Exhibit 10.1



 





Exhibit 10.1




CREDIT AGREEMENT




by and among




RPM INTERNATIONAL INC.




and




The Foreign Borrowers



From Time to Time Party Hereto,



as the Borrowers,




The Lenders From Time to Time Party Hereto,



as the Lenders,




NATIONAL CITY BANK,



as the Administrative Agent, the Swing Line Lender,



an LC Issuer, a Joint Lead Arranger and a Joint Book Runner,




KEYBANK NATIONAL ASSOCIATION,



as the Syndication Agent, a Joint Lead Arranger



and a Joint Book Runner,




WACHOVIA BANK, N.A.,



as Co-Documentation Agent




and




FLEET NATIONAL BANK,



as Co-Documentation Agent




Dated as of November 19, 2004





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SECTION 1.	 	DEFINITIONS AND ACCOUNTING MATTERS	 	 	1	 
	1.01
	 	Certain Defined Terms	 	 	1	 
	1.02
	 	Accounting Terms and Determinations	 	 	20	 
	1.03
	 	Terms Generally	 	 	20	 
	1.04
	 	Currency Equivalents	 	 	21	 
	SECTION 2.	 	COMMITMENTS	 	 	21	 
	2.01
	 	Loans and Letters of Credit	 	 	21	 
	 
	 	(a)	 	Revolving Loans	 	 	21	 
	 
	 	(b)	 	Canadian Revolving Loans	 	 	21	 
	 
	 	(c)	 	Swing Line Facility	 	 	22	 
	 
	 	 	 	(i) Swing Loans	 	 	22	 
	 
	 	 	 	(ii) Swing Loan Refunding	 	 	22	 
	 
	 	 	 	(iii) Swing Loan Participation	 	 	23	 
	 
	 	 	 	(iv) Obligations Unconditional	 	 	24	 
	 
	 	(d)	 	Letters of Credit	 	 	24	 
	 
	 	 	 	(i) LC Issuances	 	 	24	 
	 
	 	 	 	(ii) LC Requests	 	 	25	 
	 
	 	 	 	(iii) Auto-Renewal Letters of Credit	 	 	25	 
	 
	 	 	 	(iv) Applicability of ISP98 and UCP	 	 	26	 
	 
	 	 	 	(v) Notice of LC Issuance	 	 	26	 
	 
	 	 	 	(vi) Reimbursement Obligations	 	 	26	 
	 
	 	 	 	(vii) LC Participations	 	 	27	 
	 
	 	 	 	(viii) Existing Letters of Credit	 	 	29	 
	2.02
	 	Activation and Deactivation of Canadian Commitments; Adjustment of Commitments	 	 	29	 
	 
	 	(a)	 	Mandatory Termination	 	 	29	 
	 
	 	(b)	 	Optional Reductions	 	 	30	 
	 
	 	(c)	 	Activation and Deactivation of Canadian Commitments	 	 	30	 
	 
	 	(d)	 	Additional Revolving Commitments	 	 	31	 
	 
	 	(e)	 	Additional Canadian Commitments	 	 	32	 
	2.03
	 	Fees	 	 	32	 
	 
	 	(a)	 	Facility Fees	 	 	32	 







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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	(b)	 	Utilization Fees	 	 	33	 
	 
	 	(c)	 	Acceptance Fees	 	 	34	 
	 
	 	(d)	 	LC Fees	 	 	34	 
	 
	 	 	 	(i) Standby Letters of Credit	 	 	34	 
	 
	 	 	 	(ii) Commercial Letters of Credit	 	 	34	 
	 
	 	 	 	(iii) Fronting Fees	 	 	34	 
	 
	 	 	 	(iv) Additional Charges of LC Issuers	 	 	35	 
	 
	 	(e)	 	Arranger Fees	 	 	35	 
	 
	 	(f)	 	Computations of Fees	 	 	35	 
	2.04
	 	Lending Offices	 	 	35	 
	2.05
	 	Several Obligations	 	 	35	 
	2.06
	 	Notes	 	 	35	 
	2.07
	 	Use of Proceeds	 	 	35	 
	2.08
	 	Authority of Company; Liability of Foreign Borrowers	 	 	36	 
	 
	 	(a)	 	Authority of the Company	 	 	36	 
	 
	 	(b)	 	Liability of Foreign Revolving Borrowers	 	 	36	 
	2.09
	 	Eligibility and Addition/Release of Foreign Borrowers	 	 	36	 
	 
	 	(a)	 	No Foreign Borrowers as of the Closing Date	 	 	36	 
	 
	 	(b)	 	Eligibility of Foreign Subsidiaries	 	 	37	 
	 
	 	(c)	 	Notification to Lenders	 	 	37	 
	 
	 	(d)	 	Release of Foreign Borrowers	 	 	37	 
	SECTION 3.	 	BORROWINGS, CONVERSIONS AND PREPAYMENTS	 	 	38	 
	3.01
	 	Borrowings	 	 	38	 
	 
	 	(a)	 	Loans	 	 	38	 
	 
	 	(b)	 	Funding of Loans	 	 	38	 
	 
	 	(c)	 	Minimum Borrowing Amount	 	 	38	 
	 
	 	(d)	 	Maximum Borrowings	 	 	39	 
	3.02
	 	Prepayments and Conversions	 	 	39	 
	 
	 	(a)	 	Optional Prepayments and Conversions	 	 	39	 
	 
	 	(b)	 	Mandatory Prepayments; Cash Collateralization	 	 	39	 
	 
	 	(c)	 	Breakage and Other Compensation	 	 	40	 







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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	SECTION 4.	 	PAYMENTS OF PRINCIPAL AND INTEREST	 	 	40	 
	4.01
	 	Repayment of Loans	 	 	40	 
	4.02
	 	Interest	 	 	41	 
	SECTION 5.	 	PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC	 	 	42	 
	5.01
	 	Payments	 	 	42	 
	5.02
	 	Pro Rata Treatment	 	 	43	 
	 
	 	(a)	 	Revolving Loans	 	 	43	 
	 
	 	(b)	 	Canadian Revolving Loans	 	 	43	 
	 
	 	(c)	 	Swing Loans	 	 	43	 
	5.03
	 	Computations	 	 	44	 
	5.04
	 	[Intentionally Deleted.]	 	 	44	 
	5.05
	 	Certain Notices	 	 	44	 
	5.06
	 	Non-Receipt of Funds by the Administrative Agent	 	 	45	 
	5.07
	 	Sharing of Payments, Etc	 	 	45	 
	 
	 	(a)	 	Generally	 	 	45	 
	 
	 	(b)	 	Recovery of Amounts	 	 	46	 
	 
	 	(c)	 	Sharing after Sharing Date	 	 	46	 
	 
	 	(d)	 	Consent of Borrowers	 	 	46	 
	5.08
	 	Taxes	 	 	47	 
	SECTION 6.	 	YIELD PROTECTION AND ILLEGALITY	 	 	48	 
	6.01
	 	Additional Costs	 	 	48	 
	6.02
	 	Limitation on Types of Loans	 	 	50	 
	6.03
	 	Illegality	 	 	51	 
	6.04
	 	Substitute Base Rate Loans	 	 	51	 
	6.05
	 	Compensation	 	 	51	 
	6.06
	 	Capital Adequacy	 	 	51	 
	6.07
	 	Substitution of Lender	 	 	52	 
	SECTION 7.	 	CONDITIONS PRECEDENT	 	 	52	 
	7.01
	 	Initial Loans	 	 	52	 
	 
	 	(a)	 	Organizational Documents	 	 	52	 
	 
	 	(b)	 	Incumbency	 	 	52	 
	 
	 	(c)	 	Notes	 	 	52	 







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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	(d)	 	Opinion of Counsel to the Company	 	 	53	 
	 
	 	(e)	 	Counterparts	 	 	53	 
	 
	 	(f)	 	Existing Credit Agreement	 	 	53	 
	 
	 	(g)	 	Fees and Fee Letters	 	 	53	 
	 
	 	(h)	 	Other Documents	 	 	53	 
	7.02
	 	Initial and Subsequent Loans	 	 	53	 
	7.03
	 	Conditions Precedent to Addition of Foreign Borrowers	 	 	53	 
	 
	 	(a)	 	Joinder Agreement	 	 	54	 
	 
	 	(b)	 	Notes	 	 	54	 
	 
	 	(c)	 	Corporate Resolutions and Approvals	 	 	54	 
	 
	 	(d)	 	Incumbency Certificates	 	 	54	 
	 
	 	(e)	 	Organizational Documents	 	 	54	 
	 
	 	(f)	 	Amendments to Loan Documents	 	 	54	 
	 
	 	(g)	 	Miscellaneous	 	 	54	 
	SECTION 8.	 	REPRESENTATIONS AND WARRANTIES	 	 	54	 
	8.01
	 	Corporate Existence	 	 	54	 
	8.02
	 	Information	 	 	55	 
	8.03
	 	Litigation	 	 	55	 
	8.04
	 	No Breach	 	 	56	 
	8.05
	 	Corporate Action	 	 	56	 
	8.06
	 	Approvals	 	 	56	 
	8.07
	 	Regulations U and X	 	 	56	 
	8.08
	 	ERISA	 	 	56	 
	8.09
	 	Taxes	 	 	57	 
	8.10
	 	Subsidiaries	 	 	57	 
	8.11
	 	Investment Company Act	 	 	57	 
	8.12
	 	Public Utility Holding Company Act	 	 	57	 
	8.13
	 	Ownership and Use of Properties	 	 	57	 
	8.14
	 	Environmental Matters	 	 	57	 
	8.15
	 	Anti-Terrorism Law Compliance	 	 	58	 
	SECTION 9.	 	COVENANTS	 	 	58	 
	9.01
	 	Information	 	 	58	 







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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	9.02
	 	Taxes and Claims	 	 	59	 
	9.03
	 	Insurance	 	 	60	 
	9.04
	 	Maintenance of Existence; Conduct of Business	 	 	60	 
	9.05
	 	Maintenance of and Access to Properties	 	 	60	 
	9.06
	 	Compliance with Applicable Laws	 	 	60	 
	9.07
	 	Litigation	 	 	61	 
	9.08
	 	Leverage Ratio	 	 	61	 
	9.09
	 	Interest Coverage Ratio	 	 	61	 
	9.10
	 	Mergers, Asset Dispositions, Etc	 	 	61	 
	9.11
	 	Liens	 	 	61	 
	9.12
	 	Investments	 	 	62	 
	9.13
	 	Transactions with Affiliates	 	 	63	 
	9.14
	 	Lines of Business	 	 	63	 
	9.15
	 	Environmental Matters	 	 	63	 
	9.16
	 	Lease Payments	 	 	63	 
	9.17
	 	Anti-Terrorism Laws	 	 	64	 
	SECTION 10.	 	DEFAULTS	 	 	64	 
	10.01
	 	Events of Default	 	 	64	 
	10.02
	 	Application of Certain Payments and Proceeds	 	 	66	 
	 
	 	(a)	 	Obligations Generally	 	 	66	 
	 
	 	(b)	 	Foreign Revolving Borrower Obligations	 	 	67	 
	 
	 	(c)	 	Canadian Obligations	 	 	68	 
	SECTION 11.	 	THE ADMINISTRATIVE AGENT	 	 	68	 
	11.01
	 	Appointment, Powers and Immunities	 	 	68	 
	11.02
	 	Reliance by Administrative Agent	 	 	69	 
	11.03
	 	Defaults	 	 	69	 
	11.04
	 	Rights as a Lender	 	 	69	 
	11.05
	 	Indemnification	 	 	70	 
	11.06
	 	Non-Reliance on Administrative Agent and Other Lenders	 	 	70	 
	11.07
	 	Failure to Act	 	 	70	 
	11.08
	 	Resignation or Removal of Administrative Agent	 	 	71	 
	11.09
	 	Other Agents	 	 	71	 







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TABLE OF CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	11.10
	 	USA Patriot Act	 	 	71	 
	SECTION 12.	 	GUARANTY	 	 	71	 
	12.01
	 	Guaranty by the Company	 	 	71	 
	12.02
	 	Additional Undertaking	 	 	72	 
	12.03
	 	Guaranty Unconditional	 	 	72	 
	12.04
	 	Company Obligations to Remain in Effect; Restoration	 	 	73	 
	12.05
	 	Waiver of Acceptance, etc	 	 	73	 
	12.06
	 	Subrogation	 	 	73	 
	12.07
	 	Effect of Stay	 	 	73	 
	SECTION 13.	 	MISCELLANEOUS	 	 	73	 
	13.01
	 	Waiver	 	 	73	 
	13.02
	 	Notices	 	 	74	 
	13.03
	 	Expenses, Etc	 	 	74	 
	13.04
	 	Indemnification	 	 	74	 
	13.05
	 	Amendments, Etc	 	 	75	 
	13.06
	 	Successors and Assigns	 	 	75	 
	13.07
	 	Confidentiality	 	 	76	 
	13.08
	 	Limitations on Liability of the LC Issuers	 	 	77	 
	13.09
	 	Canadian Interest Limitation	 	 	77	 
	13.10
	 	Judgment Currency	 	 	78	 
	13.11
	 	Survival	 	 	78	 
	13.12
	 	Captions	 	 	78	 
	13.13
	 	Counterparts; Integration	 	 	78	 
	13.14
	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	 	 	78	 







-vi-









 






SCHEDULES



PRICING SCHEDULE

SCHEDULE 1  -  Commitments

SCHEDULE 2  -  Subsidiaries and Joint Ventures

SCHEDULE 3  -  Existing Letters of Credit



EXHIBITS



EXHIBIT A-1  -  Form of Revolving Note

EXHIBIT A-2   Form of Swing Line Note

EXHIBIT A-3 -  Form of Canadian Base Rate Note

EXHIBIT A-4  -  Form of BA Equivalent Note



vii









 





     This CREDIT AGREEMENT (“Agreement”), dated as of November 19, 2004, is
entered into by and among RPM INTERNATIONAL INC., a Delaware corporation
(together with its successors and assigns, the “Company”), the Foreign
Borrowers (as hereinafter defined) from time to time party hereto, the lenders
from time to time party hereto (collectively, the “Lenders” and, individually,
“Lender”), NATIONAL CITY BANK, as a joint lead arranger, a joint book runner,
the Swing Line Lender (as hereinafter defined), an LC Issuer (as hereinafter
defined), and the administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), KEYBANK NATIONAL ASSOCIATION, as a joint lead
arranger, a joint book runner and the syndication agent, WACHOVIA BANK, N.A.,
as co-documentation agent, and FLEET NATIONAL BANK, as co-documentation agent.



     RECITALS:



     (1) The Company has requested that the Lenders, the Swing Line Lender and
each LC Issuer extend credit to the Borrowers (as hereinafter defined) to
refinance certain of the Company’s indebtedness and to provide working capital
for the Borrowers and funds for other lawful purposes.



     (2) Subject to and upon the terms and conditions set forth herein, the
Lenders, the Swing Line Lender and each LC Issuer are willing to extend credit
and make available to the Borrowers the credit facilities provided herein.



     AGREEMENT:



     In consideration of the premises and the mutual covenants contained
herein, the parties hereto agree as follows:



     SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.



     1.01 Certain Defined Terms. As used herein, the following terms shall
have the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when
used in the plural and vice versa):



     “Acceptance Fee” shall mean the fee payable in C$ to each Canadian Lender
in respect of BA Equivalent Loans computed in accordance with Section 2.03(c).



     “Acceptable Insurer” shall mean an insurance company that (i) is a Captive
Insurance Company, (ii) has an A.M. Best rating of “A-” or better and being
in a financial size category of X or larger (as such category is defined as of
the date hereof) or (ii) is otherwise acceptable to the Majority Lenders.



     “Adjusted Foreign Currency Rate” shall mean with respect to each Interest
Period for any Foreign Currency Loan, (i) the rate per annum equal to the
offered rate appearing on the applicable electronic page of Reuters (or on the
appropriate page of any successor to or substitute for such service, or, if
such rate is not available, on the appropriate page of any generally recognized
financial information service, as selected by the Administrative Agent from
time to time) that displays an average British Bankers Acceptance Interest
Settlement Rate at approximately 11:00 A.M. (London time) two Business Days
prior to the commencement of



 









 





such Interest Period for deposits in the applicable Designated Foreign
Currency with a maturity comparable to such Interest Period, divided (and
rounded to the nearest 1/16 of 1%) by (ii) a percentage equal to 100% minus the
then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves
and without benefit of credits for proration, exceptions or offsets that may be
available from time to time) applicable to any member bank of the Federal
Reserve System in respect of Eurocurrency liabilities as defined in Regulation
D (or any successor category of liabilities under Regulation D); provided,
however, that in the event that the rate referred to in clause (i) above is not
available at any such time for any reason, then the rate referred to in clause
(i) shall instead be the average (rounded to the nearest 1/16 of 1%) of the
rates, as determined by the Administrative Agent, at which deposits in the
applicable Designated Foreign Currency are offered to prime banks by other
prime banks in the London interbank market at approximately 11:00 A.M. (London
time), two Business Days prior to the commencement of such Interest Period, for
contracts that would be entered into at the commencement of such Interest
Period for the same duration as such Interest Period.




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



     “Affiliate” shall mean, as to any Person, any other Person which directly
or indirectly controls, or is under common control with, or is controlled by,
such Person and, if such Person is an individual, any member of the immediate
family (including parents, siblings, spouse, children, stepchildren, nephews,
nieces and grandchildren) of such individual and any trust whose principal
beneficiary is such individual or one or more members of such immediate family
and any Person who is controlled by any such member or trust. As used in this
definition, “control” (including, with correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event, any Person which owns
directly or indirectly more than 5% of the securities having ordinary voting
power for the election of directors or other governing body of a corporation or
more than 5% of the partnership or other ownership interests of any other
Person (other than as a limited partner of such other Person) will be deemed to
control such corporation or other Person.



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



     “Aggregate Canadian Facility Exposure” shall mean, at any time, the Dollar
Equivalent of the principal amounts of all Canadian Revolving Loans outstanding
at such time.



     “Aggregate Credit Facility Exposure” shall mean, at any time, the sum of
(i) the Aggregate Revolving Exposure at such time, and (ii) the Aggregate
Canadian Facility Exposure at such time.



     “Aggregate Revolving Exposure” shall mean, at any time, the sum of (i) the
Dollar Equivalent of the principal amounts of all Revolving Loans made by all
Lenders and outstanding at such time, (ii) the Dollar Equivalent of the LC
Outstandings at such time, and (iii) the Swing Line Facility Exposure.



2









 





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



     “Applicable BA Discount Rate” shall mean, with respect to each Interest
Period for any BA Equivalent Loan, (i) with respect to any Schedule I Canadian
Lender, the CDOR Rate in effect on the date such BA Equivalent Loan is to be
made, and (ii) with respect to any Schedule II/III Canadian Lender, the rate
that is 0.10% per annum in excess of the rate determined pursuant to clause (i)
of this definition in connection with the relevant BA Equivalent Loan.



     “Applicable Lending Office” shall mean, for each Lender and for each Type
of Loan, the lending office of such Lender (or of an affiliate of such Lender)
specified by such Lender from time to time to the Administrative Agent and the
Company as the office by which its Loans of such Type are to be made and/or
issued and maintained, provided that, in respect of a Canadian Lender, such
office shall be located in Canada.



     “Applicable Margin” shall mean, with respect to any Fixed Rate Loan, Swing
Loan or fee payable pursuant to Section 2.03(a) or (b), the rate per annum
determined in accordance with the Pricing Schedule.



     “Arranger” shall mean each of National City and KeyBank in their capacity
as a joint lead arranger hereunder.



     “Arranger Fee Letter” shall mean the Arranger Fee Letter, dated as of the
date hereof, between the Company and the Arrangers, as the same may from time
to time be amended, restated or otherwise modified.



     “Augmenting Canadian Lender” shall have the meaning set forth in Section
2.02(e).



     “Augmenting Lender” shall have the meaning set forth in Section 2.02(d).



     “Automatic Swing Loan” shall mean any Swing Loan made by the Swing Line
Lender that is subject to its automatic funding and repayment product.



     “BA Discount Proceeds” shall mean, with respect to any BA Equivalent Loan
to be made by a Canadian Lender on any day, an amount (rounded to the nearest
whole Canadian cent, and with one-half of one Canadian cent being rounded up)
calculated on such day by dividing:



     (1) the principal amount of such BA Equivalent Loan; by



     (2) the sum of one plus the product of:




     (i) the Applicable BA Discount Rate (expressed as a decimal)
applicable to such BA Equivalent Loan; and




     (ii) a fraction, the numerator of which is the number of days
remaining in the term of such BA Equivalent Loan and the denominator of
which is 365; with such



3









 






product being rounded up or down to the fifth decimal place and
..000005 being rounded up.



     “BA Equivalent Loan” shall mean each Canadian Revolving Loan bearing
interest at a rate based upon the Applicable BA Discount Rate.



     “BA Equivalent Note” shall mean a promissory note executed by the Canadian
Borrowers to evidence the BA Equivalent Loan made by a Canadian Lender,
substantially in the form of Exhibit A-4 hereto.



     “Bankruptcy Code” shall mean the United States Bankruptcy Code, as now or
hereafter in effect, or any successor statute.



     “Base Rate” shall mean, with respect to any Base Rate Loan for any day,
the rate per annum equal to the higher as of such day of (i) the Federal Funds
Rate plus 1/2 of 1% or (ii) the Prime Rate.



     “Base Rate Loan” shall mean a Revolving Loan which bears interest at a
rate based upon the Base Rate.



     “Benefited Creditors” shall mean, with respect to the Company’s
obligations pursuant to Section 12, collectively, the Administrative Agent, the
Arrangers, the Lenders, each LC Issuer, the Swing Line Lenders, and the
respective successors and assigns of each of the foregoing.



     “Borrowers” shall mean, collectively, the Company and the Foreign
Borrowers.



     “Business Day” shall mean (i) for all purposes other than as covered by
clause (ii) below, any day other than Saturday, Sunday or any other day on
which commercial banks in Cleveland, Ohio are authorized or required by law to
close and (ii) with respect to any matters relating to (A) Eurodollar Loans,
any day that is a Business Day described in clause (i) and that is also a day
on which dealings in Dollars are carried on in the London interbank market, (B)
Canadian Revolving Loans, any day that is a Business Day described in clause
(i) and that is also a day on which commercial banks in Toronto, Ontario are
not authorized or required by law to close, and (C) Foreign Currency Loans or
Letters of Credit in a Designated Foreign Currency, any day that is a Business
Day described in clause (i) and that is also a day on which commercial banks
are open for international business (including the clearing of currency
transfers in the relevant Designated Foreign Currency) in the principal
financial center of the home country of the applicable Designated Foreign
Currency.



     “Canadian Activation Condition” shall mean, and the Canadian Activation
Condition shall be satisfied if, on and after giving effect to any activation
of the Canadian Commitments pursuant to Section 2.02(c)(i) hereof, the Total
Revolving Commitment in effect at the time of such activation minus the
Aggregate Revolving Exposure at the time of such activation exceeds the Total
Canadian Commitments in effect at the time of such activation.



     “Canadian Administrative Branch” shall mean, with respect to the
Administrative Agent in its capacity as such, National City Bank, Canada Branch
acting as the sub-agent of the Administrative Agent in accordance with the
terms of this Agreement or such other Canadian



4









 





branch or affiliate of the Administrative Agent as the Administrative
Agent shall have designated in writing to the Borrowers and the Lenders.




     “Canadian Base Rate” shall mean, for any day, with respect to a Canadian
Base Rate Loan, the greater of (i) the annual rate of interest established from
time to time by the Canadian Administrative Branch of the Administrative Agent
as its reference rate then in effect for determining interest rates on Canadian
Dollar denominated commercial loans in Canada, and (ii) the annual rate of
interest equal to the sum of (A) the CDOR Rate on that day for bankers’
acceptances issued on that day with a term to maturity of one month and (B)
0.50% per annum. Any change in the reference rate announced by the Canadian
Administrative Branch of the Administrative Agent shall take effect at the
opening of business on the day specified in the public announcement of such
change.



     “Canadian Base Rate Loan” shall mean each Canadian Revolving Loan bearing
interest at a rate based upon the Canadian Base Rate in effect from time to
time.



     “Canadian Base Rate Note” shall mean a promissory note executed by the
Canadian Borrowers to evidence the Canadian Revolving Loans made by a Canadian
Lender, substantially in the form of Exhibit A-3 hereto.



     “Canadian Borrower” shall mean any Foreign Subsidiary organized under the
laws of Canada or any province thereof that becomes a Canadian Borrower
pursuant to Section 2.09(b); provided, however, that a Foreign Revolving
Borrower shall not be eligible to be a Canadian Borrower hereunder.



     “Canadian Commitment” shall mean, with respect to each Canadian Lender,
the amount, if any, set forth opposite such Canadian Lender’s name in Schedule
1 hereto as its “Canadian Commitment” as the same may be adjusted from time to
time pursuant to Section 2.02 and as adjusted from time to time as a result of
assignments to or from such Lender pursuant to Section 13.06.



     “Canadian Commitment Activation Date” shall mean each date upon which the
Canadian Commitments become effective, in accordance with Section 2.02(c)(i)
hereof.



     “Canadian Commitment Deactivation Date” shall have the meaning provided in
Section 2.02(c)(ii) hereof.



     “Canadian Commitment Percentage” shall mean, at any time for any Canadian
Lender, the percentage obtained by dividing such Canadian Lender’s Canadian
Commitment by the Total Canadian Commitment; provided, however, that if the
Total Canadian Commitment has been terminated, the Canadian Commitment
Percentage for each Canadian Lender shall be determined by dividing such
Canadian Lender’s Canadian Commitment immediately prior to such termination by
the Total Canadian Commitment in effect immediately prior to such termination.



     “Canadian Dollars” or “C$” shall mean the lawful currency of Canada.



5









 





     “Canadian Facility” shall mean the credit facility established under
Section 2.01(b) hereof pursuant to the Canadian Commitment of each Canadian
Lender; provided, however, that the Canadian Facility shall only be available
during a Canadian Facility Availability Period.



     “Canadian Facility Availability Period” shall mean any period commencing
on a Canadian Commitment Activation Date and terminating on the earlier of (i)
the next subsequent Canadian Commitment Deactivation Date and (ii) the
Commitment Termination Date.



     “Canadian Facility Exposure” shall mean, for any Canadian Lender at any
time, the Dollar Equivalent of the principal amount of Canadian Revolving Loans
made by such Canadian Lender and outstanding at such time.



     “Canadian Facility Note” shall mean a BA Equivalent Note or a Canadian
Base Rate Note.



     “Canadian Lender” shall mean each Lender that has a Canadian Commitment
or, if applicable, the Canadian Lending Installation of any Lender that has a
Canadian Commitment; provided, however, that (i) if a Canadian Commitment is
being provided by a Canadian Lending Installation of any Lender, then, except
as specifically set forth in this Agreement, such Lender and its Canadian
Lending Installation shall constitute a single “Lender” under this Agreement
and the other Loan Documents, provided that, notwithstanding the foregoing, to
the extent a Canadian Commitment is being provided by a Canadian Lending
Installation of any Lender, each such Canadian Lending Installation shall be
entitled to all of the benefits, indemnifications and protections set forth in
this Agreement or any other Loan Document, and (ii) no Lender, and no Canadian
Lending Installation of any Lender, may be or become a Canadian Lender
hereunder unless such Lender or the Canadian Lending Installation of such
Lender, as the case may be, is a resident of Canada within the meaning of the
Income Tax Act (Canada) for the purposes of the withholding tax provisions in
Part XIII of the Income Tax Act (Canada) in respect of all amounts paid or
credited to it hereunder.



     “Canadian Lending Installation” shall mean, with respect to any Lender,
any office, branch, subsidiary or Affiliate of such Lender that is designated
in writing by such Lender to the Administrative Agent as being responsible for
funding or maintaining a Canadian Commitment provided, however, that (i) such
designation shall not result in withholding tax liability or other adverse tax
consequences or adverse legal impact to the Company or its Subsidiaries, and
(ii) the designation by a Lender of a Canadian Lending Installation shall not
affect the obligation of such Lender to make Loans under this Agreement.



     “Canadian Obligations” shall mean all amounts, indemnities and
reimbursement obligations, direct or indirect, contingent or absolute, of every
type or description, and at any time existing, owing by the Canadian Borrowers
to the Administrative Agent or any Canadian Lender pursuant to the terms of
this Agreement or any other Loan Document (including, but not limited to,
interest and fees that accrue after the commencement by or against any Borrower
of any insolvency proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding).



6









 





     “Canadian Payment Office” shall mean, with respect to all matters relating
to the making and repayment of Canadian Loans, and all interest thereon, the
office of the Canadian Administrative Branch at 130 King Street West, Suite
2140, Toronto, Ontario, Canada M5X 1E4, Attention: Donna Hallim (facsimile:
(416) 361-0085) or such other office(s) located in Canada, as the
Administrative Agent may designate to the Borrowers in writing from time to
time.



     “Canadian Revolving Loan” shall mean a loan made to a Canadian Borrower
pursuant to Section 2.01(b) hereof.



     “Capital Lease Obligations” shall mean, as to any Person, the obligations
of such Person to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) real and/or personal property to the
extent such obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP (including Statement
of Financial Accounting Standards No. 13 of the Financial Accounting Standards
Board) and, for purposes of this Agreement, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP
(including such Statement No. 13).



     “Captive Insurance Company” shall mean any of First Colonial Insurance
Company, First Continental Services Company or RSIF International Limited, each
of which are wholly-owned (directly or indirectly) Subsidiaries of the Company,
or any other captive insurance company that is a wholly-owned (directly or
indirectly) Subsidiary of the Company.



     “CDOR Rate” shall mean, for any day, the stated average of the rates
applicable to C$ bankers’ acceptances for an amount comparable to that for
which such rate is being determined and for a term comparable to that for which
such rate is being determined (which, in the case of a BA Equivalent Loan,
shall be the Interest Period applicable thereto) and appearing as at 10:00 A.M.
(Toronto, Ontario time) on the “Reuters Screen CDOR Page” on such date, or if
such date is not a Business Day, then on the immediately preceding Business
Day; provided, however, that if no such rate appears on the Reuters Screen CDOR
Page as contemplated, then the CDOR Rate on any date shall be calculated as the
arithmetic mean of the discount rates (calculated on an annual basis) for an
amount comparable to that for which such rate is being determined and for the
term referred to above applicable to C$ bankers’ acceptances quoted by the
Schedule I Reference Canadian Lenders as of 10:00 A.M., Toronto time, on such
date or, if such date is not a Business Day, then on the immediately preceding
Business Day.



     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, and regulations
promulgated thereunder.



     “Closing Date” shall mean the date of the initial Loans hereunder.



     “Closing Fee Letter” shall mean the Closing Fee Letter, dated as of the
Closing Date, between the Company and the Administrative Agent, for the benefit
of the Lenders, as the same may from time to time be amended, restated or
otherwise modified.



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



7









 





     “Commercial Letter of Credit” shall mean any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of materials, goods or services in the ordinary
course of business.



     “Commitment” shall mean (i) with respect to each Lender, its obligation to
make Revolving Loans and participate in LC Issuances pursuant to its Revolving
Commitment, (ii) with respect to each Canadian Lender, its obligation to make
Canadian Revolving Loans under the Canadian Facility pursuant to its Canadian
Commitment, (iii) with respect to the Swing Line Lender, its obligations to
make Swing Loans under the Swing Line Facility pursuant to Section 2.01(c), and
(iv) with respect to each LC Issuer, its obligation to issue Letters of Credit
under and in accordance with the terms of this Agreement.



     “Commitment Period” shall mean the period from the Closing Date to but not
including the Commitment Termination Date.



     “Commitment Termination Date” shall mean the earlier of (i) November 19,
2009, and (ii) the date that the Commitments have been terminated pursuant to
Section 2.02 or 10.01 hereof; provided, however, that if the Commitment
Termination Date is not a Business Day, the Commitment Termination Date shall
mean the next preceding Business Day.



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



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



     “Credit Facility Exposure” shall mean, for any Lender at any time, the
Dollar Equivalent of the sum of (i) such Lender’s Revolving Exposure at such
time; (ii) in the case of the Swing Line Lender, (A) if the principal amount of
Swing Loans outstanding at such time does not exceed the Funded Swing Loan
Threshold, the principal amount of Swing Loans outstanding at such time and (B)
if the principal amount of Swing Loans outstanding at such time exceeds the
Funded Swing Loan Threshold, 50% of the principal amount of Swing Loans
outstanding at such time; (iii) in the case of the Funded Swing Line
Participant, if the principal amount of Swing Loans outstanding at such time
exceeds the Funded Swing Loan Threshold, 50% of the principal amount of Swing
Loans outstanding at such time; and (iv) if such Lender is a Canadian Lender
(whether directly or through its Canadian Lending Installation), such Canadian
Lender’s Canadian Facility Exposure at such time.



     “Default” shall mean an event which with notice or lapse of time or both
would, unless cured or waived, become an Event of Default.



     “Designated Foreign Currency” shall mean Euros, Canadian Dollars, British
pounds and, additionally, any other currency (other than Dollars) approved in
writing by each of the Lenders and that is freely traded and exchangeable into
Dollars.



     “Disclosure Documents” shall mean the Company’s annual report on Form 10-K
for the fiscal year ended May 31, 2004 and quarterly report on Form 10-Q for
the quarterly period ended



8









 





August 31, 2004, in each case as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.




     “Dollar Equivalent” shall mean, (i) with respect to any Foreign Currency
Loan to be made, the Dollar equivalent of the amount of such Foreign Currency
Loan, determined by the Administrative Agent at approximately 11:00 A.M. London
time on the date that is two Business Day before the date such Foreign Currency
Loan is to be made on the basis of its spot rate for the purchase of the
relevant Designated Foreign Currency with Dollars for delivery on the date such
Foreign Currency Loan is to be made, (ii) with respect to any Letter of Credit
to be issued in any Designated Foreign Currency, the Dollar equivalent of the
Stated Amount of such Letter of Credit, determined by the applicable LC Issuer
at approximately 11:00 A.M. London time on the date that is two Business Days
before the issuance of such Letter of Credit on the basis of its spot rate for
the purchase of the relevant Designated Foreign Currency with Dollars for
delivery on such date of issuance, and (iii) with respect to any other amount,
and with respect to Foreign Currency Loans and Letters of Credit issued in any
Designated Foreign Currency at any other time, the Dollar equivalent of such
amount, Foreign Currency Loan or Letter of Credit, as the case may be,
determined by the Administrative Agent or the applicable LC Issuer, as the case
may be, at approximately 11:00 A.M. London time on the date for which the
Dollar equivalent amount of such amount or the amount of such Foreign Currency
Loan or Letter of Credit, as the case may be, is being determined on the basis
of its spot rate for the purchase of the relevant Designated Foreign Currency
with Dollars for delivery on such date.



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



     “Domestic Subsidiary” shall mean any Subsidiary organized under the laws
of the United States of America, any State thereof, or the District of
Columbia.



     “EBITDA” shall mean, for any period, determined on a consolidated basis
for the Company and its Subsidiaries, net income of the Company and its
Subsidiaries (calculated before provision for income taxes, interest expense,
extraordinary items, non-recurring gains or losses in connection with asset
dispositions, income attributable to equity in affiliates and all amounts
attributable to depreciation and amortization) for such period.



     “Environmental Laws” shall mean any and all applicable federal, state,
local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, codes, injunctions, permits, concessions,
grants, franchises, licenses, agreements and other governmental restrictions
relating to the environment or the effect of the environment on human health or
to emissions, discharges or release of pollutants, contaminants, Hazardous
Substances or wastes into the environment, including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.



     “Environmental Liabilities” shall mean all liabilities in connection with
or relating to the business, assets, presently or previously owned or leased
property, activities (including, without limitation, off-site disposal) or
operations of the Company and each Subsidiary, whether vested



9









 





or unvested, contingent or fixed, actual or potential, known or unknown,
which arise under or relate to matters covered by Environmental Laws.




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



     “Eurodollar Base Rate” shall mean, with respect to any Eurodollar Loans,
the rate per annum appearing on the applicable electronic page of Reuters (or
on any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the first day
of the Interest Period for such Eurodollar Loans, as the rate for Dollar
deposits for a period comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the “Eurodollar
Base Rate” with respect to such Eurodollar Loans for such Interest Period shall
be the arithmetic mean, as calculated by the Administrative Agent, of the
respective rates per annum (rounded upwards, if necessary, to the nearest 1/16
of 1%) quoted by the Reference Lenders at approximately 11:00 a.m. London time
by the principal London branch of each of the Reference Lenders on the day two
Business Days prior to the first day of the Interest Period for such Loans for
the offering to leading banks in the London interbank market of Dollar deposits
in immediately available funds, for a period, and in an amount, comparable to
such Interest Period and the principal amount of the Eurodollar Loan which
shall be made by such Reference Lender and outstanding during such Interest
Period. If any Reference Lender does not furnish a timely quotation, the
Administrative Agent shall determine the relevant interest rate on the basis of
the quotation or quotations furnished by the remaining Reference Lender or
Lenders or, if none of such quotations is available on a timely basis, the
provisions of Section 6.02 shall apply.



     “Eurodollar Loan” shall mean a Revolving Loan the interest on which is
determined on the basis of rates referred to in the definition of “Eurodollar
Base Rate” in this Section 1.01.



     “Eurodollar Rate” shall mean, for any Eurodollar Loans, a rate per annum
determined by the Administrative Agent to be equal to (i) the Eurodollar Base
Rate for such Loans for the Interest Period for such Loans divided by (ii) 1
minus the Eurodollar Reserve Requirement for such Loans for such Interest
Period.



     “Eurodollar Reserve Requirement” shall mean, for any Eurodollar Loans for
any Interest Period therefor, the average maximum rate at which reserves
(including any marginal, supplemental or emergency reserves) are required to be
maintained during such Interest Period under Regulation D by member banks of
the Federal Reserve System in Cleveland, Ohio with deposits exceeding one
billion Dollars against “Eurocurrency liabilities” (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the Eurodollar
Reserve Requirement shall reflect any other reserves required to be maintained
by such member banks by reason of any Regulatory Change against (i) any
category of liabilities which includes deposits by reference to which the
Eurodollar Rate is to be determined as provided in the definition of
“Eurodollar Base Rate” in this Section 1.01 or (ii) any category of extensions
of credit or other assets which include Eurodollar Loans.



10









 





     “Event of Default” shall have the meaning assigned to such term in Section
10.01 hereof.



     “Existing Letters of Credit” shall mean each of the letters of credit
issued by National City listed on Schedule 3 hereto.



     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of Cleveland, Ohio on the Business Day
next succeeding such day, provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate charged to
National City on such day on such transactions as determined by the
Administrative Agent.



     “Fixed Rate Loan” shall mean any Eurodollar Loan, Foreign Currency Loan or
BA Equivalent Loan.



     “Foreign Borrower” shall mean any Canadian Borrower or Foreign Revolving
Borrower.



     “Foreign Currency Loan” shall mean each Revolving Loan denominated in a
Designated Foreign Currency and bearing interest at a rate based upon the
Adjusted Foreign Currency Rate.



     “Foreign Lending Office” shall mean, with respect to each Lender, in the
case of matters relating to the Foreign Revolving Borrowers, the office(s)
designated by such Lender to the Administrative Agent as such Lender’s lending
office(s) for purposes of making Loans to each such Foreign Revolving Borrower.



     “Foreign Revolving Borrower” shall mean any Foreign Subsidiary that
becomes a Revolving Borrower pursuant to Section 2.09(b) hereof; provided,
however, that a Canadian Borrower shall not be eligible to be a Foreign
Revolving Borrower hereunder.



     “Foreign Revolving Borrower Obligations” shall mean all amounts,
indemnities and reimbursement obligations, direct or indirect, contingent or
absolute, of every Type or description, and at any time existing, owing by any
Foreign Revolving Borrower to the Administrative Agent, any Lender or LC Issuer
pursuant to the terms of this Agreement or any other Loan Document (including,
but not limited to, interest and fees that accrue after the commencement by or
against any Borrower of any insolvency proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding).



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



     “Funded Swing Line Participant” shall mean KeyBank.



     “Funded Swing Line Participation Amount” shall have the meaning provided
in Section 2.01(c)(i).



11









 





     “Funded Swing Loan Threshold” shall mean $10,000,000.



     “GAAP” shall mean generally accepted accounting principles as in effect
from time to time in the United States consistently applied.



     “Guaranty” by any Person shall mean any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise, other
than agreements to purchase goods at an arm’s length price in the ordinary
course of business) or (ii) entered into for the purpose of assuring in any
other manner the holder of such Indebtedness of the payment thereof or to
protect such holder against loss in respect thereof (in whole or in part),
provided that the term Guaranty shall not include endorsements for collection
or deposit in the ordinary course of business. The term “Guarantee” used as a
verb has a corresponding meaning.



     “Hazardous Substances” shall mean any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having constituent
elements displaying any of the foregoing characteristics, regulated under
Environmental Laws.



     “Increasing Canadian Lender” shall have the meaning set forth in Section
2.02(e).



     “Increasing Lender” shall have the meaning set forth in Section 2.02(d).



     “Indebtedness” shall mean, as to any Person (determined without
duplication): (i) indebtedness of such Person for borrowed money (whether by
loan or the issuance and sale of debt securities) or for the deferred purchase
or acquisition price of property or services, other than accounts payable
incurred in the ordinary course of business; (ii) obligations of such Person in
respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for the account of such Person (whether or not
such obligations are contingent); (iii) Capital Lease Obligations of such
Person; (iv) obligations of such Person to redeem or otherwise retire shares of
capital stock of such Person; (v) indebtedness of others of the type described
in clause (i), (ii), (iii) or (iv) above secured by a Lien on the property of
such Person, whether or not the respective obligation so secured has been
assumed by such Person; and (vi) indebtedness of others of the type described
in clause (i), (ii), (iii) or (iv) above Guaranteed by such Person.



     “Interest Expense” shall mean, for any period, the sum (determined without
duplication) of the aggregate amount of interest accruing during such period on
Indebtedness of the Company and its Subsidiaries (on a consolidated basis),
including the interest portion of payments under Capital Lease Obligations and
any capitalized interest, and excluding amortization of debt discount and
expense.



     “Interest Period” shall mean, with respect to each Fixed Rate Loan, a
period of one, two, three or six months as selected by the applicable Borrower;
provided, however, that (i) the initial



12









 





Interest Period for any borrowing of such Fixed Rate Loan shall commence
on the date of such borrowing (the date of a borrowing resulting from a
conversion of a Loan into a Fixed Rate Loan or continuation of a Fixed Rate
Loan shall be the date of such conversion or continuation) and each Interest
Period occurring thereafter in respect of such borrowing shall commence on the
day on which the next preceding Interest Period expires; (ii) if any Interest
Period begins on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period, such Interest Period
shall end on the last Business Day of such calendar month; (iii) if any
Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day;
provided, however, that if any Interest Period would otherwise expire on a day
that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the
next preceding Business Day; (iv) no Interest Period for any Fixed Rate Loan
may be selected that would end after the Commitment Termination Date; and (v)
if, upon the expiration of any Interest Period, the applicable Borrower has
failed to (or may not) elect a new Interest Period to be applicable to the
respective borrowing of Fixed Rate Loans as provided above, such Borrower shall
be deemed to have elected to convert such borrowing to Base Rate Loans
effective as of the expiration date of such current Interest Period or, in the
case of any Foreign Currency Loan, such Borrower shall be required to repay the
same in full.




     “Investments” shall have the meaning assigned to such term in Section 9.12
hereof.



     “Joinder Agreement” has the meaning provided in Section 7.03(a).



     “KeyBank” shall mean KeyBank National Association and its successors and
assigns.



     “LC Commitment Amount” shall mean the Dollar Equivalent of $25,000,000.



     “LC Documents” shall mean, with respect to any Letter of Credit, any
documents executed in connection with such Letter of Credit, including the
Letter of Credit itself.



     “LC Fee” shall mean any of the fees payable pursuant to Section 2.03(d) in
respect of Letters of Credit.



     “LC Issuance” shall mean the issuance of any Letter of Credit by an LC
Issuer for the account of an LC Obligor in accordance with the terms of this
Agreement, and shall include any amendment thereto that increases the Stated
Amount thereof or extends the expiry date of such Letter of Credit.



     “LC Issuer” shall mean National City or any of its Affiliates, or such
other Lender that is requested by the Company and agrees to be an LC Issuer
hereunder and is approved by the Administrative Agent.



     “LC Obligor” shall mean, with respect to each LC Issuance, the Company,
any of its Domestic Subsidiaries or any Foreign Revolving Borrower for whose
account such Letter of Credit is issued.



13









 





     “LC Outstandings” shall mean, at any time, the sum, without duplication,
of (i) the Dollar Equivalent of the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the Dollar Equivalent of the aggregate amount of all
Unpaid Drawings with respect to Letters of Credit.



     “LC Participant” has the meaning provided in Section 2.01(d)(vii).



     “LC Participation” has the meaning provided in Section 2.01(d)(vii).



     “LC Request” has the meaning provided in Section 2.01(d)(ii).



     “Lender” and “Lenders” have the meaning provided in the first paragraph of
this Agreement and includes any other Person that becomes a party hereto
pursuant to Section 13.06, other than any such Person that ceases to be a party
hereto pursuant to Section 13.06. Unless the context otherwise requires, the
term “Lenders” includes the Swing Line Lender and the Funded Swing Line
Participant.



     “Letter of Credit” shall mean (i) any Standby Letter of Credit or
Commercial Letter of Credit, in each case issued by an LC Issuer under this
Agreement pursuant to Section 2.01(d), or (ii) any Existing Letter of Credit.



     “Lien” shall mean, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Company and each of its Subsidiaries
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.



     “Liquid Investments” shall mean (i) certificates of deposit maturing
within 90 days of the acquisition thereof denominated in Dollars and issued by
(X) a Lender or (Y) a bank or trust company having combined capital and surplus
of at least $500,000,000 and which has (or which is a Subsidiary of a bank
holding company which has) publicly traded debt securities rated A- or higher
by S&P or A3 or higher by Moody’s; (ii) obligations issued or guaranteed by the
United States of America, with maturities not more than one year after the date
of issue; (iii) commercial paper with maturities of not more than 90 days and a
published rating of not less than A-1 from S&P or P-1 from Moody’s; and (iv)
municipal and/or corporate bonds rated A or higher from S&P or A2 or higher
from Moody’s.



     “Loan” shall mean any Revolving Loan, Swing Loan or Canadian Revolving
Loan.



     “Loan Documents” shall mean this Agreement, the Notes, the Arranger Fee
Letter, the Closing Fee Letter, any Joinder Agreement and any LC Document.



     “Majority Lenders” shall mean, at any time, Lenders whose Revolving
Exposure, Canadian Facility Exposure and unused Commitments (excluding the
Swing Line Commitment) constitute at least 51% of the sum of the total
Revolving Exposure, Canadian Facility Exposure and unused Commitments
(excluding the Swing Line Commitment) of all Lenders at such time; provided,
that, for purposes of calculating “Majority Lenders,” if the Commitments have
terminated or expired, the Commitments of the Lenders immediately prior to such
termination or expiration shall be used.



14









 





     “Material Adverse Effect” shall mean (i) a material adverse effect on the
condition (financial or otherwise), results of operations, properties, assets,
liabilities (including, without limitation, tax and ERISA liabilities and
Environmental Liabilities), business, operations, capitalization, shareholders’
equity, franchises or prospects of the Company and its Subsidiaries, taken as a
whole; or (ii) a material adverse effect on the ability of the Company to
perform its obligations under this Agreement or any Note.



     “Moody’s” shall have the meaning provided in the Pricing Schedule attached
hereto.



     “Moody’s Rating” shall mean, with respect to any Person, the rating
accorded to such Person’s senior unsecured long-term debt by Moody’s.



     “Multiemployer Plan” shall mean at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which the Company or
any member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions, including for these purposes any Person which ceased to be a
member of the Controlled Group during such five year period.



     “National City” shall mean National City Bank and its successors and
assigns.



     “Notes” shall mean the Revolving Notes, the Canadian Facility Notes and
the Swing Line Notes.



     “Notice of Swing Loan Refunding” has the meaning provided in Section
2.01(c)(ii).



     “Obligations” shall mean all amounts, indemnities and reimbursement
obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing, owing by any Borrower to the
Administrative Agent, any Lender, the Swing Line Lender or LC Issuer pursuant
to the terms of this Agreement or any other Loan Document (including, but not
limited to, interest and fees that accrue after the commencement by or against
any Borrower of any insolvency proceeding, regardless of whether allowed or
allowable in such proceeding or subject to an automatic stay under Section
362(a) of the Bankruptcy Code).



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



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



     “Person” shall mean an individual, a corporation, a company, a voluntary
association, a partnership, a trust, an unincorporated organization or a
government or any agency, instrumentality or political subdivision thereof.



     “Plan” shall mean 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 412 of the Code and either (i) is
maintained or contributed to, by the Company or any



15









 





member of the Controlled Group for employees of the Company or any member
of the Controlled Group or (ii) has at any time within the preceding five years
been maintained, or contributed to, by the Company or any Person which was at
such time a member of the Controlled Group for employees of any Person which
was at such time a member of the Controlled Group.




     “Post-Default Rate” shall mean, in respect of any principal of any Loan,
Unpaid Drawing or any other amount payable by any Borrower under this
Agreement, a rate per annum equal to the sum of 2% plus the higher of (i) the
Base Rate as in effect from time to time and (ii) in the case of any Loan, the
rate of interest (if any) otherwise applicable to such Loan.



     “Pricing Schedule” shall mean the Pricing Schedule attached hereto.



     “Prime Rate” shall mean the rate of interest from time to time announced
by National City at the Principal Office as its prime commercial lending rate.
Each change in the interest rate provided for herein resulting from a change in
the Prime Rate shall take effect at the time of such change in the Prime Rate.



     “Principal Office” shall mean, with respect to all matters other than
those relating to the making and repayment of Swing Loans, Canadian Revolving
Loans or other Canadian Obligations, the office of the Administrative Agent at
629 Euclid Avenue, Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent
Services (facsimile: (216) 222-0103), or such other office(s), as the
Administrative Agent may designate to the Company in writing from time to time.



     “Purchase Date” has the meaning provided in Section 2.01(c)(iii).



     “Quarterly Dates” shall mean the last Business Day of each March, June,
September and December.



     “Receivables” shall mean all accounts receivable of the Company or any of
its Subsidiaries (including any thereof constituting or evidenced by accounts,
chattel paper, instruments or general intangibles), and rights (contractual and
other) and collateral related thereto and all proceeds thereof.



     “Receivables Subsidiary” shall mean any special purpose, bankruptcy remote
Subsidiary of the Company that acquires, on a revolving or evergreen basis,
Receivables generated by the Company or any of its Subsidiaries and that
engages in no operations or activities other than those related to receivables
securitizations.



     “Reference Lenders” shall mean each of National City and KeyBank.



     “Regulation D” shall mean Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.



     “Regulatory Change” shall mean, with respect to any Lender, any change on
or after the date of this Agreement in United States federal, state or foreign
laws or regulations (including Regulation D) or the adoption or making on or
after such date of any interpretations, directives



16









 





or requests applying to a class of lenders including such Lender of or
under any United States federal or state, or any foreign, laws or regulations
(whether or not having the force of law) by any court or governmental or
monetary authority charged with the interpretation or administration thereof.




     “Release” shall mean any discharge, emission or release, including a
“RELEASE” as defined in CERCLA at 42 U.S.C. Section 9601(22). The term
“Released” shall have a corresponding meaning.



     “Revolving Borrower” shall mean the Company or any Foreign Revolving
Borrower.



     “Revolving Commitment” shall mean, with respect to each Lender, the amount
set forth opposite such Lender’s name in Schedule 1 hereto as its “Revolving
Commitment” as the same may be adjusted from time to time pursuant to Section
2.02 or as a result of assignments to or from such Lender pursuant to Section
13.06.



     “Revolving Exposure” shall mean, for any Lender at any time, the Dollar
Equivalent of the sum of (i) the principal amount of Revolving Loans made by
such Lender and outstanding at such time, and (ii) such Lender’s share of the
LC Outstandings at such time.



     “Revolving Loan” shall mean a loan made to a Revolving Borrower pursuant
to Section 2.01(a) hereof.



     “Revolving Note” shall mean a promissory note substantially in the form of
Exhibit A-1 hereto.



     “Revolving Percentage” shall mean, at any time for any Lender, the
percentage obtained by dividing such Lender’s Revolving Commitment by the Total
Revolving Commitment, provided, however, that if the Total Revolving Commitment
has been terminated, the Revolving Percentage for each Lender shall be
determined by dividing such Lender’s Revolving Commitment immediately prior to
such termination by the Total Revolving Commitment immediately prior to such
termination. The Revolving Percentage of each Lender as of the Closing Date is
set forth on Schedule 1 hereto.



     “S&P” shall have the meaning provided in the Pricing Schedule attached
hereto.



     “S&P Rating” shall mean, with respect to any Person, the rating accorded
to such Person’s senior unsecured long-term debt by S&P.



     “Schedule I Canadian Lender” shall mean any bank named on Schedule I to
the Bank Act (Canada).



     “Schedule I Reference Canadian Lenders” shall mean Canadian Imperial Bank
of Commerce and Bank of Montreal.



     “Schedule II/III Canadian Lender” shall mean any bank named on Schedule II
or Schedule III to the Bank Act (Canada).



17









 





     “Schedule II/III Reference Canadian Lender” shall mean National City Bank,
Canada Branch.



     “Senior Officer” shall mean the chief executive officer, president, chief
financial officer or vice president-treasurer of the Company.



     “Sharing Date” means the date upon the earliest to occur of (i) the
termination of the Commitments pursuant to Section 10.01 hereof, (ii) the
acceleration of the Obligations pursuant to 10.01 hereof, (iii) the occurrence
of an Event of Default pursuant to Section 10.01(f) or (g), but only if such
Event of Default relates to the Company, or (iv) the Commitment Termination
Date, to the extent that any of the Obligations (other than contingent
indemnification obligations) remain outstanding as of the close of business
(local time in the Principal Office) as of such date.



     “Sharing Percentage” shall mean, with respect to each Lender, a percentage
determined for such Lender on the Sharing Date obtained by dividing the Credit
Facility Exposure of such Lender on the Sharing Date by the Aggregate Credit
Facility Exposure on the Sharing Date, in each case as calculated, with respect
to any amounts outstanding in a Designated Foreign Currency, using the Dollar
Equivalent of such amount in effect on the Sharing Date, as the foregoing
percentage may be adjusted as a result of any assignments made pursuant to
Section 13.06 hereof after the Sharing Date.



     “Significant Subsidiary” shall mean at any time any Subsidiary of the
Company, except Subsidiaries of the Company which, if aggregated and considered
as a single Subsidiary at the time of occurrence with respect to such
Subsidiaries of any event or condition of the kind described in clause (e), (f)
or (g) of Section 10.01, would not meet the definition of a “significant
subsidiary” contained as of the date hereof in Regulation S-X of the Securities
and Exchange Commission; provided that for purposes of Section 9.04 only,
“Significant Subsidiary” shall mean at any time any Subsidiary which would meet
the definition of a “significant subsidiary” contained as of the date hereof in
Regulation S-X of the Securities and Exchange Commission.



     “Standby Letter of Credit” shall mean any standby letter of credit issued
for the purpose of supporting workers compensation, liability insurance,
releases of contract retention obligations, contract performance guarantee
requirements and other bonding obligations or for other lawful purposes.



     “Stated Amount” of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met).



     “Subsidiary” shall mean, with respect to any Person (the “parent”) at any
date, (i) any corporation, limited liability company, partnership or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date and (ii) any other
corporation, limited liability company, partnership or other entity of which
ownership interests representing at least a majority of the ordinary voting
power or, in the case of partnership, at least a majority of the general
partnership interests, are, as of such date, directly or indirectly owned,
controlled or held by the parent and/or one or more of its Subsidiaries.



18









 





     “Swing Line Commitment” shall mean $20,000,000.



     “Swing Line Facility” shall mean the credit facility established under
Section 2.01(c).



     “Swing Line Facility Exposure” shall mean, at any time, the sum of the
principal amount of Swing Loans outstanding at such time.



     “Swing Line Lender” shall mean National City.



     “Swing Line Note” shall mean a promissory note substantially in the form
of Exhibit A-2 hereto.



     “Swing Loan” shall mean any loan made by the Swing Line Lender under the
Swing Line Facility.



     “Swing Loan Maturity Date” shall mean the earlier of (i) (A) with respect
to any Swing Loan (other than an Automatic Swing Loan), the last day of the
period for such Swing Loan as established by the Swing Line Lender and agreed
to by the Company, which shall be less than 15 days, and (B) with respect to
any Automatic Swing Loan, the Business Day immediately succeeding the day on
which such Automatic Swing Loan was made, and (ii) the Commitment Termination
Date.



     “Swing Loan Participation” has the meaning provided in Section
2.01(c)(iii).



     “Swing Loan Participation Amount” has the meaning provided in Section
2.01(c)(iii).



     “Total Canadian Commitment” shall mean, at any time, the sum of the
Canadian Commitments of the Canadian Lenders at such time.



     “Total Revolving Commitment” shall mean, at any time, the sum of the
Revolving Commitments of the Lenders at such time. As of the Closing Date, the
amount of the Total Revolving Commitment is $330,000,000.



     “Type” shall mean any type of Loan determined with respect to the interest
option and currency denomination applicable thereto, which (x) for all purposes
other than in the case of the Canadian Facility, shall be a Base Rate Loan, a
Eurodollar Loan, a Foreign Currency Loan or a Swing Loan, and (y) in the case
of the Canadian Facility, shall be a Canadian Base Rate Loan or a BA Equivalent
Loan.



     “Unfunded Liabilities” shall mean, with respect to any Plan, at any time,
the amount (if any) by which (i) the value of all benefits liabilities under
such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such benefits under Title IV
of ERISA (excluding any accrued but unpaid contributions), all determined as of
the then most recent valuation date for such Plan, but only to the extent that
such excess represents a potential liability of the Company or any member of
the Controlled Group to the PBGC or any other Person under Title IV of ERISA.



19









 





     “Unpaid Drawing” shall mean, with respect to any Letter of Credit, the
aggregate Dollar or Dollar Equivalent amount, as applicable, of the draws made
on such Letter of Credit that have not been reimbursed by the Company or the
applicable LC Obligor or converted to a Revolving Loan pursuant to Section
2.01(d)(vi), and, in each case, all interest that accrues thereon pursuant to
this Agreement.



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



     1.02 Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be delivered hereunder shall be prepared, in accordance with GAAP;
provided that if any change in GAAP in itself materially affects the
calculation of any financial covenant in Section 9, the Company may by notice
to the Administrative Agent, or the Administrative Agent (at the request of the
Majority Lenders) may by notice to the Company, require that such covenant
thereafter be calculated in accordance with GAAP as in effect, and applied by
the Company, immediately before such change in GAAP occurs. If such notice is
given, the compliance certificates delivered pursuant to Section 9.01 after
such change occurs shall be accompanied by reconciliations of the difference
between the calculation set forth therein and a calculation made in accordance
with GAAP as in effect from time to time after such change occurs. To enable
the ready determination of compliance with the covenants set forth in Section 9
hereof, the Company will not change from May 31 in each year the date on which
its fiscal year ends, nor from August 31, November 30 and February 28 (or 29)
the dates on which the first three fiscal quarters in each fiscal year end.



     1.03 Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (a) any definition of or reference to
any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Sections, Schedules and Exhibits shall be construed to
refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all real property, tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights, and interests in any of the foregoing, and (f) any reference to a
statute, rule or regulation is to that statute, rule or regulation as now
enacted or as the same may from time to time be amended, re-enacted or
expressly replaced.



20









 





     1.04 Currency Equivalents. Except as otherwise specified herein, all
references herein or in any other Loan Document to a dollar amount shall mean
such amount in Dollars or, if the context so requires, the Dollar Equivalent of
such amount in any Designated Foreign Currency. The Dollar Equivalent of any
amount shall be determined in accordance with the definition of “Dollar
Equivalent”; provided, however, that (a) notwithstanding the foregoing or
anything elsewhere in this Agreement to the contrary, in calculating the Dollar
Equivalent of any amount for purposes of determining (i) any Borrower’s
obligation to prepay Loans or cash collateralize Letters of Credit pursuant to
Section 3.02(b) hereof, or (ii) any Borrower’s ability to request additional
Loans or Letters of Credit pursuant to the Commitments, the Administrative
Agent may, in its discretion, calculate the Dollar Equivalent of such amount on
any Business Day selected by the Administrative Agent, and (b) in determining
whether or not the Company and its Subsidiaries have exceeded any basket
limitation set forth in Section 9.11, 9.12, 9.16 or 10.01(b), (h) or (i), the
Company and its Subsidiaries shall not be deemed to have exceeded any such
basket limitation to the extent that, and only to the extent that, any such
basket limitation was exceeded solely as a result of fluctuations in the
exchange rate applicable to any Designated Foreign Currency.




     SECTION 2. COMMITMENTS.


     2.01 Loans and Letters of Credit.







     (a) Revolving Loans. During the Commitment Period, each Lender that has a
Revolving Commitment severally agrees, on the terms and conditions set forth in
this Agreement, to make a Revolving Loan or Revolving Loans to each Revolving
Borrower from time to time pursuant to such Lender’s Revolving Commitment,
which Revolving Loans (i) may, except as set forth herein, at the option of
each Revolving Borrower, be incurred and maintained as, or converted into,
Revolving Loans that are Base Rate Loans, Eurodollar Loans or Foreign Currency
Loans, in each case denominated in Dollars or a Designated Foreign Currency,
provided that all Revolving Loans made as part of the same borrowing shall,
unless otherwise specifically provided herein, be made to the same Revolving
Borrower and consist of Revolving Loans of the same Type; (ii) may be repaid or
prepaid and re-borrowed in accordance with the provisions hereof; and (iii)
shall not be made if, after giving effect to any such Revolving Loan, (A) the
Revolving Exposure of any Lender would exceed such Lender’s Revolving
Commitment, (B) the Aggregate Revolving Exposure would exceed the Total
Revolving Commitment, or (C) any Borrower would be required to prepay Loans or
cash collateralize Letters of Credit pursuant to Section 3.02(b).



     (b) Canadian Revolving Loans. At any time during the Commitment Period
and any Canadian Facility Availability Period, each Canadian Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make a
Canadian Revolving Loan or Canadian Revolving Loans to the Canadian Borrowers
from time to time pursuant to such Canadian Lender’s Canadian Commitment, which
Canadian Revolving Loans (i) may, except as set forth herein, at the option of
the Canadian Borrowers, be incurred and maintained as, or converted into,
Canadian Revolving Loans that are Canadian Base Rate Loans or BA Equivalent
Loans, in each case denominated in Canadian Dollars, provided that all Canadian
Revolving Loans made as part of the same borrowing shall, unless otherwise
specifically provided herein, be made to the same Canadian Borrower and consist
of Canadian Revolving Loans of the same Type; (ii) may



21









 





be repaid or prepaid and re-borrowed in accordance with the provisions
hereof; and (iii) shall not be made if, after giving effect to any such
Canadian Revolving Loan, (A) the Canadian Facility Exposure of any Canadian
Lender would exceed such Canadian Lender’s Canadian Commitment, (B) the
Aggregate Canadian Facility Exposure would exceed the Total Canadian
Commitment, or (C) any Borrower would be required to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 3.02(b).




     (c) Swing Line Facility.




     (i) Swing Loans. During the Commitment Period, the Swing Line
Lender agrees, on the terms and conditions set forth in this Agreement,
to make a Swing Loan or Swing Loans to the Company, which Swing Loans (A)
shall be payable on the Swing Loan Maturity Date applicable to each such
Swing Loan; (B) shall be made only in Dollars; (C) may be repaid or
prepaid and reborrowed in accordance with the provisions hereof; (D) may
only be made if after giving effect thereto (1) the Swing Line Facility
Exposure would not exceed the Swing Line Commitment, and (2) the
Aggregate Revolving Exposure would not exceed the Total Revolving
Commitment; (E) shall not be made if, after giving effect thereto, any
Borrower would be required to prepay Loans or cash collateralize Letters
of Credit pursuant to Section 3.02(c); and (F) shall not be made if the
proceeds thereof would be used to repay, in whole or in part, any
outstanding Swing Loan. On the day that a Swing Loan is made by the Swing
Line Lender and after giving effect to such Swing Loan the aggregate
amount of Swing Loans outstanding at such time would exceed the Funded
Swing Loan Threshold, the Funded Swing Line Participant shall (x) be
deemed to have purchased an undivided participating interest in all
outstanding Swing Loans in an amount equal to 50% of all outstanding
Swing Loans (the “Funded Swing Line Participation Amount”) and (y) pay to
the Swing Line Lender, in immediately available funds, the Funded Swing
Line Participation Amount. If any amount required to be paid by the
Funded Swing Line Participant pursuant to the above is not paid on the
date such payment is due, the Funded Swing Line Participant shall pay to
the Swing Line Lender on demand interest on the amount not so paid at the
overnight Federal Funds Effective Rate from the due date until such
amount is paid in full. The Swing Line Lender shall remit to the Funded
Swing Line Participant its pro rata portion of interest due and payable
under Section 4.02 hereof in respect of the Funded Swing Line
Participation Amount promptly after receipt of such interest by the
Company. The obligations of the Funded Swing Line Participant to
participate in Swing Loans in accordance with the foregoing are in
addition to its obligations as a Lender to participate in Swing Loans
pursuant to Section 2.01(c)(ii).




     (ii) Swing Loan Refunding. At any time the Swing Line Lender may,
in its sole and absolute discretion, direct that the Swing Loans owing to
it be refunded by delivering a notice to such effect to the
Administrative Agent, specifying the aggregate principal amount thereof
(a “Notice of Swing Loan Refunding”). Promptly upon receipt of a Notice
of Swing Loan Refunding, the Administrative Agent shall give notice of
the contents thereof to the Lenders with Revolving Commitments and,
unless an Event of Default specified in Section 10.01(f) or (g) in
respect of the Company has occurred, the Company. If no Event of Default
has occurred and is continuing at the time the Administrative Agent
receives a Notice of Swing Loan Refunding, the Administrative



22









 






Agent shall give notice of the contents of such Notice of Swing Loan
Refunding to the Company and permit the Company to convert such Swing
Loans into Fixed Rate Loans within three Business Days after the
Administrative Agent delivers such notice to the Company, and if the
Company fails to so convert such Swing Loans on or before the third
Business Day, such Swing Loans shall be converted to Eurodollar Loans
with an Interest Period of one month. If an Event of Default has occurred
and is continuing at the time the Administrative Agent receives a Notice
of Swing Loan Refunding, such Notice of Swing Loan Refunding shall be
deemed to constitute delivery by the Company of a notice requesting
Revolving Loans consisting of Base Rate Loans in the amount of the Swing
Loans to which it relates, and such Swing Loans shall be converted to
Base Rate Loans. Each Lender with a Revolving Commitment (including the
Swing Line Lender and the Funded Swing Line Participant) hereby
unconditionally agrees (notwithstanding that any of the conditions
specified in Section 7.02 or elsewhere in this Agreement shall not have
been satisfied, but subject to the provisions of paragraph (iv) below) to
make a Revolving Loan to the Company in the amount of such Lender’s
Revolving Percentage of the aggregate amount of the Swing Loans to which
such Notice of Swing Loan Refunding relates. Each such Lender shall make
the amount of such Revolving Loan available to the Administrative Agent
in immediately available funds at the Payment Office not later than 2:00
P.M. (local time at the Payment Office), if such notice is received by
such Lender prior to 11:00 A.M. (local time at its Domestic Lending
Office), or not later than 2:00 P.M. (local time at the Payment Office)
on the next Business Day, if such notice is received by such Lender after
such time. The proceeds of such Revolving Loans shall be made
immediately available to the applicable Swing Line Lender and applied by
it to repay the principal amount of the Swing Loans to which such Notice
of Swing Loan Refunding relates.




     (iii) Swing Loan Participation. If prior to the time a Revolving
Loan would otherwise have been made as provided above as a consequence of
a Notice of Swing Loan Refunding, any of the events specified in Section
10.01 (f) or (g) shall have occurred in respect of the Company or one or
more of the Lenders with Revolving Commitments shall determine that it is
legally prohibited from making a Revolving Loan under such circumstances,
each Lender (other than the Swing Line Lender and, if the Funded Swing
Line Participant has purchased a participating interest in the Swing
Loans that are the subject of such Notice of Swing Loan Refunding
pursuant to Section 2.01(c)(i), the Funded Swing Line Participant), or
each Lender (other than the Swing Line Lender and, if the Funded Swing
Line Participant has purchased a participating interest in the Swing
Loans that are the subject of such Notice of Swing Loan Refunding
pursuant to Section 2.01(c)(i), the Funded Swing Line Participant) so
prohibited, as the case may be, shall, on the date such Revolving Loan
would have been made by it (the “Purchase Date”), purchase an undivided
participating interest (a “Swing Loan Participation”) in the outstanding
Swing Loans to which such Notice of Swing Loan Refunding relates, in an
amount (the “Swing Loan Participation Amount”) equal to such Lender’s
Revolving Percentage of such outstanding Swing Loans. On the Purchase
Date, each such Lender or each such Lender so prohibited, as the case may
be, shall pay to the applicable Swing Line Lender, in immediately
available funds, such Lender’s Swing Loan Participation Amount, and
promptly upon receipt thereof the Swing Line Lender shall, if requested
by such other Lender, deliver to such Lender a participation certificate,



23









 






dated the date of the Swing Line Lender’s receipt of the funds from,
and evidencing such Lender’s Swing Loan Participation in, such Swing
Loans and its Swing Loan Participation Amount in respect thereof. If any
amount required to be paid by a Lender to the Swing Line Lender pursuant
to the above provisions in respect of any Swing Loan Participation is not
paid on the date such payment is due, such Lender shall pay to the Swing
Line Lender on demand interest on the amount not so paid at the overnight
Federal Funds Effective Rate from the due date until such amount is paid
in full. Upon receipt of such Swing Loan Participation Amount, if the
Funded Swing Line Participant has purchased a participating interest in
the Swing Loans related thereto, the Swing Line Lender shall pay to the
Funded Swing Line Participant its pro rata portion of such amount owing
to the Funded Swing Line Participant. Whenever, at any time after the
Swing Line Lender has received from any other Lender such Lender’s Swing
Loan Participation Amount, the Swing Line Lender receives any payment
from or on behalf of the Company on account of the related Swing Loans,
the Swing Line Lender will promptly distribute to such Lender its ratable
share of such amount based on its Revolving Percentage of such amount on
such date on account of its Swing Loan Participation (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s participating interest was outstanding and
funded); provided, however, that if such payment received by the Swing
Line Lender is required to be returned, such Lender will return to the
Swing Line Lender any portion thereof previously distributed to it by the
Swing Line Lender.




     (iv) Obligations Unconditional. Each Lender’s obligation to make
Revolving Loans pursuant to this Section 2.01(c) and/or to purchase Swing
Loan Participations in connection with a Notice of Swing Loan Refunding
shall be subject to the conditions that (A) such Lender shall have
received a Notice of Swing Loan Refunding complying with the provisions
hereof and (B) at the time the Swing Loans that are the subject of such
Notice of Swing Loan Refunding were made, the Swing Line Lender making
the same had no actual written notice from another Lender that an Event
of Default had occurred and was continuing, but otherwise shall be
absolute and unconditional, shall be solely for the benefit of the Swing
Line Lender that gives such Notice of Swing Loan Refunding, and shall not
be affected by any circumstance, including, without limitation, (1) any
set-off, counterclaim, recoupment, defense or other right that such
Lender may have against any other Lender, any Borrower, or any other
Person, or any Borrower may have against any Lender or other Person, as
the case may be, for any reason whatsoever; (2) the occurrence or
continuance of a Default or Event of Default; (3) any event or
circumstance involving a Material Adverse Effect; (4) any breach of any
Loan Document by any party thereto; or (5) any other circumstance,
happening or event, whether or not similar to any of the foregoing.



     (d) Letters of Credit.




     (i) LC Issuances. During the Commitment Period, the Company may
request an LC Issuer at any time and from time to time to issue, for the
account of any LC Obligor, and subject to and upon the terms and
conditions herein set forth, each LC Issuer agrees to issue from time to
time Letters of Credit denominated and payable in Dollars or any
Designated Foreign Currency and in each case in such form as may be
approved by



24









 






such LC Issuer and the Administrative Agent; provided, however, that
notwithstanding the foregoing, no LC Issuance shall be made if, after
giving effect thereto, (A) the LC Outstandings would exceed the LC
Commitment Amount, (B) the Revolving Exposure of any Lender would exceed
such Lender’s Revolving Commitment, (C) the Aggregate Revolving Exposure
would exceed the Total Revolving Commitment, or (D) the Borrower would be
required to prepay Loans or cash collateralize Letters of Credit pursuant
to Section 3.02(b)(ii) hereof. Subject to Section 2.01(d)(iii) below,
each Letter of Credit shall have an expiry date (including any renewal
periods) occurring not later than the earlier of (y) one year from the
date of issuance thereof, or (z) 30 Business Days prior to the Commitment
Termination Date.




     (ii) LC Requests. Whenever the Company desires that a Letter of
Credit be issued for its account or the account of any other LC Obligor,
the Company shall give the Administrative Agent and the applicable LC
Issuer written or telephonic notice (in the case of telephonic notice,
promptly confirmed in writing if so requested by the Administrative
Agent) (each such request, a “LC Request”), prior to 11:00 A.M.
(Cleveland, Ohio time) at least three Business Days, or in the case of
any LC Request for a Letter of Credit denominated in a Designated Foreign
Currency, five Business Days (or such shorter period as may be acceptable
to such LC Issuer), prior to the proposed date of issuance (which shall
be a Business Day), which LC Request shall include such supporting
documents that such LC Issuer customarily requires in connection
therewith (including, in the case of a Letter of Credit for an account
party other than the Company, an application for, and if applicable a
reimbursement agreement with respect to, such Letter of Credit). In the
event of any inconsistency between any of the terms or provisions of any
LC Document and the terms and provisions of this Agreement respecting
Letters of Credit, the terms and provisions of this Agreement shall
control.




     (iii) Auto-Renewal Letters of Credit. If an LC Obligor so requests
in any applicable LC Request, the applicable LC Issuer shall agree to
issue a Letter of Credit that has automatic renewal provisions; provided,
however, that any Letter of Credit that has automatic renewal provisions
must permit such LC Issuer to prevent any such renewal at least once in
each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day in each such twelve-month period to be agreed upon at
the time such Letter of Credit is issued. Once any such Letter of Credit
that has automatic renewal provisions has been issued, the Lenders shall
be deemed to have authorized (but may not require) such LC Issuer to
permit the renewal of such Letter of Credit at any time to an expiry date
not later than 30 Business Days prior to the Commitment Termination Date;
provided, however, that such LC Issuer shall not permit any such renewal
if (A) such LC Issuer has determined that it would have no obligation at
such time to issue such Letter of Credit in its renewed form under the
terms hereof, or (B) it has received notice (which may be by telephone or
in writing) on or before the day that is two Business Days before the
date that such LC Issuer is permitted to send a notice of non-renewal
from the Administrative Agent, any Lender or the Company that one or more
of the applicable conditions specified in Section 7.02 is not then
satisfied.



25









 






     (iv) Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by an LC Issuer and the applicable LC Obligor, when a Letter of
Credit is issued, (i) the rules of the “International Standby Practices
1998” published by the Institute of International Banking Law & Practice
(or such later version thereof as may be in effect at the time of
issuance) shall apply to each Standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as
most recently published by the International Chamber of Commerce at the
time of issuance (including the International Chamber of Commerce’s
decision published by the Commission on Banking Technique and Practice on
April 6, 1998 regarding the European single currency (euro)) shall apply
to each Commercial Letter of Credit.




     (v) Notice of LC Issuance. Each LC Issuer shall, on the date of
each LC Issuance by it, give the Administrative Agent, each applicable
Lender and the Company written notice of such LC Issuance, accompanied by
a copy to the Administrative Agent of the Letter of Credit or Letters of
Credit issued by it. Each LC Issuer shall provide to the Administrative
Agent a quarterly (or monthly if requested by any applicable Lender)
summary describing each Letter of Credit issued by such LC Issuer and
then outstanding and an identification for the relevant period of the
daily aggregate LC Outstandings represented by Letters of Credit issued
by such LC Issuer.




     (vi) Reimbursement Obligations.




          (A) The Company hereby agrees to reimburse (or cause any LC Obligor
for whose account a Letter of Credit was issued to reimburse) each LC
Issuer, by making payment directly to each such LC Issuer in immediately
available funds at the payment office of each LC Issuer, for any Unpaid
Drawing with respect to any Letter of Credit immediately after, and in
any event on the date on which, such LC Issuer notifies the Company (or
any such other LC Obligor for whose account such Letter of Credit was
issued) of such payment or disbursement (which notice to the Company (or
such other LC Obligor) shall be delivered reasonably promptly after any
such payment or disbursement), such payment to be made in Dollars or in
the applicable Designated Foreign Currency in which such Letter of Credit
is denominated, with interest on the amount so paid or disbursed by such
LC Issuer, to the extent not reimbursed prior to 1:00 p.m. Cleveland,
Ohio time on the date of such payment or disbursement, from and including
the date paid or disbursed to but not including the date such LC Issuer
is reimbursed therefor at a rate per annum that shall be the rate then
applicable to Revolving Loans that are Base Rate Loans or, if not
reimbursed on the date of such payment or disbursement, at the Default
Rate, any such interest also to be payable on demand. If by 11:00 a.m.
Cleveland, Ohio time on the Business Day immediately following notice to
it of its obligation to make reimbursement in respect of an Unpaid
Drawing, the Company or the relevant LC Obligor has not made such
reimbursement out of its available cash on hand or, in the case of the
Company, a contemporaneous borrowing hereunder (if such borrowing is
otherwise available to the Company), (x) the Company will in each case be
deemed to have requested a Revolving Loan that is a Base Rate Loan in an
aggregate Dollar Equivalent principal amount sufficient to reimburse such
Unpaid Drawing (and the Administrative Agent shall promptly give notice
to the Lenders of such deemed request for Revolving Loan), (y) the
Lenders shall, unless they are legally prohibited



26









 






from doing so, make the Revolving Loans contemplated by such deemed
request (which Revolving Loans shall be considered made under Section
2.01), and (z) the proceeds of such Revolving Loans shall be disbursed
directly to such LC Issuer to the extent necessary to effect such
reimbursement (and such disbursement shall be in full satisfaction of the
obligation to make reimbursement in respect of such Unpaid Drawing), with
any excess proceeds to be made available to the Company in accordance
with the applicable provisions of this Agreement.




          (B) Each LC Obligor’s obligation under this Section to reimburse
each LC Issuer with respect to Unpaid Drawings (including, in each case,
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment that such LC Obligor may have or have had against such LC Issuer,
the Administrative Agent or any Lender, including, without limitation,
any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of
such drawing; provided, however, that no LC Obligor shall be obligated to
reimburse an LC Issuer for any wrongful payment made by such LC Issuer
under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such LC Issuer.




     (vii) LC Participations.




          (A) Immediately upon each LC Issuance, the LC Issuer of such Letter
of Credit shall be deemed to have sold and transferred to each Lender
with a Revolving Commitment, and each such Lender (each an “LC
Participant”) shall be deemed irrevocably and unconditionally to have
purchased and received from such LC Issuer, without recourse or warranty,
an undivided interest and participation (an “LC Participation”), to the
extent of such Lender’s Revolving Percentage of the Stated Amount of such
Letter of Credit in effect at such time of issuance, in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder,
the obligations of any LC Obligor under this Agreement with respect
thereto (although LC Fees relating thereto shall be payable directly to
the Administrative Agent for the account of the Lenders as provided in
Section 2.03(d) and the LC Participants shall have no right to receive
any portion of any fees of the nature contemplated by Section
2.03(d)(iii) or Section 2.03(d)(iv)), the obligations of any LC Obligor
under any LC Documents pertaining thereto, and any security for, or
guaranty pertaining to, any of the foregoing.




          (B) In determining whether to pay under any Letter of Credit, an LC
Issuer shall not have any obligation relative to the LC Participants
other than to determine that any documents required to be delivered under
such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by an LC Issuer under or in connection with
any Letter of Credit, if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for any LC Issuer any
resulting liability.



27









 






          (C) In the event that an LC Issuer makes any payment under any
Letter of Credit and the applicable LC Obligor shall not have reimbursed
such amount in full to such LC Issuer pursuant to Section 2.01(d)(vi),
such LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each LC Participant of such
failure, and each LC Participant shall promptly and unconditionally pay
to the Administrative Agent for the account of such LC Issuer, the amount
of such LC Participant’s Revolving Percentage of such payment in Dollars
or in the applicable Designated Foreign Currency in which such Letter of
Credit is denominated and in same-day funds; provided, however, that no
LC Participant shall be obligated to pay to the Administrative Agent its
Revolving Percentage of such unreimbursed amount for any wrongful payment
made by such LC Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part
of such LC Issuer. If the Administrative Agent so notifies any LC
Participant required to fund a payment under a Letter of Credit prior to
11:00 A.M. (local time at its Notice Office) on any Business Day, such LC
Participant shall make available to the Administrative Agent for the
account of the relevant LC Issuer such LC Participant’s Revolving
Percentage of the amount of such payment on such Business Day in same-day
funds. If and to the extent such LC Participant shall not have so made
its Revolving Percentage of the amount of such payment available to the
Administrative Agent for the account of the relevant LC Issuer, such LC
Participant agrees to pay to the Administrative Agent for the account of
such LC Issuer, forthwith on demand, such amount, together with interest
thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of such LC Issuer at the
Federal Funds Effective Rate. The failure of any LC Participant to make
available to the Administrative Agent for the account of the relevant LC
Issuer its Revolving Percentage of any payment under any Letter of Credit
shall not relieve any other LC Participant of its obligation hereunder to
make available to the Administrative Agent for the account of such LC
Issuer its Revolving Percentage of any payment under any Letter of Credit
on the date required, as specified above, but no LC Participant shall be
responsible for the failure of any other LC Participant to make available
to the Administrative Agent for the account of such LC Issuer such other
LC Participant’s Revolving Percentage of any such payment.




          (D) Whenever an LC Issuer receives a payment of a reimbursement
obligation as to which the Administrative Agent has received for the
account of such LC Issuer any payments from the LC Participants pursuant
to subpart (C) above, such LC Issuer shall pay to the Administrative
Agent and the Administrative Agent shall promptly pay to each LC
Participant that has paid its Revolving Percentage thereof, in same-day
funds, an amount equal to such LC Participant’s Revolving Percentage of
the principal amount thereof and interest thereon accruing after the
purchase of the respective LC Participations, as and to the extent so
received.




          (E) The obligations of the LC Participants to make payments to the
Administrative Agent for the account of each LC Issuer with respect to
Letters of Credit shall be irrevocable and not subject to counterclaim,
set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without limitation,
any of the following circumstances: (1) any lack of validity or
enforceability of this



28









 






Agreement or any of the other Loan Documents; (2) the existence of
any claim, set-off defense or other right that any LC Obligor may have at
any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, any LC Issuer, any
Lender, or other Person, whether in connection with this Agreement, any
Letter of Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transaction between the applicable
LC Obligor and the beneficiary named in any such Letter of Credit), other
than any claim that the applicable LC Obligor may have against such LC
Issuer for gross negligence or willful misconduct of such LC Issuer in
making payment under any applicable Letter of Credit; (3) any draft,
certificate or other document presented under the 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; (4)
the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents; or (5) the
occurrence of any Default or Event of Default.




          (F) To the extent an LC Issuer is not indemnified by the Company or
any LC Obligor, the LC Participants will reimburse and indemnify such LC
Issuer, in proportion to their respective Revolving Percentages, for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of
whatsoever kind or nature that may be imposed on, asserted against or
incurred by such LC Issuer in performing its respective duties in any way
related to or arising out of LC Issuances by it; provided, however, that
no LC Participants shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments,
costs, expenses or disbursements resulting from such LC Issuer’s gross
negligence or willful misconduct.




     (viii) Existing Letters of Credit. On and after the Closing Date,
each Existing Letter of Credit shall be deemed to have been issued by
National City as an LC Issuer hereunder, and each Existing Letter of
Credit shall constitute a Letter of Credit for all purposes hereof and
under this Agreement and the other Loan Documents. The Company agrees
that it shall be liable with respect to any drawing made under any of the
Existing Letters of Credit in accordance with this Section and the other
provisions of this Agreement. The Company and National City agree that
on and after the Closing Date (i) the fees applicable to each Existing
Letter of Credit shall be the fees set forth in this Agreement and, (ii)
to the extent there is any reimbursement agreement in effect with respect
to any Existing Letter of Credit and the terms of such reimbursement
agreement and this Agreement in any way conflict or are inconsistent, the
terms of this Agreement shall control.



     2.02 Activation and Deactivation of Canadian Commitments; Adjustment of
Commitments.



     (a) Mandatory Termination. The Commitments shall be terminated on the
Commitment Termination Date. Once terminated, the Commitments may not be
reinstated.



29









 





     (b) Optional Reductions. The Company shall have the right to terminate or
reduce the Commitments at any time or from time to time, provided that: (i) the
Company shall give notice of each such termination or reduction to the
Administrative Agent as provided in Section 5.05 hereof, (ii) each partial
reduction shall be in an aggregate amount equal to $10,000,000 or any greater
multiple of $5,000,000 and (iii) no such reduction shall be permitted unless
and until, in connection therewith, any mandatory prepayments that would be
required to be made upon the effectiveness of such a reduction has been made.
Once terminated or, subject to Section 2.02(c), (d) and (e), reduced, the
Commitments may not be reinstated.



     (c) Activation and Deactivation of Canadian Commitments.




     (i) At any time during the Commitment Period, the Company may
request that the Canadian Lenders activate the Canadian Commitments upon
written notice to the Administrative Agent and the Lenders. Such notice
shall be made not fewer than 15 Business Days (or such shorter time as
shall be agreed to by the Administrative Agent and the Canadian Lenders)
prior to the proposed date upon which the Company has requested that the
Canadian Commitments become activated; provided, however, that the
Canadian Commitments may only be activated if (A) no Default or Event of
Default exists at the time of such notice or would begin to exist at or
immediately after the activation of the Canadian Commitments; (B) the
Canadian Activation Condition is satisfied on the date of such
activation; (C) all of the conditions set forth in Section 7.03 have been
satisfied; and (D) there shall be one or more Canadian Borrowers
hereunder. On each date upon which one or more Canadian Commitments are
activated, (1) the Revolving Commitment of each Lender that has a
Canadian Commitment (whether directly or through its Canadian Lending
Installation) on such date shall be automatically reduced by the amount
of its Canadian Commitment as of such date; (2) Schedule 1 hereto shall
be deemed to be automatically adjusted to reflect the new Revolving
Commitments and Canadian Commitments, if any, of each Lender and each
such Lender’s new Revolving Percentages as of such date; and (3) the
Company shall prepay all outstanding Revolving Loans in their entirety,
and, to the extent the Company elects to do so and subject to the
conditions specified in Section 7, the Company shall reborrow Revolving
Loans from the Lenders in proportion to their respective Revolving
Commitments after giving effect to such activation.




     (ii) At any time during the Commitment Period and during any
Canadian Commitment Availability Period, the Company may request that the
Canadian Lenders deactivate the Canadian Commitments upon written notice
to the Administrative Agent and the Lenders. Such notice shall be made
not fewer than 15 Business Days (or such shorter time as shall be agreed
to by the Administrative Agent and the Canadian Lenders) prior to the
proposed date upon which the Company has requested that the Canadian
Commitments become deactivated (the effective date of any such
deactivation shall be referred to herein as a “Canadian Commitment
Deactivation Date”); provided, however, that the Canadian Commitments may
only be deactivated if (A) no Default or Event of Default exists at the
time of such notice or would begin to exist at or immediately after the
deactivation of the Canadian Commitments and (B) all outstanding Canadian
Obligations have been paid in full on or prior to the date of such
deactivation. On each date upon which the Canadian Commitments are
deactivated, (1) the Revolving



30









 






Commitment of each Lender that has a Canadian Commitment (whether
directly or through its Canadian Lending Installation) on such date shall
be automatically increased by the amount of its Canadian Commitment as of
such date; (2) Schedule 1 hereto shall be deemed to be automatically
adjusted to reflect the new Revolving Commitments and Canadian
Commitments, if any, of each Lender and each such Lender’s new Revolving
Percentages as of such date; and (3) the Company shall prepay all
outstanding Revolving Loans in their entirety, and, to the extent the
Company elects to do so and subject to the conditions specified in
Section 7, the Company shall reborrow Revolving Loans from the Lenders in
proportion to their respective Revolving Commitments after giving effect
to such deactivation.



     (d) Additional Revolving Commitments. At any time during the Commitment
Period, if no Default or Event of Default shall have occurred and be continuing
at such time, the Company may, if it so elects, increase the aggregate amount
of the Revolving Commitments, by agreeing with one or more existing Lenders
that such Lenders’ Revolving Commitments shall be increased (each such Lender
agreeing to increase its Revolving Commitment is hereinafter referred to as an
“Increasing Lender”). Such Increasing Lender shall promptly provide the
Administrative Agent with written notice of its agreement with the Company to
increase its Commitment. If the Increasing Lender(s) shall have agreed to
increase their respective Revolving Commitments by an aggregate amount less
than the increase requested by the Company in accordance with this clause (d),
the Company may arrange for one or more banks or other entities, in each case
acceptable to the Administrative Agent (each such bank or entity is hereinafter
referred to as an “Augmenting Lender”) to commit to making Revolving Loans
pursuant to a Revolving Commitment hereunder in an amount no less than
$15,000,000. Upon execution and delivery by the Company and each such
Increasing Lender and/or Augmenting Lender of an instrument of assumption and
such other documentation reasonably requested by the Administrative Agent, in
each case in form and substance satisfactory to the Administrative Agent, each
such Increasing Lender and/or Augmenting Lender shall have a Revolving
Commitment as therein set forth; provided that (i) such increase may only occur
once, on a single date, (ii) the Company shall provide prompt notice of such
increase to the Administrative Agent not less than 30 days prior to the
proposed increase date, which shall promptly notify the other Lenders, (iii)
the aggregate amount of all such increases made pursuant to this clause (d)
shall not exceed $100,000,000, (iv) the sum of the Total Revolving Commitment
and Total Canadian Commitment, after giving effect to such increase, shall at
no time exceed $430,000,000, and, (v) if such increase would cause the sum of
the Total Revolving Commitment and Total Canadian Commitment to exceed
$400,000,000, then the Board of Directors of the Company shall have duly
authorized the Company to increase the Commitments of the Lenders to the amount
requested by the Company and the Company shall have provided to the
Administrative Agent written evidence, in form and substance reasonably
satisfactory to the Administrative Agent, of such authorization on or prior to
the proposed increase date. Upon any increase in the aggregate amount of the
Revolving Commitments pursuant to this clause (d), within five Business Days in
the case of all Revolving Loans that are Base Rate Loans outstanding, and at
the end of the then current Interest Period with respect thereto in the case of
all Eurodollar Loans then outstanding, the Company shall prepay such Loans in
their entirety, and, to the extent the Company elects to do so and subject to
the conditions specified in Section 7, the Company shall reborrow Revolving
Loans from the Lenders in proportion to their



31









 





respective Revolving Commitments after giving effect to such increase,
until such time as all outstanding Revolving Loans are held by the Lenders in
such proportion.




     (e) Additional Canadian Commitments. At any time during the Commitment
Period, if no Default or Event of Default shall have occurred and be continuing
at such time, the Company may, if it so elects, increase the aggregate amount
of the Canadian Commitments, by agreeing with one or more existing Canadian
Lenders that such Canadian Lenders’ Canadian Commitments shall be increased
(each such Canadian Lender agreeing to increase its Canadian Commitment is
hereinafter referred to as an “Increasing Canadian Lender”). Such Increasing
Canadian Lender shall promptly provide the Administrative Agent with written
notice of its agreement with the Company to increase its Canadian Commitment.
If the Increasing Canadian Lender(s) shall have agreed to increase their
respective Canadian Commitments by an aggregate amount less than the increase
requested by the Company in accordance with this clause (e), the Company may
arrange for one or more banks or other entities, in each case acceptable to the
Administrative Agent (each such bank or entity is hereinafter referred to as an
“Augmenting Canadian Lender”) to commit to making Loans pursuant to a Canadian
Commitment hereunder in an amount no less than $5,000,000. Upon execution and
delivery by the Company, each Canadian Borrower and each such Increasing
Canadian Lender and/or Augmenting Canadian Lender of an instrument of
assumption and such other documentation reasonably requested by the
Administrative Agent, in each case in form and substance satisfactory to the
Administrative Agent, each such Increasing Canadian Lender and/or Augmenting
Canadian Lender shall have a Canadian Commitment as therein set forth; provided
that (i) such increase may only occur once, on a single date, (ii) the Company
shall provide prompt notice of such increase to the Administrative Agent not
less than 30 days prior to the proposed increase date, which shall promptly
notify the other Lenders, (iii) the aggregate amount of all such increases
shall not exceed $15,000,000, (iv) the sum of the Total Revolving Commitment
and Total Canadian Commitment, after giving effect to such increase, shall at
no time exceed $430,000,000, and, (v) if such increase would cause the sum of
the Total Revolving Commitment and Total Canadian Commitment to exceed
$400,000,000, then the Board of Directors of the Company shall have duly
authorized the Company to increase the Commitments of the Lenders to the amount
requested by the Company and the Company shall have provided to the
Administrative Agent written evidence, in form and substance reasonably
satisfactory to the Administrative Agent, of such authorization on or prior to
the proposed increase date. Upon any increase in the aggregate amount of the
Canadian Commitments pursuant to this clause (e), within five Business Days in
the case of all Canadian Revolving Loans then outstanding, the Canadian
Borrowers shall prepay such Canadian Revolving Loans in their entirety, and, to
the extent the Canadian Borrowers elect to do so and subject to the conditions
specified in Section 7, the Canadian Borrowers shall reborrow Loans from the
Canadian Lenders in proportion to their respective Canadian Commitments after
giving effect to such increase, until such time as all outstanding Canadian
Revolving Loans are held by the Canadian Lenders in such proportion.



     2.03 Fees.



     (a) Facility Fees.




     (i) The Company shall pay to the Administrative Agent for the
account of each Lender with a Revolving Commitment facility fees on the
daily average amount of



32









 






such Lender’s Revolving Commitment (whether used or unused), for the
period from the Closing Date to but excluding the earlier of the date the
Revolving Commitments are terminated or the Commitment Termination Date,
at a facility fee rate per annum determined in accordance with the
Pricing Schedule; provided that, if such Lender continues to have any
Revolving Loans outstanding after its Revolving Commitment terminates,
then such facility fee shall continue to accrue on the daily outstanding
principal amount of such Lender’s Revolving Loans from and including the
date on which its Revolving Commitment terminates to but excluding the
date on which such Lender ceases to have any Revolving Loans outstanding.
Accrued facility fees pursuant to this subclause (a)(i) shall be payable
on the Quarterly Dates and on the date the Revolving Commitments are
terminated (and, if later, on the date the Revolving Loans shall be
repaid in their entirety); provided that any facility fees accruing after
the date on which the Commitments terminate shall be payable on demand.




     (ii) During each Canadian Facility Availability Period, the Canadian
Borrowers shall pay to the Administrative Agent for the account of each
Canadian Lender facility fees on the daily average amount of such
Canadian Lender’s Canadian Commitment (whether used or unused), for the
period from the applicable Canadian Commitment Activation Date to but
excluding the next subsequent Canadian Commitment Deactivation Date, at a
facility fee rate per annum determined in accordance with the Pricing
Schedule; provided that, if such Canadian Lender continues to have any
Canadian Revolving Loans outstanding after its Canadian Commitment
terminates, then such facility fee shall continue to accrue on the daily
outstanding principal amount of such Lender’s Canadian Revolving Loans
from and including the date on which its Canadian Commitment terminates
to but excluding the date on which such Canadian Lender ceases to have
any Canadian Revolving Loans outstanding. Accrued facility fees pursuant
to this subclause (b)(ii) shall be payable on the Quarterly Dates and on
the date the applicable Canadian Commitment Deactivation Date (and, if
later, on the date the Canadian Revolving Loans shall be repaid in their
entirety); provided that any facility fees accruing after the date on
which the Commitments terminate shall be payable on demand.



     (b) Utilization Fees.




     (i) During any period when the aggregate amount of LC Outstandings
and the principal amount of outstanding Revolving Loans exceeds 33% of
the Total Revolving Commitment or the Commitments have been terminated
but there are LC Outstandings and/or Revolving Loans outstanding, the
Company shall pay to the Administrative Agent for the account of each
Lender with a Revolving Commitment utilization fees at a utilization fee
rate per annum determined in accordance with the Pricing Schedule. Such
utilization fee shall accrue on the average daily aggregate amount of LC
Outstandings and the principal amount of outstanding Revolving Loans and
shall be payable on the Quarterly Dates and on the date the Commitments
are terminated (and, if later, on the date the Revolving Loans and the LC
Outstandings shall be repaid in their entirety); provided that any
utilization fees accruing after the date on which the Commitments
terminate shall be payable on demand.



33









 






     (ii) During any period when the Aggregate Canadian Facility Exposure
exceeds 33% of the Total Canadian Commitment or the Commitments have been
terminated but Canadian Revolving Loans are outstanding, the Canadian
Borrowers shall pay to the Administrative Agent for the account of each
Canadian Lender utilization fees at a utilization fee rate per annum
determined in accordance with the Pricing Schedule. Such utilization fee
shall accrue on the average daily aggregate outstanding principal amount
of such Canadian Lender’s Canadian Revolving Loans and shall be payable
on the Quarterly Dates and on the date the Commitments are terminated
(and, if later, on the date the Canadian Revolving Loans shall be repaid
in their entirety); provided that any utilization fees accruing after the
date on which the Commitments terminate shall be payable on demand.



     (c) Acceptance Fees. The Canadian Borrowers shall pay an Acceptance Fee
to each Canadian Lender in respect of each BA Equivalent Loan made by such
Canadian Lender hereunder. The Acceptance Fee with respect to a BA Equivalent
Loan shall be payable on the date such BA Equivalent Loan is made, and shall be
paid to the Canadian Administrative Branch of the Administrative Agent for the
benefit of the Canadian Lender making such BA Equivalent Loan out of the
proceeds thereof as set forth in Section 3.01(b)(ii). The Acceptance Fee with
respect to a BA Equivalent Loan shall be calculated at the rate per annum equal
to the Applicable Margin in effect on such date on the principal amount of, and
for the duration of the Interest Period applicable to, such BA Equivalent Loan.



     (d) LC Fees.




     (i) Standby Letters of Credit. The Company agrees to pay to the
Administrative Agent, for the ratable benefit of each Lender with a
Revolving Commitment based upon each such Lender’s Revolving Percentage,
a fee in respect of each Letter of Credit issued hereunder that is a
Standby Letter of Credit for the period from the date of issuance of such
Letter of Credit until the expiration date thereof (including any
extensions of such expiration date that may be made at the election of
the account party or the beneficiary), computed for each day at a rate
per annum equal to (A) the Applicable Margin for Revolving Loans that are
Eurodollar Loans in effect on such day times (B) the Stated Amount of
such Letter of Credit on such day. The foregoing fees shall be payable
quarterly in arrears on the last Business Day of each March, June,
September and December and on the Commitment Termination Date.




     (ii) Commercial Letters of Credit. The Company agrees to pay to the
Administrative Agent for the ratable benefit of each Lender with a
Revolving Commitment based upon each such Lender’s Revolving Percentage,
a fee in respect of each Letter of Credit issued hereunder that is a
Commercial Letter of Credit in an amount equal to (A) the Applicable
Margin for Revolving Loans that are Eurodollar Loans in effect on the
date of issuance times (B) the Stated Amount of such Letter of Credit.
The foregoing fees shall be payable on the date of issuance of such
Letter of Credit.




     (iii) Fronting Fees. The Company agrees to pay directly to each LC
Issuer a fee in respect of each standby Letter of Credit issued by it,
payable on the date of issuance (or any increase in the amount, or
renewal or extension) thereof, computed at the



34









 






rate of 0.125% per annum on the Stated Amount thereof for the period
from the date of issuance (or increase, renewal or extension) to the
expiration date thereof (including any extensions of such expiration date
which may be made at the election of the beneficiary thereof).




     (iv) Additional Charges of LC Issuers. The Company agrees to pay
directly to each LC Issuer upon each issuance of a Letter of Credit,
drawing under, or amendment, extension, renewal or transfer of, a Letter
of Credit issued by it such amount as shall at the time of such issuance,
drawing under, amendment, extension, renewal or transfer be the
processing charge that such LC Issuer is customarily charging for
issuances of, drawings under or amendments, extensions, renewals or
transfers of, letters of credit issued by it and other reasonable fees
and expenses related to such Letter of Credit.



     (e) Arranger Fees. The Company shall pay to the Arrangers, on the Closing
Date and thereafter the fees set forth in the Arranger Fee Letter.



     (f) Computations of Fees. All computations of Acceptance Fees shall be
based on the actual number of days elapsed over a year of 365 days and all
computations of other fees hereunder shall be made on the actual number of days
elapsed over a year of 360 days.



     2.04 Lending Offices. The Loans of each Type made by each Lender shall be
made and maintained at such Lender’s Applicable Lending Office for Loans of
such Type.



     2.05 Several Obligations. The failure of any Lender to make any Loan to
be made by it on the date specified therefor shall not relieve any other Lender
of its obligation to make its Loan on such date, but neither the Administrative
Agent nor any Lender shall be responsible for the failure of any other Lender
to make a Loan to be made by such other Lender.



     2.06 Notes. Upon request of any Lender, (i) the Company will execute and
deliver to such Lender a Revolving Note with blanks appropriately completed in
conformity herewith to evidence the Company’s obligation to pay the principal
of, and interest on, the Revolving Loans made to it by such Lender, (ii) each
Foreign Revolving Borrower will execute and deliver to such Lender a Revolving
Note with blanks appropriately completed in conformity herewith to evidence its
obligation to pay the principal of, and interest on, the Revolving Loans made
to it by such Lender, (iii) if applicable, the Canadian Borrowers will execute
and deliver to each Canadian Lender a BA Equivalent Note and a Canadian Base
Rate Note with blanks appropriately completed in conformity herewith to
evidence their obligation to pay the principal of, and interest on, the
Canadian Revolving Loans made to them by such Lender, and (iv) the Company will
execute and deliver to the Swing Line Lender a Swing Line Note with blanks
appropriately completed in conformity herewith to evidence the Company’s
obligation to pay the principal of, and interest on, the Swing Loans made to it
by the Swing Line Lender; provided, however, that the decision of any Lender to
not request a Note shall in no way detract from any Borrower’s obligation to
repay the Loans and other amounts owing by such Borrower to such Lender.



     2.07 Use of Proceeds. The proceeds of the Loans shall be used by the
Company to refinance existing indebtedness for borrowed money and for working
capital and other general



35









 





corporate purposes, including, without limitation, to finance acquisitions
and to backstop the issuance of commercial paper. None of such proceeds shall
be used, directly or indirectly, for the purpose, whether immediate, incidental
or ultimate, of buying or carrying any margin stock (within the meaning of
Regulation U or X of the Board of Governors of the Federal Reserve System).




     2.08 Authority of Company; Liability of Foreign Borrowers.



     (a) Authority of the Company. Each Foreign Borrower hereby irrevocably
designates and appoints the Company as its agent under this Agreement and the
other Loan Documents and hereby irrevocably authorizes the Company to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers (including, but not limited to,
requesting a Loan or Letter of Credit for such Foreign Borrowers hereunder) and
perform such duties as such Foreign Borrower could exercise on its own (which
the Company may, but shall not be obligated to, do), together with such other
powers as are reasonably incidental thereto, with all such actions by the
Company that purport to be on behalf of any Foreign Borrower being sufficient,
without any further action or authorization by such Foreign Borrower, to bind
such Foreign Borrower. The Administrative Agent, the Lenders and each LC
Issuer shall be entitled to rely upon all statements, certificates, notices,
consents, affidavits, letters, cablegrams, telegrams, facsimile transmissions,
electronic transmissions, e-mails, telex or teletype messages, orders or other
documents or conversations furnished or made by the Company pursuant to any of
the provisions of this Agreement or any of the other Loan Documents, or
otherwise in connection with the transactions contemplated by the Loan
Documents, as being made or furnished on behalf of, and with the effect of
irrevocably binding, each Foreign Borrower, without any duty to ascertain or to
inquire as to the authority of the Company in so doing. Notwithstanding the
foregoing, the Administrative Agent, the Lenders and each LC Issuer may also
rely on or act in accordance with directions or instructions coming directly
from any such Foreign Borrower.



     (b) Liability of Foreign Revolving Borrowers. The parties intend that
this Agreement shall in all circumstances be interpreted to provide that each
Foreign Revolving Borrower is liable only for Loans made to such Foreign
Revolving Borrower, interest on such Loans, such Foreign Revolving Borrower’s
reimbursement obligations with respect to any Letter of Credit issued for its
account and its ratable share of any of the other Obligations, including,
without limitation, general fees, reimbursements and charges hereunder and
under any other Loan Document that are attributable to it. The liability of
any Foreign Revolving Borrower for the payment of any of the Obligations or the
performance of its covenants, representations and warranties set forth in this
Agreement and the other Loan Documents shall be several from but not joint with
the Obligations of any other Borrower. Nothing in this Section is intended to
limit, nor shall it be deemed to limit, any of the liability of the Company for
any of the Obligations, whether in its primary capacity as a Borrower, pursuant
to its guaranty obligations set forth in Section 12, at law or otherwise.



     2.09 Eligibility and Addition/Release of Foreign Borrowers.



     (a) No Foreign Borrowers as of the Closing Date. The parties hereto
acknowledge that there are no Foreign Revolving Borrowers or Canadian Borrowers
as of the Closing Date



36









 





and, as such, no Foreign Subsidiary of the Company shall be permitted to
request or receive the proceeds of any borrowing nor shall any Letter of Credit
be issued for its account.




     (b) Eligibility of Foreign Subsidiaries. At any time after the Closing
Date, a Foreign Subsidiary of the Company may become a Foreign Borrower
hereunder, provided that (i) only a Foreign Subsidiary that is organized under
the laws of Canada or any Province thereof may become a Canadian Borrower and
no Foreign Subsidiary organized under the laws of Canada or any Province
thereof may become a Foreign Revolving Borrower; (ii) prior to becoming a
Foreign Borrower, the Company has provided to the Administrative Agent a
written request signed by the Company and such Foreign Subsidiary, that such
Foreign Subsidiary be designated as a Foreign Borrower pursuant to the terms of
this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned direct or
indirect Subsidiary of the Company; (iv) the Company and such Foreign
Subsidiary shall have satisfied the conditions precedent set forth in Section
7.03; (v) the addition of such Foreign Subsidiary as a Foreign Borrower
hereunder shall not result in withholding tax liability or other adverse tax
consequences or adverse legal impact to the Administrative Agent, any LC Issuer
or any Lender hereunder; (vi) in the case of the addition of any Canadian
Borrower, the Canadian Commitments shall have (or contemporaneously with the
addition of such Canadian Borrower shall be) activated in accordance with
Section 2.02(c)(i); and (vii) at the time of the request by the Company that
such Foreign Subsidiary be added as Foreign Borrower and after giving effect to
the addition of such Foreign Subsidiary as a Foreign Borrower, no Default or
Event of Default shall exist or begin to exist.



     (c) Notification to Lenders. Upon satisfaction by the Company and any
Foreign Subsidiary of the requirements set forth in clause (b) above, and the
Administrative Agent’s satisfaction that the addition of such Foreign
Subsidiary as a Foreign Borrower hereunder is appropriately documented pursuant
to this Agreement and the other Loan Documents, the Administrative Agent shall
promptly notify the Company, such Foreign Subsidiary and the Lenders thereof,
and shall notify the Lenders whether such Foreign Subsidiary is a Canadian
Borrower or Foreign Revolving Borrower, whereupon such Foreign Subsidiary shall
be designated a “Foreign Borrower” pursuant to the terms and conditions of this
Agreement, and such Foreign Subsidiary shall become bound by all
representations, warranties, covenants, provisions and conditions of this
Agreement and each other Loan Document applicable to the Foreign Borrowers as
if such Foreign Borrower had been the original party making such
representations, warranties and covenants.



     (d) Release of Foreign Borrowers. Upon written request of the Company, a
Foreign Borrower may at any time be released as a Foreign Borrower hereunder,
so long as (i) such Foreign Borrower does not have any Credit Facility Exposure
owing to any Lender or LC Issuer at such time and has paid all accrued and
unpaid interest and fees, if any, owing by it, and (ii) no Event of Default
under Section 10.01 (e), (f) or (g) hereof shall exist at such time. No such
release shall be effective until confirmed by the Administrative Agent to the
Company and the Lenders in writing. The Lenders hereby authorize the
Administrative Agent to release such Foreign Borrower in accordance with the
terms and conditions of this subpart and agree that the Administrative Agent
may execute and deliver such documents or agreements as the Administrative
Agent shall deem necessary or appropriate in connection therewith. No release
of a Foreign Borrower shall affect the Company’s obligations under Section 12
of this Agreement.



37









 





     SECTION
3. BORROWINGS, CONVERSIONS AND PREPAYMENTS.



     3.01 Borrowings.



     (a) Loans. The Company shall request all borrowings, continuations and/or
conversions of Loans hereunder and shall give the Administrative Agent notice
of such borrowings, continuations and/or conversions as provided in Section
5.05 hereof.



     (b) Funding of Loans.




     (i) With respect to any Revolving Loan, not later than 12:00 noon
Cleveland, Ohio time on the date specified for each such borrowing
hereunder, each Lender shall make available the amount of the Revolving
Loan to be made by it on such date to the Administrative Agent, at the
Principal Office in immediately available funds, for the account of the
applicable Borrower. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of this Agreement, be made
available to the applicable Borrower by depositing the same, in
immediately available funds, in an account designated by such Borrower.




     (ii) With respect to Canadian Revolving Loans, no later than 12:00
noon (local time at the Canadian Payment Office) on the date specified
for each borrowing hereunder, each Canadian Lender will make available
its proportionate share, if any, of each such borrowing of Canadian
Revolving Loans (which in the case of BA Equivalent Loans shall be the
amount of BA Discount Proceeds due by such Canadian Lender with respect
to such BA Equivalent Loans) requested to be made on such date to the
Administrative Agent at the Canadian Payment Office in Canadian Dollars
and in immediately available funds and the Canadian Administrative Branch
of the Administrative Agent promptly will make available to the
appropriate Canadian Borrower by depositing to its account at the
Canadian Payment Office (or such other account in Canada as such Canadian
Borrower shall specify) the aggregate of the amounts so made available in
the type of funds received; provided, however, that the Acceptance Fee
payable by the Canadian Borrowers to each Canadian Lender pursuant to
Section 2.03(c) in respect of each BA Equivalent Loan made by such
Canadian Lender to the Canadian Borrowers shall be set off against the BA
Discount Proceeds payable by such Canadian Lender pursuant to this
subpart.




     (iii) With respect to any Swing Loan, the amount of such Swing Loan
shall, subject to the terms and conditions of this Agreement, be made
available to the Company by depositing the same, in immediately available
funds, in an account designated by the Company.



     (c) Minimum Borrowing Amount. The aggregate principal amount of each
borrowing of Loans by any Borrower shall not be less than, (i) with respect to
any Base Rate Loan or Canadian Base Rate Loan, $1,000,000 (or the Dollar
Equivalent thereof in any Designated Foreign Currency), with minimum increments
thereafter of $500,000 (or the Dollar Equivalent thereof in any Designated
Foreign Currency), (ii) with respect to any Fixed Rate Loan $5,000,000 (or the
Dollar Equivalent thereof in any Designated Foreign Currency), with



38









 





minimum increments thereafter of $1,000,000 (or the Dollar Equivalent
thereof in any Designated Foreign Currency), and (iii) with respect to any
Swing Loan (other than an Automatic Swing Loan), $500,000, with minimum
increments thereafter of $250,000 (provided that there are no minimum borrowing
requirements with respect to any Automatic Swing Loan), except that any
borrowing of Loans may be in the aggregate amount of the unused portion of the
applicable Commitments (borrowings of Loans of different Types or, in the case
of Fixed Rate Loans, having different Interest Periods, at the same time
hereunder to be deemed separate borrowings for purposes of the foregoing, one
for each Type or Interest Period).




     (d) Maximum Borrowings. More than one borrowing of Loans may be incurred
by the Borrowers on any day; provided, however, that (i) if there are two or
more such borrowings on a single day by the same Borrower that consist of Fixed
Rate Loans, each such borrowing shall have a different initial Interest Period,
and (ii) at no time shall there be more than 12 Fixed Rate Loans outstanding
hereunder.



     3.02 Prepayments and Conversions.



     (a) Optional Prepayments and Conversions.




     (i) Each Borrower shall have the right to prepay Loans or to convert
Loans of one Type into Loans of another Type, at any time or from time to
time, provided that: (i) the applicable Borrower shall give the
Administrative Agent notice of each such prepayment or conversion as
provided in Section 5.05 hereof, (ii) except to the extent required
pursuant to Section 6.04 hereof, Fixed Rate Loans may be prepaid or
converted only on the last day of an Interest Period for such Loans, and
(iii) no Foreign Currency Loan may be converted into a Base Rate Loan, a
Eurodollar Loan or a Foreign Currency denominated in a different
Designated Foreign Currency.




     (ii) Each conversion and prepayment of principal of Loans under this
Section 3.02(a) shall be in an aggregate principal amount equal to, (A)
in the case of any Base Rate Loan or Canadian Base Rate Loan, $1,000,000
(or the Dollar Equivalent thereof in any Designated Foreign Currency),
with minimum increments thereafter of $500,000 (or the Dollar Equivalent
thereof in any Designated Foreign Currency), (B) in the case of any Fixed
Rate Loan, $5,000,000 (or the Dollar Equivalent thereof in any Designated
Foreign Currency), with minimum increments thereafter of $1,000,000 (or
the Dollar Equivalent thereof in any Designated Foreign Currency), and
(C) in the case of any Swing Loan, $500,000, with minimum increments
thereafter of $250,000 (conversions or prepayments of Loans of different
Types or, in the case of Fixed Rate Loans, having different Interest
Periods, at the same time hereunder to be deemed separate conversions and
prepayments for purposes of the foregoing, one for each Type or Interest
Period).



     (b) Mandatory Prepayments; Cash Collateralization.




     (i) If on any date (after giving effect to any other payments on
such date) (A) the Aggregate Credit Facility Exposure exceeds the
aggregate of the Total Revolving Commitment plus the Total Canadian
Commitment, (B) the Revolving Exposure of any



39









 






Lender exceeds such Lender’s Revolving Commitment, (C) the Aggregate
Revolving Exposure exceeds the Total Revolving Commitment, (D) the
Canadian Facility Exposure of any Canadian Lender exceeds such Canadian
Lender’s Canadian Commitment, (E) the Aggregate Canadian Facility
Exposure exceeds the Total Canadian Commitment, or (F) the Swing Line
Facility Exposure exceeds the Swing Line Commitment then, in the case of
each of the foregoing, the applicable Borrower or the Company shall
prepay on such date the principal amount of Loans and, after Loans have
been paid in full, Unpaid Drawings, in an aggregate amount at least equal
to such excess and conforming in the case of partial prepayments of Loans
to the requirements as to the amounts of partial prepayments of Loans
that are contained in subpart (a) above; provided, however, that if such
excess results solely from fluctuations in the exchange rates related to
any Designated Foreign Currency or Designated Foreign Currencies
applicable to any of the Loans or Unpaid Drawings, then neither the
applicable Borrower nor the Company shall be obligated to make a
prepayment pursuant to this clause (i) unless and/or until (1) the
Aggregate Credit Facility Exposure exceeds 105% of the aggregate of the
Total Revolving Commitment plus the Total Canadian Commitment, (2) the
Revolving Exposure of any Lender exceeds 105% of such Lender’s Revolving
Commitment, (3) the Aggregate Revolving Exposure exceeds 105% of the
Total Revolving Commitment, (4) the Canadian Facility Exposure of any
Canadian Lender exceeds 105% of such Canadian Lender’s Canadian
Commitment, or (5) the Aggregate Canadian Facility Exposure exceeds 105%
of the Total Canadian Commitment.




     (ii) If on any date the LC Outstandings exceed the LC Commitment
Amount, then the applicable LC Obligor or the Company shall pay to the
Administrative Agent an amount in cash equal to such excess and the
Administrative Agent shall hold such payment as security for the
reimbursement obligations of the applicable LC Obligors hereunder in
respect of Letters of Credit; provided, however, that if such excess
results solely from fluctuations in the exchange rates related to any
Designated Foreign Currency or Designated Foreign Currencies applicable
to any of the LC Outstandings, then neither the applicable LC Obligor nor
the Company shall be obligated to make a cash payment to the
Administrative Agent pursuant to this clause (ii) unless and/or until
such LC Outstandings equal or exceed 105% of the LC Commitment Amount.



     (c) Breakage and Other Compensation. Any prepayment made pursuant to
this Section shall be accompanied by any amounts payable in respect thereof
under Section 6.05 hereof.



     SECTION
4. PAYMENTS OF PRINCIPAL AND INTEREST.



     4.01 Repayment of Loans.



     (a) All of the Loans (other than Swing Loans) shall mature no later than
the Commitment Termination Date.



     (b) Each Swing Loan shall mature on the Swing Loan Maturity Date
applicable thereto.



40









 





     4.02 Interest. The applicable Borrower will pay to the Administrative
Agent for the account of each Lender interest on the unpaid principal amount of
each Loan (other than BA Equivalent Loans) made by such Lender to such Borrower
for the period commencing on the date of such Loan to but excluding the date
such Loan shall be paid in full, at the following rates per annum:



     (a) if such Loan is a Base Rate Loan, the Base Rate;



     (b) if such Loan is a Eurodollar Loan, the Eurodollar Rate plus the
Applicable Margin;



     (c) if such Loan is a Canadian Base Rate Loan, the Canadian Base Rate;



     (d) if such Loan is a Foreign Currency Loan, the applicable Adjusted
Foreign Currency Rate plus the Applicable Margin; and



     (e) if such Loan is a Swing Loan, the Federal Funds Rate plus the
Applicable Margin.



     Notwithstanding any of the foregoing, each Borrower will pay to the
Administrative Agent for the account of each Lender interest at the applicable
Post-Default Rate on the principal of any Loan made to it by such Lender or
Unpaid Drawing and on any other amount payable by such Borrower hereunder to or
for the account of such Lender (but, if such amount is interest, only to the
extent legally enforceable), which shall not be paid in full when due (whether
at stated maturity, by acceleration or otherwise) for the period commencing on
the due date thereof until the same is paid in full.



     Accrued interest on each Loan shall be payable (i) if such Loan is a Base
Rate Loan, on each Quarterly Date, (ii) if such Loan is a Fixed Rate Loan
(other than a BA Equivalent Loan), on the last day of the Interest Period for
such Loan (and, if such Interest Period exceeds three months’ duration,
quarterly, commencing on the first quarterly anniversary of the first day of
such Interest Period), (iii) if such Loan is a Swing Loan, on the Swing Loan
Maturity Date applicable thereto, (iv) if such Loan is a Canadian Base Rate
Loan, in arrears on the last Business Day of each month, and (v) in any event,
upon the payment, prepayment or conversion thereof, but only on the principal
so paid or prepaid or converted; provided that interest payable at the
Post-Default Rate shall be payable from time to time on demand of the
Administrative Agent or the Majority Lenders. Promptly after the determination
of any interest rate provided for herein or any change therein, the
Administrative Agent shall notify the Lenders and the Company thereof.



     Notwithstanding the foregoing provisions of this Section 4.02, if at any
time the rate of interest set forth above on any Loan of or other obligation
payable to any Lender (the “Stated Rate”) exceeds the maximum non-usurious
interest rate permissible for such Lender to charge commercial borrowers under
applicable law (the “Maximum Rate” for such Lender), the rate of interest
charged on such Loan of or other obligation payable to such Lender hereunder
shall be limited to the Maximum Rate for such Lender.



     If the Stated Rate for any Loan of a Lender that has theretofore been
subject to the preceding paragraph at any time is less than the Maximum Rate
for such Lender, the principal



41









 





amount of such Loan shall bear interest at the Maximum Rate for such
Lender until the total amount of interest paid to such Lender or accrued on its
Loans hereunder equals the amount of interest which would have been paid to
such Lender or accrued on such Lender’s Loans hereunder if the Stated Rate had
at all times been in effect.




     If, upon payment in full of all amounts payable hereunder, the total
amount of interest paid to any Lender or accrued on such Lender’s Loans under
the terms of this Agreement is less than the total amount of interest which
would have been paid to such Lender or accrued on such Lender’s Loans if the
Stated Rate had, at all times, been in effect, then the applicable Borrower
shall, to the extent permitted by applicable law, pay to the Administrative
Agent for the account of such Lender an amount equal to the difference between
(a) the lesser of (i) the amount of interest which would have accrued on such
Lender’s Loans if the Maximum Rate for such Lender had at all times been in
effect or (ii) the amount of interest which would have accrued on such Lender’s
Loans if the Stated Rate had at all times been in effect and (b) the amount of
interest actually paid to such Lender or accrued on its Loans under this
Agreement.



     If any Lender ever receives, collects or applies as interest any sum in
excess of the Maximum Rate for such Lender, such excess amount shall be applied
to the reduction of the principal balance of its Loans or to other amounts
(other than interest) payable hereunder, and if no such principal is then
outstanding, such excess or part thereof remaining shall be paid to the
Company.



     SECTION 5. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.



     5.01 Payments. Except to the extent otherwise provided herein, (i) all
payments of principal, interest and other amounts to be made by the Company or
any other Borrower hereunder and under the Notes shall be made in Dollars, in
immediately available funds, to the Administrative Agent at the Principal
Office, not later than 11:00 a.m. Cleveland, Ohio time on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day),
(ii) all payments (including prepayments) to any Lender of the principal of or
interest on any Foreign Currency Loan shall be made in the same Designated
Foreign Currency as the original Loan and with respect to any Letter of Credit
issued in a Designated Foreign Currency, (iii) all Unpaid Drawings with respect
to each Letter of Credit shall be made in the same Designated Foreign Currency
in which each such Letter of Credit was issued, and (iv) all payments of
principal, interest and other amounts to be made by the Canadian Borrowers
hereunder and under the Notes shall be made in Canadian Dollars, in immediately
available funds, to the Canadian Payment Office, not later than 11:00 a.m.
local time at the Canadian Payment Office time on the date on which such
payment shall become due (each such payment made after such time on such due
date to be deemed to have been made on the next succeeding Business Day). The
Administrative Agent may (but shall not be obligated to) debit the amount of
any such payment which is not made by such time to any ordinary deposit account
of the applicable Borrower with the Administrative Agent. The Borrowers shall,
at the time of making each payment hereunder or under any Note, specify to the
Administrative Agent the Loans or other amounts payable by the Borrowers
hereunder to which such payment is to be applied (and in the event that it
fails to so specify, or if an Event of Default has occurred and is continuing,
the Administrative Agent may apply such payment as it may elect in its sole
discretion to amounts then due, but subject to the



42









 





other terms and conditions of this Agreement, including, without
limitation, Sections 5.02 and 10.02 hereof). Each payment received by the
Administrative Agent hereunder or under any Note for the account of a Lender
shall be paid promptly to such Lender, in immediately available funds, for the
account of such Lender’s Applicable Lending Office. If the due date of any
payment hereunder or under any Note would otherwise fall on a day which is not
a Business Day such date shall be extended to the next succeeding Business Day
and interest shall be payable for any principal so extended for the period of
such extension.




     5.02 Pro Rata Treatment.



     (a) Revolving Loans. Except to the extent otherwise provided herein: (i)
each borrowing from the Revolving Lenders under Section 2.01(a) hereof shall be
made from the Lenders with Revolving Commitments, each payment of facility and
utilization fees under Section 2.03(a)(i) and (b)(i) hereof shall be made for
the account of such Lenders, and each termination or reduction of the Revolving
Commitments under Section 2.02 hereof shall be applied to the Revolving
Commitments of the Lenders, pro rata according to the Lenders’ respective
Revolving Percentages; (ii) each payment by a Revolving Borrower of principal
of or interest on Revolving Loans of a particular Type (other than payments in
respect of Revolving Loans of individual Lenders provided for by Section 6
hereof) shall be made to the Administrative Agent for the account of the
Lenders pro rata in accordance with the respective unpaid principal amounts of
such Revolving Loans held by the Lenders; and (iii) each conversion of
Revolving Loans of a particular Type (other than conversions of Revolving Loans
of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata
among the Lenders in accordance with the respective principal amounts of such
Revolving Loans held by the Lenders.



     (b) Canadian Revolving Loans. Except to the extent otherwise provided
herein: (i) each borrowing from the Canadian Lenders under Section 2.01(b)
hereof shall be made from the Canadian Lenders, each payment of facility and
utilization fees under Section 2.03(a)(ii) and (b)(ii) hereof shall be made for
the account of the Canadian Lenders, and each termination or reduction of the
Canadian Commitments under Section 2.02 hereof shall be applied to the Canadian
Commitments of the Canadian Lenders, pro rata according to the Canadian
Lenders’ respective Canadian Commitment Percentages; (ii) each payment by a
Canadian Borrower of principal of or interest on Canadian Revolving Loans of a
particular Type (other than payments in respect of Canadian Revolving Loans of
individual Canadian Lenders provided for by Section 6 hereof) shall be made to
the Canadian Administrative Branch of the Administrative Agent for the account
of the Canadian Lenders pro rata in accordance with the respective unpaid
principal amounts of such Canadian Revolving Loans held by the Canadian
Lenders; and (iii) each conversion of Canadian Revolving Loans of a particular
Type (other than conversions of Canadian Revolving Loans of individual Canadian
Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the
Canadian Lenders in accordance with the respective principal amounts of such
Canadian Revolving Loans held by the Canadian Lenders.



     (c) Swing Loans. Except to the extent otherwise provided herein, each
payment by the Company of principal of or interest on Swing Loans shall be made
to the Administrative Agent.



43









 





     5.03 Computations. All computations of interest on Fixed Rate Loans
(other than BA Equivalent Loans) and Swing Loans hereunder shall be made on the
actual number of days elapsed over a year of 360 days, all computations of
interest on Base Rate Loans and Unpaid Drawings hereunder shall be made on the
actual number of days elapsed over a year of 365 or 366 days, as applicable,
and all computations of the Applicable BA Discount Rate with respect to BA
Equivalent Loans shall be made on the actual number of days elapsed in a year
of 365 days. For purposes of this Agreement and disclosure under the Interest
Act (Canada), whenever interest to be paid on a Canadian Revolving Loan is to
be calculated on the basis of a period of time that is less than a calendar
year, the yearly rate of interest to which the rate determined pursuant to such
calculation is equivalent is the rate so determined multiplied by the actual
number of days in the calendar year in which the same is to be ascertained and
divided by such lesser period of time.



     5.04 [Intentionally Deleted.]



     5.05 Certain Notices. Notices to (a) the Administrative Agent of
terminations or reductions of Commitments, or (b) the Administrative Agent of
borrowings, conversions and prepayments of Loans and of the duration of
Interest Periods shall be irrevocable and shall be effective only if received
by the Administrative Agent not later than 12:00 noon Cleveland, Ohio time on
the number of Business Days prior to the date of the relevant termination,
reduction, borrowing, conversion and/or prepayment specified below:



	 	 	 	 	 
	 	 	NUMBER OF
	 	 	BUSINESS DAYS
	NOTICE
	 	PRIOR

	Termination or reduction of Commitments
	 	 	3	 
	Borrowing or prepayment of, or conversion of, or into, Base
Rate Loans or Swing Loans
	 	 	0	 
	Borrowing or prepayment of, conversion of, or into, Canadian
Base Rate Loans
	 	 	1	 
	Borrowing or prepayment of, conversion of, or into, BA
Equivalent Loans
	 	 	3	 
	Borrowing or prepayment of, conversion of, or into, or
duration of Interest Period for, Fixed Rate Loans (other
than Foreign Currency Loans)
	 	 	3	 
	Borrowing or prepayment of, conversion of, or into, or
duration of Interest Period for, Fixed Rate Loans that are
Foreign Currency Loans denominated in euros
	 	 	3	 
	Borrowing or prepayment of, conversion of, or into, Fixed
Rate Loans that are Foreign Currency Loans (other than
Foreign Currency Loans denominated in euros)
	 	 	5	 







44









 






     Each notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each notice of borrowing, conversion
or prepayment shall specify the amount and Type of the Loans to be borrowed,
converted or prepaid (subject to Sections 3.02 and 5.04 hereof), the date of
borrowing, conversion or prepayment (which shall be a Business Day), in the
case of Fixed Rate Loans, the duration of the Interest Period therefor (subject
to the definition of Interest Period), in the case of Swing Loans, the Swing
Loan Maturity Date applicable thereto, and with respect to Foreign Currency
Loans, the Designated Foreign Currency applicable thereto. Each such notice of
duration of an Interest Period shall specify the Loans to which such Interest
Period is to relate. The Administrative Agent shall promptly notify the
affected Lenders of the contents of each such notice (other than a notice
relating solely to Swing Loans). In the event that any Borrower fails to select
the duration of any Interest Period for any Fixed Rate Loans within the time
period and otherwise as provided in this Section 5.05, such Loans (if
outstanding as Fixed Rate Loans) will be automatically converted into Base Rate
Loans on the last day of the then current Interest Period for such Loans or (if
outstanding as Base Rate Loans) will remain as, or (if not then outstanding)
will be made as, Base Rate Loans; provided, however, that, notwithstanding the
foregoing, a Foreign Currency Loan may not be converted into a Base Rate Loan
and, if not continued at the end of the applicable Interest Period, must be
repaid by the applicable Borrower in full at the end of such Interest Period.



     5.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Company (the
“Payor”) prior to the date on (or, in the case of Base Rate Loans or Swing
Loans, prior to the time by) which such Lender is to make payment to the
Administrative Agent of the proceeds of a Loan to be made by it hereunder or
any Borrower is to make a payment to the Administrative Agent for the account
of one or more of the Lenders, as the case may be (such payment being herein
called the “Required Payment”), which notice shall be effective upon receipt,
that the Payor does not intend to make the Required Payment to the
Administrative Agent, the Administrative Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption (but shall not
be required to), make the amount thereof available to the intended recipient on
such date (or at such time) and, if the Payor has not in fact made the Required
Payment to the Administrative Agent or the Swing Line Lender, the recipient of
such payment shall, on demand, pay to the Administrative Agent the amount made
available to it together with interest thereon in respect of the period
commencing on the date such amount was so made available by the Administrative
Agent until the date the Administrative Agent receives such amount at a rate
per annum equal to the Federal Funds Rate for such period.



     5.07 Sharing of Payments, Etc.



     (a) Generally.




     (i) Subject to subpart (c) below, if at any time any Lender receives
any amount (other than amounts that are received from a Canadian Borrower
with respect to the Canadian Obligations and are subject to subpart
(a)(ii) below) hereunder (whether by voluntary payment, by realization
upon security, by the exercise of the right of setoff or banker’s lien,
by counterclaim or cross action, by the enforcement of any right under
the Loan Documents, or otherwise) that is applicable to the payment of
the principal of, or interest on, the Loans (other than Swing Loans), LC
Participations, Swing Loan



45









 






Participations or fees (other than fees that are intended to be paid
solely to the Arrangers, the Administrative Agent or a LC Issuer and
amounts payable to a Lender under Section 6), of a sum that with respect
to the related sum or sums received by other Lenders is in a greater
proportion than the total of such Obligation then owed and due to such
Lender (based on such Lender’s ratable share thereof as determined in
accordance with Section 5.02, Section 10.02 or specifically set forth
elsewhere in this Agreement) bears to the total of such Obligation then
owed and due to all of the Lenders immediately prior to such receipt,
then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations (other than the Canadian Obligations) to such Lenders in such
amount as shall result in a proportional participation by all of the
Lenders in such amount.




     (ii) Canadian Facility. Subject to subpart (c) below, if at any
time any Canadian Lender receives any amount hereunder from the Canadian
Borrowers (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker’s lien, by counterclaim or
cross action, by the enforcement of any right under the Loan Documents,
or otherwise) that is applicable to the payment of the principal of, or
interest on, the Canadian Revolving Loans (other than amounts payable to
a Canadian Lender under Section 6) of a sum that with respect to the
related sum or sums received by other Canadian Lenders is in a greater
proportion than the total such Canadian Obligations then owed and due to
such Canadian Lender bears to the total of such Canadian Obligation then
owed and due to all of the Canadian Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase
for cash without recourse or warranty from the other Canadian Lenders an
interest in the Canadian Obligations to such Canadian Lenders in such
amount as shall result in a proportional participation by all of the
Canadian Lenders in such amount.



     (b) Recovery of Amounts. If any amount paid to any Lender pursuant to
subparts (i) or (ii) above is recovered in whole or in part from such Lender,
such original purchase shall be rescinded, and the purchase price restored
ratably to the extent of the recovery.



     (c) Sharing after Sharing Date. If at any time on or after the Sharing
Date, the Credit Facility Exposure owing to any Lender is greater than an
amount equal to such Lender’s Sharing Percentage of the Aggregate Credit
Facility Exposure, then on such date each of the other Lenders shall purchase
from such Lender for cash at par an amount of the Obligations of such Lender as
shall be necessary such that the Credit Facility Exposure owing to such Lender
is equal to the amount of its Sharing Percentage of the Aggregate Credit
Facility Exposure.



     (d) Consent of Borrowers. The Borrowers consent to the foregoing and
agree, to the extent they may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.



46









 





     5.08 Taxes.



     (a) Any and all payments by the Borrowers hereunder shall be made, in
accordance with Section 5.01, free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such
Lender or the Administrative Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
its income, and franchise taxes imposed on it, by the jurisdiction of such
Lender’s Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”). If any Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent, (i) except as provided in
subsection (g) below, 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 5.08), such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Borrower
shall make such deductions and (iii) such Borrower (or the Company on its
behalf) shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.



     (b) In addition, each Borrower (or the Company on its behalf) will pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement, the Notes or any other document referred to herein or therein
(hereinafter referred to as “Other Taxes”).



     (c) The Company and, subject to Section 2.08(b) hereof, each other
Borrower (or the Company on its behalf) will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including
related penalties, interest and expenses) imposed by any jurisdiction on
amounts payable under this Section 5.08 paid by such Lender or the
Administrative Agent (as the case may be) 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 30 days from the date such Lender or
the Administrative Agent (as the case may be) makes written demand therefor.
It is understood that Taxes do not include any withholdings or other
obligations imposed on a Lender with respect to payments by such Lender to a
participant in such Lender’s Loans.



     (d) Within 30 days after the date of any payment of Taxes, the applicable
Borrower (or the Company on its behalf) or a Lender, in the case of any Taxes
paid by such Lender, will furnish to the Administrative Agent, at its address
referred to in Section 13.02 hereof, the original or a certified copy of a
receipt evidencing payment thereof.



     (e) At the reasonable request of the Company, a Lender or the
Administrative Agent shall apply at the Company’s expense for a refund in
respect of Taxes or Other Taxes previously paid or deducted by such Borrower
pursuant to this Section 5.08 if in the opinion of such Lender



47









 





or Administrative Agent, acting reasonably, there is a reasonable basis
for such refund. Notwithstanding the foregoing, none of the Lenders or the
Administrative Agent shall be obligated to pursue such refund if, in its sole
good faith judgment, such action would be disadvantageous to it. If any Lender
subsequently receives from a taxing authority a refund of any Tax previously
paid or deducted by the Company or a Borrower and for which the Company has
indemnified or increased a payment to the Lender pursuant to this Section 5.08,
such Lender shall within 30 days after receipt of such refund, and to the
extent permitted by applicable law, pay to the Company or applicable Borrower
the net amount of any such recovery after deducting taxes and expenses
attributable thereto.




     (f) Not later than the Closing Date or, in the case of any bank or
financial institution that becomes a Lender after the Closing Date pursuant to
Section 13.06, the date of the instrument of assignment pursuant to which such
bank or financial institution became a Lender, and annually thereafter or at
such other times as the Administrative Agent or the Company may request, each
Lender with a Revolving Commitment organized under the laws of a jurisdiction
outside the United States shall provide the Administrative Agent and the
Company with duly completed copies of Form 1001 or Form 4224 or any successor
form prescribed by the Internal Revenue Service of the United States certifying
that such Lender is exempt from United States withholding taxes with respect to
all payments to be made to such Lender hereunder or other documents
satisfactory to the Company and the Administrative Agent indicating that all
payments to be made to such Lender hereunder are not subject to such taxes (an
“Exemption Certificate”). In the case of payments to or for any Lender with a
Revolving Commitment organized under the laws of a jurisdiction outside the
United States, unless the Administrative Agent and the Company have received an
Exemption Certificate from such Lender, the Company, or the Administrative
Agent if the Company has not withheld, may withhold taxes from such payments at
the applicable statutory rate; provided that if the Company has withheld it
shall so notify the Administrative Agent. If the Company is required to pay
additional amounts to any Lender pursuant to this Section 5.08, such Lender
shall use reasonable efforts to designate a different Applicable Lending Office
if such designation will thereafter avoid the need for any additional payments
under this Section 5.08 and will not, in the sole judgment of such Lender, be
otherwise disadvantageous to such Lender. A Lender with a Revolving Commitment
which ceases to be exempt from United States withholding taxes shall notify the
Administrative Agent and the Company promptly thereof.



     (g) If a Lender organized under the laws of a jurisdiction outside the
United States fails to comply with the provisions of subsection (f) above, then
the Company shall not have any obligation to increase the sum payable to such
Lender pursuant to Section 5.08(a) or to indemnify such Lender pursuant to
Section 5.08(b) for Taxes (including related penalties, interest and expenses)
imposed by the United States or any political subdivision thereof.



     SECTION
6. YIELD PROTECTION AND ILLEGALITY.



     6.01 Additional Costs.



     (a) Each Borrower (or the Company on its behalf) shall pay to the
Administrative Agent for the account of each Lender and each LC Issuer from
time to time such amounts as such Lender or such LC Issuer may determine to be
necessary to compensate it for any costs



48









 





incurred by such Lender or such LC Issuer which such Lender or such LC
Issuer determines are attributable to its making, issuing or maintaining of any
Fixed Rate Loans or Letters of Credit hereunder or its obligation to make or
issue any of such Loans or Letters of Credit hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
Letters of Credit or such obligation (such increases in costs and reductions in
amounts receivable being herein called “Additional Costs”), in each case
resulting from any Regulatory Change which:





     (i) changes the basis of taxation of any amounts payable to such
Lender or any LC Issuer under this Agreement or its Notes or Letters of
Credit in respect of any of such Loans or Letters of Credit (other than
changes which affect taxes measured by or imposed on the overall net
income of such Lender or such LC Issuer or of its Applicable Lending
Office for any of such Loans or Letters of Credit by the jurisdiction in
which such Lender or such LC Issuer has its principal office or such
Applicable Lending Office); or




     (ii) imposes or modifies any reserve, special deposit, insurance
assessment or similar requirements relating to any extensions of credit
or other assets of, or any deposits with or other liabilities of, such
Lender or any LC Issuer (including any of such Loans or Letters of Credit
or any deposits referred to in the definitions of “Eurodollar Base Rate”
in Section 1.01 hereof but excluding, with respect to any such Fixed Rate
Loan, any such requirements included in the applicable Eurodollar Reserve
Requirement); or




     (iii) imposes any other condition affecting this Agreement (or any
of such extensions of credit or liabilities).



     Each LC Issuer and the Lenders each will notify the Company and each other
applicable Borrower (or the Company on its behalf), through the Administrative
Agent of any event occurring after the date of this Agreement which will
entitle such Lender or such LC Issuer to compensation pursuant to this Section
6.01(a) as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation, and (if so requested by the Company
through the Administrative Agent) will designate a different Applicable Lending
Office for the relevant Type of Fixed Rate Loans of such Lender if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of such Lender, be disadvantageous to such
Lender (provided that such Lender shall have no obligation to so designate an
Applicable Lending Office located in the United States of America). Each
Lender and/or LC Issuer, as applicable, will furnish the Company with a
statement setting forth the basis and amount of each request by such Lender or
such LC Issuer for compensation under this Section 6.01(a). If any Lender or
LC Issuer requests compensation from any Borrower under this Section 6.01(a),
such Borrower may, by notice to such Lender or such LC Issuer, as applicable,
through the Administrative Agent, suspend the obligation of such Lender or LC
Issuer to make additional Fixed Rate Loans of the relevant Type or issue
Letters of Credit to the Borrowers until the Regulatory Change giving rise to
such request ceases to be in effect (in which case the provisions of Section
6.04 hereof shall be applicable).



     (b) Without limiting the effect of the foregoing provisions of this
Section 6.01, if, by reason of any Regulatory Change, any Lender either (i)
incurs Additional Costs based on or



49









 





measured by the excess above a specified level of the amount of a category
of deposits or other liabilities of such Lender or LC Issuer which includes
deposits by reference to which the interest rate on any Type of Fixed Rate
Loans is determined as provided in this Agreement or a category of extensions
of credit or other assets of such Lender or LC Issuer which includes any Type
of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of
such a category of liabilities or assets which it may hold, then, if such
Lender or LC Issuer so elects by notice to the Company (with a copy to the
Administrative Agent) and each other Borrower, as applicable, the obligation of
such Lender or LC Issuer to make Fixed Rate Loans of the relevant Type or issue
Letters of Credit hereunder shall be suspended until the date such Regulatory
Change ceases to be in effect (in which case the provisions of Section 6.04
hereof shall be applicable).




     (c) Determinations and allocations by any Lender, or any LC Issuer for
purposes of this Section 6.01 of the effect of any Regulatory Change on its
costs of maintaining its obligations to make Loans or issue Letter of Credit or
of making, issuing or maintaining Loans or Letters of Credit or on amounts
receivable by it in respect of Loans or Letters of Credit, and of the
additional amounts required to compensate such Lender or LC Issuer in respect
of any Additional Costs, shall be presumed correct absent manifest error.



     (d) Notwithstanding the foregoing, no Borrower shall be required to
compensate any Lender or LC Issuer for any Additional Costs incurred more than
one year prior to the date that such Lender or LC Issuer notifies such Borrower
thereof, unless such Additional Costs were caused by the retroactive
application of a Regulatory Change to a date more than one year prior to the
date of such notice.



     6.02 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, with respect to any Fixed Rate Loans:



     (a) the Administrative Agent determines (which determination shall be
conclusive) that quotations of interest rates for the relevant deposits
referred to in the definition of “Eurodollar Base Rate” in Section 1.01 hereof
are not being provided by the Reference Lenders in the relevant amounts or for
the relevant maturities for purposes of determining the rate of interest for
such Loans for Interest Periods therefor as provided in this Agreement; or



     (b) the Majority Lenders determine (which determination shall be
conclusive) and notify the Administrative Agent that the relevant rates of
interest referred to in the definition of “Eurodollar Base Rate” in Section
1.01 hereof upon the basis of which the rates of interest for such Loans are to
be determined do not accurately reflect the cost to such Lenders of making or
maintaining such Loans for Interest Periods therefor;



then the Administrative Agent shall promptly notify the Company and each Lender
thereof, and so long as such condition remains in effect, the Lenders shall be
under no obligation to make Fixed Rate Loans of the relevant Type or to convert
Base Rate Loans into Fixed Rate Loans of the relevant Type and the Company
shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Fixed Rate Loans of the relevant Type, either prepay such Loans or
convert such Loans into Base Rate Loans in accordance with Section 3.02 hereof.




50









 








     6.03 Illegality. Notwithstanding any other provision of this Agreement to
the contrary, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make Fixed Rate Loans
of any Type hereunder, or (b) maintain Fixed Rate Loans of any Type hereunder,
then such Lender shall promptly notify the Company thereof through the
Administrative Agent and such Lender’s obligation to make Fixed Rate Loans of
such Type hereunder shall be suspended until such time as such Lender may again
make and maintain Fixed Rate Loans of such Type (in which case the provisions
of Section 6.04 hereof shall be applicable).



     6.04 Substitute Base Rate Loans. If the obligation of any Lender to make
Fixed Rate Loans of any Type shall be suspended pursuant to Section 6.01, 6.02
or 6.03 hereof, all Loans which would otherwise be made by such Lender as Fixed
Rate Loans of such Type shall be made instead as Base Rate Loans (and, if an
event referred to in Section 6.01(b) or 6.03 hereof has occurred and such
Lender so requests by notice to the Company with a copy to the Administrative
Agent, each Fixed Rate Loan of such Type of such Lender then outstanding shall
be automatically converted into a Base Rate Loan on the date specified by such
Lender in such notice) and, to the extent that Fixed Rate Loans of such Type
are so made as (or converted into) Base Rate Loans, all payments of principal
which would otherwise be applied to such Fixed Rate Loans of such Type shall be
applied instead to such Base Rate Loans, except that no Foreign Currency Loan
maybe converted into a Base Rate Loan hereunder and each such Foreign Currency
Loan must be repaid in full by the applicable Borrower.



     6.05 Compensation. Each Borrower (or the Company on its behalf) shall pay
to the Administrative Agent for the account of each Lender, upon the request of
such Lender through the Administrative Agent, such amount or amounts as shall
be sufficient (in the reasonable opinion of such Lender) to compensate it for
any loss, cost or expense incurred by it as a result of:



     (a) any payment, prepayment or conversion of a Fixed Rate Loan made by
such Borrower on a date other than the last day of an Interest Period for such
Loan; or



     (b) any failure by any Borrower to borrow a Fixed Rate Loan to be made by
such Lender on the date for such borrowing specified in the relevant notice of
borrowing under Section 5.05 hereof or Section 3.03 hereof.



Notwithstanding the foregoing, no Borrower shall be required to compensate any
Lender for any such loss, cost or expense incurred more than one year prior to
the date that such Lender notifies such Borrower thereof.



     6.06 Capital Adequacy. If any Lender shall determine that the adoption or
implementation of any applicable law, rule, regulation or treaty regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive issued after the date hereof regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Lender or any Person controlling



51









 





such Lender (a “Parent”) as a consequence of its obligations hereunder to
a level below that which such Lender (or its Parent) could have achieved but
for such adoption, change or compliance (taking into consideration its policies
with respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time, within 15 days after demand by such Lender
(with a copy to the Administrative Agent), each applicable Borrower (or the
Company on its behalf) shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction. A statement of any
Lender claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be presumed
correct absent manifest error. In determining such amount, such Lender may use
any reasonable averaging and attribution methods.




     6.07 Substitution of Lender. If (i) any Borrower is required to withhold
with respect to any Lender pursuant to Section 5.08, (ii) any Lender has
demanded compensation under Section 6.01(a) or Section 6.06 or (iii) the
obligation of any Lender to make Fixed Rate Loans has been suspended pursuant
to Section 6.01(b)(ii) or Section 6.03, and so long as no Default shall have
occurred and be continuing, the Company shall have the right to request one or
more substitute banks, financial institutions or funds (which may be one or
more of the Lenders) reasonably satisfactory to the Administrative Agent to
purchase such Lender’s Note and assume such Lender’s Commitment hereunder by
paying to such Lender an amount equal to all of the obligations of all
Borrowers to such Lender hereunder including, without limitation, principal and
accrued interest and fees. Any costs or expenses incurred by the
Administrative Agent in connection with assisting the Company pursuant hereto
shall be paid upon demand by the Company. The Administrative Agent shall
respond promptly to any request by the Company for its consent to a substitute
for a Lender.



     SECTION 7. CONDITIONS PRECEDENT.



     7.01 Initial Loans. The obligation of the Lenders to make Loans, and of
each LC Issuer to issue Letters of Credit, is subject to the satisfaction of
the following conditions precedent:



     (a) Organizational Documents. The Company shall have delivered to the
Administrative Agent an original certified copy of its Organizational
Documents, certified by an officer of the Company as being true and correct and
in full force and effect.



     (b) Incumbency. The Company shall have delivered to the Administrative
Agent a certificate in respect of the name and signature of each of the
officers (i) who is authorized to sign on its behalf this Agreement and the
Notes and (ii) who will, until replaced by another officer or officers duly
authorized for that purpose, act as its representative for the purposes of
signing documents and giving notices and other communications in connection
with this Agreement and the Notes. The Administrative Agent, each LC Issuer
and each Lender may conclusively rely on such certificates until it receives
notice in writing from the Company to the contrary.



     (c) Notes. The Administrative Agent shall have received the appropriate
Note or Notes for each Lender, duly completed and executed.



52









 





     (d) Opinion of Counsel to the Company. The Administrative Agent shall
have received an opinion of Calfee, Halter & Griswold LLP, counsel to the
Company, and the General Counsel of the Company, each in form and substance
satisfactory to the Administrative Agent and the Lenders.



     (e) Counterparts. The Administrative Agent shall have received
counterparts of this Agreement executed and delivered by or on behalf of each
of the parties hereto (or, in the case of any Lender as to which the
Administrative Agent shall not have received such a counterpart, the
Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery by such Lender of a counterpart hereof).



     (f) Existing Credit Agreement. The Administrative Agent shall have
received evidence that all amounts outstanding under the credit agreement dated
as of July 14, 2000, among the Company, the lenders party thereto and JPMorgan
Chase Bank (successor in interest to The Chase Manhattan Bank), as
administrative agent, as amended, shall have been paid in full and all
commitments thereunder shall have terminated.



     (g) Fees and Fee Letters. The Company shall have (i) executed and
delivered to the Administrative Agent the Arranger Fee Letter and shall have
paid to the Administrative Agent, for the benefit of itself and the Arrangers,
the fees required to be paid by it on the Closing Date, (ii) executed and
delivered to the Administrative Agent the Closing Fee Letter and shall have
paid to the Administrative Agent, for the benefit of the Lenders, the fees
required to be paid therein, and (iii) paid or caused to be paid all reasonable
fees and expenses of the Administrative Agent in connection with the
consummation of the transactions contemplated in this Agreement.



     (h) Other Documents. The Administrative Agent shall have received such
other documents relating to the transactions contemplated hereby as the
Administrative Agent may reasonably request.



     7.02 Initial and Subsequent Loans. The obligation of each Lender to make
any Loan, and of the LC Issuer to issue any Letter of Credit, hereunder is
subject to the satisfaction of the following conditions precedent as of the
date of the making of such Loan or the issuance of such Letter of Credit both
immediately before and after giving effect thereto:



     (a) no Default or Event of Default shall have occurred and be continuing;
and



     (b) the representations and warranties made by the Borrowers in this
Agreement shall be true on and as of the date of the making of such Loan or the
issuance of such Letter of Credit, with the same force and effect as if made on
and as of such date (except, in the case of the representation and warranty
contained in Section 8.02(d), as disclosed by the Company to the Lenders in
writing in the notice of borrowing relating to such Loan).



Each notice of borrowing by any Borrower hereunder shall constitute a
certification by the Borrowers to the effect set forth in the preceding
sentence (both as of the date of such notice and as of the date of such
borrowing).



     7.03 Conditions Precedent to Addition of Foreign Borrowers. The
obligation of the Lenders to make Loans, and of the LC Issuer to issue Letters
of Credit, to any Foreign Borrower



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that becomes a party to this Agreement pursuant to Section 2.09, is
subject to the satisfaction of each of the following conditions on or prior to
the date any such Loan is made to, or Letter of Credit is issued for the
account of, such Foreign Borrower:




     (a) Joinder Agreement. Such Foreign Borrower shall have executed and
delivered to the Administrative Agent a joinder agreement, in form and
substance satisfactory to the Administrative Agent (as modified, amended or
supplemented from time to time in accordance with the terms thereof and hereof,
a “Joinder Agreement”), pursuant to which such Foreign Borrower shall have
become a party to this Agreement.



     (b) Notes. Such Foreign Borrower shall have executed and delivered to the
Administrative Agent a Revolving Note, a Canadian Base Rate Note or a BA
Equivalent Note, as the case may be, for the account of each Lender that has
requested a Note.



     (c) Corporate Resolutions and Approvals. The Administrative Agent shall
have received certified copies of the resolutions of the Board of Directors or
equivalent governing body of such Foreign Borrower, approving the Loan
Documents to which such Foreign Borrower is or may become a party, and of all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to the execution, delivery and performance by
such Foreign Borrower of the Loan Documents to which it is or may become a
party.



     (d) Incumbency Certificates. The Administrative Agent shall have received
a certificate of the Secretary or an Assistant Secretary (or equivalent
officers) of such Foreign Borrower, certifying the names and true signatures of
the officers of such Foreign Borrower authorized to sign the Loan Documents to
such Foreign Borrower is a party and any other documents to which such Foreign
Borrower is a party that may be executed and delivered in connection herewith.



     (e) Organizational Documents. The Administrative Agent shall have
received an original certified copy of the Organizational Documents of such
Foreign Borrower, certified by an officer of such Foreign Borrower as being
true and correct and in full force and effect.



     (f) Amendments to Loan Documents. The Administrative Agent shall have
received such amendments or other modifications to the Loan Documents, fully
executed by the appropriate parties thereto, that the Administrative Agent
deems necessary or appropriate in connection with the addition of such Foreign
Borrower.



     (g) Miscellaneous. The Company and such Foreign Borrower shall have
provided to the Administrative Agent and the Lenders such other items and shall
have satisfied such other conditions as may be reasonably required by the
Administrative Agent or the Lenders.



     SECTION 8. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and
warrants to the Lenders, each LC Issuer and the Administrative Agent as
follows:



     8.01 Corporate Existence. Each of the Company and its Subsidiaries (a) is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation; (b) has all requisite corporate
power, and has all governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its



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business as now being or as proposed to be conducted, except in the case
of such licenses, authorizations, consents and approvals, where the failure to
obtain them would not have a Material Adverse Effect; and (c) is qualified to
do business in all jurisdictions in which the nature of the business conducted
by it makes such qualification necessary and where failure so to qualify would
have a Material Adverse Effect.




     8.02 Information.



     (a) All information heretofore furnished by any Borrower to the
Administrative Agent, any LC Issuer or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated hereby did not
as of the date thereof and will not as of the Closing Date contain any untrue
statement of a material fact or assumption or omit to state a material fact or
assumption necessary in order to make the statements contained therein not
misleading.



     (b) Without limiting the generality of paragraph (a):




     (i) The audited consolidated balance sheet of the Company and its
Subsidiaries as of May 31, 2004 and the audited consolidated statements
of income, shareholders’ equity and cash flows for the fiscal year ended
May 31, 2004 (collectively, the “Financial Statements”) have been
prepared in accordance with generally accepted accounting principles
consistently applied. The Financial Statements fairly present the
financial position of the Company and its Subsidiaries as of May 31, 2004
and the results of their operations and their cash flows for the fiscal
year ended May 31, 2004 in conformity with generally accepted accounting
principles.




     (ii) The unaudited consolidated balance sheet of the Company and its
Subsidiaries as of August 31, 2004 and the unaudited consolidated
statements of income, shareholders’ equity and cash flows for the three
months then ended have been prepared in accordance with generally
accepted accounting principles consistently applied, and fairly present
the financial position of the Company and its Subsidiaries as of August
31, 2004 and the results of their operations and their cash flows for the
three months then ended in conformity with generally accepted accounting
principles (subject to normal year-end adjustments).




     (iii) The Company and its Subsidiaries did not on the date of the
balance sheet referred to in clause (i) above, and will not on the
Closing Date, have any material contingent liabilities, material
liabilities for taxes, unusual and material forward or long-term
commitments or material unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided
for in said balance sheet.



     (c) The Company has disclosed to the Lenders in writing any and all facts
(other than general economic and industry conditions) which have or may have a
Material Adverse Effect.



     (d) Since May 31, 2004 no event has occurred and no condition has come
into existence which has had, or is reasonably likely to have, a Material
Adverse Effect.



     8.03 Litigation. Except as disclosed in the Disclosure Documents, there
are no legal or arbitral proceedings or any proceedings by or before any
governmental or regulatory authority or



55









 





agency, now pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect or which in any manner
draw into question the validity of any material provision of any Loan Document.
The disclosure of litigation to the Lenders pursuant to this Section does not
necessarily mean that such litigation is of the type described in this Section
or that the Company believes that such litigation has any merit whatsoever.




     8.04 No Breach. None of the execution and delivery of the Loan Documents,
the consummation of the transactions therein contemplated or compliance with
the terms and provisions thereof will conflict with or result in a breach of,
or require any consent under, the Organizational Documents of the Company or
any of its Subsidiaries, or any applicable law or regulation, or any order,
writ, injunction or decree of any court or governmental authority or agency, or
any Loan Document or other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which it is bound or to
which it is subject, or constitute a default under any such material agreement
or instrument, or result in the creation or imposition of any Lien upon any of
the revenues or assets of the Company or any of its Subsidiaries pursuant to
the terms of any such agreement or instrument.



     8.05 Corporate Action. Each Borrower has all necessary corporate power
and authority to execute, deliver and perform its obligations under the Loan
Documents to which it is a party; the execution, delivery and performance by
each Borrower of the Loan Documents to which it is a party have been duly
authorized by all necessary corporate action; and this Agreement has been duly
and validly executed and delivered by each Borrower and constitutes the legal,
valid and binding obligation of such Borrower and, on the Closing Date, each of
the other Loan Documents to which the Company is to be a party will constitute
its legal, valid and binding obligation, in each case enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws
relating to the enforcement of creditors’ rights generally and by general
equitable principles.



     8.06 Approvals. Each of the Company and its Subsidiaries has obtained all
authorizations, approvals and consents of, and has made all filings and
registrations with, any governmental or regulatory authority or agency and any
third party necessary for the execution, delivery or performance by it of any
Loan Document to which it is a party, or for the validity or enforceability
thereof.



     8.07 Regulations U and X. Neither the Company nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U or X of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of any Loan hereunder will
be used to purchase or carry any such margin stock.



     8.08 ERISA. The Company and each member of the Controlled Group have
fulfilled their obligations under the minimum funding standards of ERISA and
the Code with respect to each Plan and are in compliance in all material
respects with the presently applicable provisions of ERISA and the Code with
respect to each Plan. No such Person has (i) sought a waiver of the minimum
funding standard under Section 412 of the Code in respect of any Plan, (ii)
failed to



56









 





make any contribution or payment to any Plan or Multiemployer Plan, or
made any amendment to any Plan, which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or
the Code or (iii) incurred any liability under Title IV of ERISA (other than a
liability to the PBGC for premiums under Section 4007 of ERISA).




     8.09 Taxes. Each of the Company and its Subsidiaries has filed all United
States Federal income tax returns and all other material tax returns which are
required to be filed by it and has paid all taxes due pursuant to such returns
or pursuant to any assessment received by it, except to the extent the same may
be contested as permitted by Section 9.02 hereof. There are no material tax
disputes or contests pending as of the Closing Date. The charges, accruals and
reserves on the books of the Company and its Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of the Company, adequate.



     8.10 Subsidiaries. Schedule 2 hereto is a complete and correct list, as
of the date of this Agreement, of all Subsidiaries of the Company and of all
Investments held by the Company or any of its Subsidiaries in any material
joint venture or other similar Person. The Company owns, free and clear of
Liens, all outstanding shares of its Subsidiaries and all such shares are
validly issued, fully paid and non-assessable and the Company (or the
respective Subsidiary of the Company) also owns, free and clear of Liens, all
such Investments.



     8.11 Investment Company Act. Neither the Company nor any of its
Subsidiaries is an investment company within the meaning of the Investment
Company Act of 1940, as amended, or, directly or indirectly, controlled by or
acting on behalf of any Person which is an investment company, within the
meaning of said Act.



     8.12 Public Utility Holding Company Act. Neither the Company nor any of
its Subsidiaries is a “holding company”, or an “affiliate” of a “holding
company” or a “subsidiary company” of a “holding company”, within the meaning
of the Public Utility Holding Company Act of 1935, as amended.



     8.13 Ownership and Use of Properties. Each of the Company and its
Subsidiaries will have on the Closing Date and at all times thereafter, legal
title or ownership of, or the right to use pursuant to enforceable and valid
agreements or arrangements, all tangible property, both real and personal, and
all franchises, licenses, copyrights, patents and know-how which is material to
the operation of its business as proposed to be conducted.



     8.14 Environmental Matters. Except as disclosed in the Disclosure
Documents, neither the Company nor any of its Subsidiaries has (i) failed to
obtain any permits, certificates, licenses, approvals, registrations and other
authorizations which are required under any applicable Environmental Law where
failure to have any such permit, certificate, license, approval, registration
or authorization would have a Material Adverse Effect; (ii) failed to comply
with the terms and conditions of all such permits, certificates, licenses,
approvals, registrations and authorizations, and are also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Law or in any notice or demand letter from any regulatory
authority issued, entered, promulgated or approved thereunder where failure to
comply would have a Material Adverse Effect; or (iii) failed to conduct its
business so as to comply in all respects with



57









 





applicable Environmental Laws where failure to so comply would have a
Material Adverse Effect. The disclosure of any failure or alleged failure to
the Lenders pursuant to this Section does not necessarily mean that such
failure is of the type described in this Section or that any such allegation
has any merit whatsoever.




     8.15 Anti-Terrorism Law Compliance. Neither the Company nor any of its
Subsidiaries is subject to or in violation of any law, regulation, or list of
any government agency (including, without limitation, the U.S. Office of
Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act)
that prohibits or limits the conduct of business with or the receiving of
funds, goods or services to or for the benefit of certain Persons specified
therein or that prohibits or limits any Lender or LC Issuer from making any
advance or extension of credit to any Borrower or from otherwise conducting
business with the Company or any of its Subsidiaries.



     SECTION 9. COVENANTS. Each Borrower agrees that, so long as any of the
Commitments are in effect and until payment in full of all Obligations, unless
the Majority Lenders shall agree otherwise as contemplated by Section 13.05
hereof:



     9.01 Information. The Company shall deliver to each of the Lenders:



     (a) as soon as available and in any event within 90 days after the end of
each fiscal year of the Company, consolidated statements of income,
shareholders’ equity and cash flows of the Company and its Subsidiaries for
such year and the related consolidated balance sheet as at the end of such
year, setting forth in each case in comparative form the corresponding figures
for the preceding fiscal year, and accompanied by an opinion thereon of Ciulla,
Smith & Dale LLP or other independent certified public accountants of
recognized national standing, which opinion shall state that said consolidated
financial statements fairly present in all material respects the consolidated
financial condition and results of operations of the Company and its
Subsidiaries as at the end of, and for, such fiscal year, provided that
delivery of the Company’s annual report on Form 10-K shall be deemed to satisfy
the foregoing requirements;



     (b) as soon as available and in any event within 60 days after the end of
each fiscal quarter of the Company other than the last fiscal quarter in each
fiscal year, consolidated statements of income, shareholders’ equity and cash
flows of the Company and its Subsidiaries for such fiscal quarter and for the
portion of the fiscal year ended at the end of such fiscal quarter, and the
related consolidated balance sheet as at the end of such fiscal quarter,
accompanied, in each case, by a certificate of a Senior Officer, which
certificate shall state that said consolidated financial statements fairly
present in all material respects the consolidated financial condition and
results of operations of the Company in accordance with GAAP (except for
footnotes of the type required by the Securities and Exchange Commission to be
included in quarterly reports on Form 10-Q), consistently applied, as at the
end of, and for, such period (subject to normal year-end audit adjustments),
provided that delivery of the Company’s quarterly report on Form 10-Q shall be
deemed to satisfy the foregoing requirements;



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



58









 





     (d) promptly upon the filing thereof, copies of all registration
statements (other than any registration statements on Form S-8 or its
equivalent) and any reports which the Company shall have filed with the
Securities and Exchange Commission;



     (e) if and when the Company or any member of the Controlled Group (i)
gives or is required to give notice to the PBGC of any “reportable event” (as
defined in Section 4043 of ERISA) with respect to any Plan which might
constitute grounds for a termination of such Plan under Title IV of ERISA, or
knows that the plan administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of such reportable
event given or required to be given to the PBGC, (ii) receives notice of
complete or partial withdrawal liability under Title IV of ERISA or notice that
any Multiemployer Plan is in reorganization, is insolvent or has been
terminated, a copy of such notice; (iii) receives notice from the PBGC under
Title IV of ERISA of an intent to terminate or appoint a trustee to administer
any Plan, a copy of such notice; (iv) applies for a waiver of the minimum
funding standard under Section 412 of the Code, a copy of such application; (v)
gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
copy of such notice and other information filed with the PBGC; (vi) gives
notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
such notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or makes any amendment to any Plan which has resulted or
could result in the imposition of a Lien or the posting of a bond or other
security, a certificate of a Senior Officer setting forth details as to such
occurrence and action, if any, which the Company or member of the Controlled
Group is required or proposes to take;



     (f) promptly after management of any Borrower knows that any Default or
Event of Default has occurred and is continuing, a notice of such Default or
Event of Default, describing the same in reasonable detail;



     (g) promptly after a Senior Officer of the Company knows of a change in
the S&P Rating and/or Moody’s Rating of the Company, a notice of such change in
the S&P Rating and/or Moody’s Rating of the Company; and



     (h) from time to time such other information regarding the financial
condition, operations, prospects or business of the Company or any Borrower as
the Administrative Agent or any Lender through the Administrative Agent may
reasonably request.



     The Company will furnish to each Lender, at the time it furnishes each set
of financial statements pursuant to paragraph (a) or (b) above, a certificate
of the Company executed by a Senior Officer (i) to the effect that, to the best
of his knowledge after due inquiry, no Default or Event of Default has occurred
and is continuing (or, if any Default or Event of Default has occurred and is
continuing, describing the same in reasonable detail) and (ii) setting forth in
reasonable detail the computations necessary to determine whether it was in
compliance with Sections 9.08 to 9.12, inclusive, and 9.16 hereof as of the end
of the respective fiscal quarter or fiscal year.



     9.02 Taxes and Claims. The Company will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all material taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any property belonging to it,



59









 





prior to the date on which penalties attach thereto, and all lawful claims
which, if unpaid, might become a Lien upon the property of the Company or such
Subsidiary, provided that neither the Company nor such Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim the payment of
which is being contested in good faith and by proper proceedings if it
maintains adequate reserves with respect thereto and if such contest,
proceedings and reserves have been described in a certificate of a Senior
Officer delivered to the Lenders.




     9.03 Insurance. The Company will maintain, and will cause each of its
Subsidiaries to maintain, insurance with responsible companies in such amounts
and against such risks as is usually carried by companies of established repute
engaged in the same or similar businesses, owning similar properties, and
located in the same general areas as the Company and its Subsidiaries.



     9.04 Maintenance of Existence; Conduct of Business. The Company will
preserve and maintain, and will cause each of its Subsidiaries to preserve and
maintain, its corporate existence and all of its rights, privileges and
franchises necessary or desirable in the normal conduct of its business, and
will conduct its business in a regular manner; provided that nothing herein
shall prevent (i) the consolidation or merger (and resulting dissolution) of
any Subsidiary of the Company into the Company so long as the Company is the
surviving corporation, (ii) the consolidation or merger of any Subsidiary of
the Company into any other Subsidiary of the Company so long as, in the case of
such mergers or consolidations involving one or more Foreign Borrowers, either
(A) a Foreign Borrower is the surviving entity, or (B) to the extent a Foreign
Borrower is not the surviving corporation, such Foreign Borrower has been
released in accordance with Section 2.09(d) hereof, (iii) the sale of any
Subsidiary of the Company which is not a Significant Subsidiary so long as, in
the case of any Foreign Borrower, such Foreign Borrower has been released in
accordance with Section 2.09(d) hereof, (iv) the termination of corporate
existence, dissolution or abandonment by the Company of any Subsidiary which is
not a Significant Subsidiary so long as, in the case of any Foreign Borrower,
such Foreign Borrower has been released in accordance with Section 2.09(d)
hereof, and (v) any sale, lease or transfer of assets not prohibited by Section
9.10 hereof.



     9.05 Maintenance of and Access to Properties. The Company will keep, and
will cause each of its Subsidiaries to keep, all of its properties necessary in
its business in good working order and condition (having regard to the
condition of such properties at the time such properties were acquired by the
Company or such Subsidiary), ordinary wear and tear excepted, and proper books
of record and account in which full, true and correct entries in conformity
with GAAP shall be made of all dealings and transactions in relation to its
business activities, and will permit representatives of the Lenders to inspect
such properties and, upon reasonable notice and at reasonable times, to examine
and make extracts and copies from the books and records of the Company and any
such Subsidiary.



     9.06 Compliance with Applicable Laws. The Company will comply, and will
cause each of its Subsidiaries to comply, with the requirements of all
applicable laws, rules, regulations and orders of any governmental body or
regulatory authority (including, without limitation, all Environmental Laws), a
breach of which would have a Material Adverse Effect, except where contested in
good faith and by proper proceedings.



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     9.07 Litigation. The Company will promptly give to the Administrative
Agent (which shall promptly notify each Lender) notice in writing of all
litigation and of all proceedings of which it is aware before any courts,
arbitrators or governmental or regulatory agencies affecting the Company or any
of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.



     9.08 Leverage Ratio.



     (a) The Company will not permit Indebtedness of the Company and its
Subsidiaries, determined on a consolidated basis, on any date to exceed 65% of
the sum of such Indebtedness and consolidated shareholders’ equity of the
Company and its Subsidiaries on such date.



     (b) The Company will not permit Indebtedness of its Domestic Subsidiaries,
determined on a combined basis exclusive of Indebtedness to the Company and
Indebtedness pursuant to receivables securitizations incurred in accordance
with the terms and conditions of this Agreement, on any date to exceed 15% of
consolidated shareholders’ equity of the Company and its Subsidiaries on such
date.



     9.09 Interest Coverage Ratio. The Company will not permit the ratio,
calculated as at the end of each fiscal quarter ending after the Closing Date
for the four fiscal quarters then ended, of EBITDA for such period to Interest
Expense for such period to be less than 3.5:1.



     9.10 Mergers, Asset Dispositions, Etc. No Borrower will (i) consolidate
or merge with or into any other Person or (ii) sell, lease or otherwise
transfer, directly or indirectly, in one transaction or a series of related
transactions, all or substantially all of its business or assets; provided that
(1) any Borrower may consolidate or merge with another Person if (A) such
Borrower is the entity surviving such merger and (B) immediately after giving
effect to such consolidation or merger, no Default or Event of Default shall
have occurred and be continuing, (2) any Borrower other than the Company may
sell, lease or transfer all or substantially all of its business or assets to
the Company or any other Borrower, and (3) nothing herein shall prevent any of
the transactions or events permitted under clauses (i)-(v) of Section 9.04.



     9.11 Liens. The Company will not, and will not permit any of its
Subsidiaries to, create or suffer to exist any Lien upon any property or
assets, now owned or hereafter acquired, securing any Indebtedness or other
obligation, except:




     (i) Liens existing on the Closing Date and securing Indebtedness in
an aggregate principal amount not exceeding $10,000,000;




     (ii) Liens existing on other assets at the date of acquisition
thereof or which attach to such assets concurrently with or within 90
days after the acquisition thereof, securing Indebtedness incurred to
finance the acquisition thereof in an aggregate principal amount at any
time outstanding not exceeding $25,000,000;




     (iii) any Lien existing on any asset of any corporation at the time
such corporation becomes a Subsidiary of the Company or is merged or
consolidated with or into the Company or one of its Subsidiaries and not
created in contemplation of such event;



61









 






     (iv) any Lien arising out of the refinancing, extension, renewal or
refunding of any Indebtedness secured by any Lien permitted by any of the
foregoing clauses of this Section 9.11, provided that such Indebtedness
is not increased and is not secured by any additional assets;




     (v) other Liens arising in the ordinary course of the business of
the Company or such Subsidiary which are not incurred in connection with
the borrowing of money or the obtaining of advances or credit, do not
secure any obligation in an amount exceeding $25,000,000 and do not
materially detract from the value of its property or assets or materially
impair the use thereof in the operation of its business;




     (vi) Liens not otherwise permitted by the foregoing clauses of this
Section 9.11 securing Indebtedness in an aggregate principal or face
amount at any date not to exceed $25,000,000; and




     (vii) Liens incurred pursuant to receivables securitizations and
related assignments and sales of any income or revenues (including
Receivables), including Liens on the assets of any Receivables Subsidiary
created pursuant to any receivables securitization and Liens granted by
the Company and its other Subsidiaries on Receivables in connection with
the transfer thereof, or to secure obligations owing by them, in respect
of any such receivables securitization; provided that (x) the amounts
received by the Company and its other Subsidiaries from such Receivables
Subsidiary in connection with the sale or other transfer of such
Receivables would not under GAAP be accounted for as liabilities on a
consolidated balance sheet of the Company, and (y) the aggregate
principal amount of the investments and claims held at any time by all
purchasers, assignees or other transferees of (or of interests in)
Receivables from any Receivables Subsidiary, and other rights to payment
held by such Persons, in all receivables securitizations shall not exceed
$250,000,000.



     9.12 Investments. The Company will not, and will not permit any of its
Subsidiaries to, make or permit to remain outstanding any advances, loans or
other extensions of credit or capital contributions (other than prepaid
expenses in the ordinary course of business) to (by means of transfers of
property or assets or otherwise), or purchase or own any stocks, bonds, notes,
debentures or other securities of, any Person (all such transactions being
herein called “Investments”), except: (i) operating deposit accounts; (ii)
Liquid Investments; (iii) subject to Section 9.13 hereof, Investments in
accounts and notes receivable acquired in the ordinary course of business as
presently conducted; (iv) Investments existing on the Closing Date in
Subsidiaries or joint ventures, and Investments after the Closing Date by the
Captive Insurance Companies in the ordinary course of its business; (v)
Investments not otherwise permitted by the foregoing clauses of this Section
9.12 in Subsidiaries (other than the Receivables Subsidiary) of the Company and
in Persons which become Subsidiaries of the Company as the result of such
Investments; (vi) Investments not otherwise permitted by the foregoing clauses
of this Section 9.12 in joint ventures in an aggregate amount not to exceed
$50,000,000; (vii) Investments comprised of capital contributions, loans or
deferred purchase price (whether in the form of cash, a note or other assets)
to any Receivables Subsidiary or of residual interests in any trust formed to
facilitate any related receivables securitization; and (viii) Investments not
otherwise permitted by the foregoing clauses of this Section 9.12 in an
aggregate amount not to exceed $10,000,000.



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     9.13 Transactions with Affiliates. Except as expressly permitted by this
Agreement the Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly: (i) make any Investment in an Affiliate of the Company
(other than a Subsidiary of the Company); (ii) transfer, sell, lease, assign or
otherwise dispose of any assets to an Affiliate of the Company (other than a
Subsidiary of the Company); (iii) merge into or consolidate with or purchase or
acquire assets from an Affiliate of the Company (other than a Subsidiary of the
Company); or (iv) enter into any other transaction directly or indirectly with
or for the benefit of an Affiliate of the Company (other than a Subsidiary of
the Company) (including, without limitation, Guaranties and assumptions of
obligations of an Affiliate of the Company (other than a Subsidiary of the
Company)); provided that (a) any Affiliate of the Company who is an individual
may serve as a director, officer or employee of the Company and receive
reasonable compensation or indemnification in connection with his or her
services in such capacity; and (b) any transaction entered into by the Company
or a Subsidiary of the Company with an Affiliate of the Company which is not a
Subsidiary of the Company providing for the leasing of property, the rendering
or receipt of services or the purchase or sale of inventory and other assets in
the ordinary course of business must be for a monetary or business
consideration which would be substantially as advantageous to the Company or
such Subsidiary as the monetary or business consideration which would obtain in
a comparable arm’s length transaction with a Person not an Affiliate of the
Company.



     9.14 Lines of Business. The Company and its Subsidiaries, taken as a
whole, shall not engage to any substantial extent in any line or lines of
business activity other than present or related product lines.



     9.15 Environmental Matters. The Company will promptly give to the Lenders
notice in writing of any complaint, order, citation, notice or other written
communication from any Person with respect to, or if the Company becomes aware
after due inquiry of, (i) the existence or alleged existence of a violation of
any applicable Environmental Law or Environmental Liability at, upon, under or
within any property now or previously owned, leased, operated or used by the
Company or any of its Subsidiaries or any part thereof, or due to the
operations or activities of the Company, any Subsidiary on or in connection
with such property or any part thereof (including receipt by the Company or any
Subsidiary of any notice of the happening of any event involving the Release of
a reportable quantity under any applicable Environmental Law or cleanup of any
Hazardous Substance), (ii) any Release on such property or any part thereof in
a quantity that is reportable under any applicable Environmental Law, (iii) the
commencement of any cleanup pursuant to or in accordance with any applicable
Environmental Law of any Hazardous Substances on or about such property or any
part thereof and (iv) any pending or threatened proceeding for the termination,
suspension or non-renewal of any permit required under any applicable
Environmental Law, in each case which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.



     9.16 Lease Payments. Neither the Company nor any of its Subsidiaries has
incurred or assumed or will incur or assume (whether pursuant to a Guaranty or
otherwise) any liability for rental payments under a lease with a lease term
(as defined in Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board, as in effect on the date hereof) if (i) such lease
is of an asset previously owned by the Company or any of its Subsidiaries and
(ii) after giving effect thereto, the aggregate amount of minimum lease
payments that the Company and



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its Subsidiaries have so incurred or assumed will exceed, on a
consolidated basis, $30,000,000 for any calendar year under all such leases.




     9.17 Anti-Terrorism Laws. Neither the Company nor any of its Subsidiaries
shall be in violation of any law or regulation or appear on any list of any
government agency (including, without limitation, the U.S. Office of Foreign
Asset Control list, Executive Order No. 13224 or the USA Patriot Act) that
prohibits or limits the conduct of business with or the receiving of funds,
goods or services to or for the benefit of certain Persons specified therein or
that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to any Borrower.



     SECTION 10. DEFAULTS.



     10.01 Events of Default. If one or more of the following events (herein
called “Events of Default”) shall occur and be continuing:



     (a) default in the payment of (i) any principal of any Loan or any
reimbursement obligation in respect of any Unpaid Drawing when due or of (ii)
any interest on any Loan or other amount payable hereunder within five Business
Days after the due date thereof; or



     (b) the Company or any of its Subsidiaries shall default in the payment
when due of any principal of or interest on Indebtedness having an aggregate
outstanding principal amount of at least $20,000,000 (other than the Loans); or
any event or condition shall occur which results in the acceleration of the
maturity of any such Indebtedness or enables (or, with the giving of notice or
lapse of time or both, would enable) the holder of any such Indebtedness or any
Person acting on such holder’s behalf to accelerate the maturity thereof; or



     (c) any representation or warranty made or deemed made by the Company or
any Subsidiary herein, or in any certificate furnished to any Lender, any LC
Issuer or the Administrative Agent pursuant to the provisions hereof, shall
prove to have been false or misleading in any material respect as of the time
made or furnished; or



     (d) (i) any Borrower shall default in the performance of any of its
obligations under Section 2.07, 9.08, 9.09, 9.10, 9.11, 9.12, 9.13, 9.16 or
9.17 hereof; or (ii) the Company or any Subsidiary shall default in the
performance of any of its other obligations hereunder or any other Loan
Document, and such default described in this subclause (ii) shall continue
unremedied for a period of 30 days after notice thereof to the Company by the
Administrative Agent or any Lender (through the Administrative Agent); or



     (e) the Company, any other Borrower or any of the Company’s Significant
Subsidiaries shall admit in writing its inability to, or be generally unable
to, pay its debts as such debts become due; or



     (f) the Company, any other Borrower or any of the Company’s Significant
Subsidiaries shall (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee or liquidator of itself
or of all or a substantial part of its property, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
Bankruptcy Code, (iv) file a petition seeking to take advantage of any other
law relating to



64









 





bankruptcy, insolvency, reorganization, winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code, or (vi) take any corporate or
partnership action for the purpose of effecting any of the foregoing; or




     (g) a proceeding or case shall be commenced, without the application or
consent of the Company, any other Borrower or any of the Company’s Significant
Subsidiaries in any court of competent jurisdiction, seeking (i) its
liquidation, reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of such Person or of all or any substantial
part of its assets, or (iii) similar relief in respect of such Person under any
law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of
90 days; or an order for relief against such Person shall be entered in an
involuntary case under the Bankruptcy Code; or



     (h) a final judgment or judgments for the payment of money shall be
rendered by a court or courts against the Company or any of its Subsidiaries in
excess of $35,000,000 in the aggregate (excluding any amount of such judgment
as to which an Acceptable Insurer has acknowledged liability), and the same
shall not be discharged (or provision shall not be made for such discharge), or
a stay of execution thereof shall not be procured, within 10 days from the date
of entry thereof, or the Company or such Subsidiary shall not, within said
period of 10 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal; or



     (i) the Company or any member of the Controlled Group shall fail to pay
when due an amount or amounts aggregating in excess of $20,000,000 for which it
shall have become liable under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of
$20,000,000 shall be filed under Title IV of ERISA by the Company or any member
of the Controlled Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or to cause a trustee to be appointed to administer, any
Plan or Plans having aggregate Unfunded Liabilities in excess of $20,000,000;
or a condition shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded
Liabilities in excess of $20,000,000 must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans
which could cause the Company or one or more members of the Controlled Group to
incur a current payment obligation in excess of $20,000,000; or



     (j) (i) as a result of one or more transactions after the date of this
Agreement, any “person” or “group” of persons shall have “beneficial ownership”
(within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations thereunder) of 30%
or more of the outstanding common stock of the Company; or (ii) without
limiting the generality of the foregoing, during any period of 12



65









 





consecutive months, commencing after the date of this Agreement,
individuals who at the beginning of such 12-month period were directors of the
Company shall cease for any reason to constitute a majority of the board of
directors of the Company;




THEREUPON: the Administrative Agent may (and, if directed by the Majority
Lenders, shall) by notice to the Company (a) declare the Commitments terminated
(whereupon the Commitments shall be terminated), (b) terminate any Letter of
Credit that may be terminated in accordance with its terms; (c) declare the
principal amount then outstanding of and the accrued interest on the Loans, the
Unpaid Drawings, fees and all other Obligations payable hereunder and under the
Notes to be forthwith due and payable, whereupon such amounts shall be and
become immediately due and payable, without other notice, presentment, demand,
protest or other formalities of any kind (all of which are hereby expressly
waived by the Company) and/or (d) exercise any other right or remedy available
under any of the Loan Documents or applicable law; provided that in the case of
the occurrence of an Event of Default with respect to the Company referred to
in clause (f) or (g) of this Section 10.01, the Commitments shall be
automatically terminated and the principal amount then outstanding of and the
accrued interest on the Loans, the Unpaid Drawings, and fees and all other
amounts payable hereunder and under the Notes shall be and become automatically
and immediately due and payable, without notice (including, without limitation,
notice of intent to accelerate), presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Company. Each Lender hereby agrees that, unless so requested by the
Administrative Agent with the consent of the Majority Lenders, it shall not
take or cause to be taken any action to declare the Commitments terminated or
to declare payable or collect the amounts referred to above that is independent
from any action taken or to be taken by the Administrative Agent, unless such
action is taken in connection with an Event of Default described in clause (a),
(e), (f) or (g) of this Section 10.01.




     10.02 Application of Certain Payments and Proceeds. All payments and
other amounts received by the Administrative Agent, any LC Issuer or any Lender
(i) at any time on or after the Sharing Date or (ii) at any time from the
exercise of remedies hereunder or under the other Loan Documents, shall in each
case unless otherwise required by the terms of the other Loan Documents or by
applicable law be applied as follows:



     (a) Obligations Generally. Except with respect to any amounts that are
required to first be applied pursuant to subparts (b) or (c) below, all amounts
received by or with respect to the Company shall be applied:




     (i) first, to the payment of that portion of the Obligations
constituting fees, indemnities and expenses and other amounts payable to
the Administrative Agent or the Arrangers in their capacity as such;




     (ii) second, to the payment of that portion of the Obligations
constituting fees, indemnities and expenses payable to each Lender or
each LC Issuer, ratably among them in proportion to the aggregate of all
such amounts;




     (iii) third, to the payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans and Unpaid Drawings
with respect to Letters of



66









 






Credit, ratably among the Lenders and each LC Issuer in proportion
to the aggregate of all such amounts;




     (iv) fourth, pro rata to the payment of that portion of the
Obligations constituting unpaid principal of the Loans and Unpaid
Drawings, ratably among the Lenders and each LC Issuer in proportion to
the aggregate of all such amounts;




     (v) fifth, to the Administrative Agent for the benefit of each LC
Issuer to cash collateralize the Stated Amount of outstanding Letters of
Credit;




     (vi) sixth, to the payment of all other Obligations owing under or
in respect of the Loan Documents that are then due and payable to the
Administrative Agent, the Arrangers, each LC Issuer and the Lenders,
ratably based upon the respective aggregate amounts of all such
Obligations owing to them on such date; and




     (vii) finally, any remaining surplus after all of the Obligations
have been paid in full, to the Company or to whomsoever shall be lawfully
entitled thereto.



     (b) Foreign Revolving Borrower Obligations. All amounts received by or
with respect to any Foreign Revolving Borrower shall be applied:




     (i) first, to the payment of that portion of the Foreign Revolving
Borrower Obligations owing by such Foreign Revolving Borrower
constituting fees, indemnities and expenses and other amounts payable to
the Administrative Agent in its capacity as such;




     (ii) second, to the payment of that portion of the Foreign Revolving
Borrower Obligations owing by such Foreign Revolving Borrower
constituting fees, indemnities and expenses payable to each Lender and
each LC Issuer, ratably among them in proportion to the aggregate of all
such amounts;




     (iii) third, to the payment of that portion of the Foreign Revolving
Borrower Obligations constituting accrued and unpaid interest on the
Loans made to such Foreign Revolving Borrower and Unpaid Drawings with
respect to Letters of Credit issued for the account of such Foreign
Revolving Borrower, ratably among the Lenders and each LC Issuer in
proportion to the aggregate of all such amounts;




     (iv) fourth, to the payment of that portion of the Foreign Revolving
Borrower Obligations constituting unpaid principal of the Loans made to
such Foreign Revolving Borrower and Unpaid Drawings with respect to
Letters of Credit issued for the account of such Foreign Revolving
Borrower, ratably among the Lenders and each LC Issuer in proportion to
the aggregate of all such amounts;




     (v) fifth, to the Administrative Agent for the benefit of each LC
Issuer to cash collateralize the Stated Amount of Letters of Credit
issued for the account of such Foreign Revolving Borrower;



67









 






     (vi) sixth, to the payment of all other Foreign Revolving Borrower
Obligations of such Foreign Revolving Borrower owing under or in respect
of the Loan Documents that are then due and payable to the Administrative
Agent, each LC Issuer and the Lenders, ratably based upon the respective
aggregate amounts of all such Foreign Revolving Borrower Obligations
owing to them by such Foreign Revolving Borrower on such date; and




     (vii) finally, any remaining surplus after all of the Foreign
Revolving Borrower Obligations of such Foreign Revolving Borrower have
been paid in full, to such Foreign Revolving Borrower or to whomsoever
shall be lawfully entitled thereto.



     (c) Canadian Obligations. All amounts received by or with respect to any
Canadian Borrower shall be applied:




     (i) first, to the payment of that portion of the Canadian
Obligations owing by the Canadian Borrowers constituting fees,
indemnities and expenses and other amounts payable to the Administrative
Agent in its capacity as such;




     (ii) second, to the payment of that portion of the Canadian
Obligations owing by the Canadian Borrowers constituting fees,
indemnities and expenses payable to each Canadian Lender, ratably among
them in proportion to the aggregate of all such amounts;




     (iii) third, to the payment of that portion of the Canadian
Obligations constituting accrued and unpaid interest on the Canadian
Revolving Loans made to the Canadian Borrowers, ratably among the
Canadian Lenders in proportion to the aggregate of all such amounts;




     (iv) fourth, to the payment of that portion of the Canadian
Obligations constituting unpaid principal of the Canadian Revolving Loans
made to the Canadian Borrowers, ratably among the Canadian Lenders in
proportion to the aggregate of all such amounts;




     (v) fifth, to the payment of all other Canadian Obligations owing
under or in respect of the Loan Documents that are then due and payable
to the Administrative Agent and the Canadian Lenders, ratably based upon
the respective aggregate amounts of all such Canadian Obligations owing
to them by the Canadian Borrowers on such date; and




     (vi) finally, any remaining surplus after all of the Canadian
Obligations have been paid in full, to the Canadian Borrowers or to
whomsoever shall be lawfully entitled thereto.



     SECTION 11. THE ADMINISTRATIVE AGENT.



     11.01 Appointment, Powers and Immunities. Each Lender hereby irrevocably
appoints and authorizes the Administrative Agent to act as its agent hereunder
and under the Notes with such powers as are specifically delegated to the
Administrative Agent by the terms hereof and thereof, together with such other
powers as are reasonably incidental thereto. The Administrative Agent (which
term as used in this Section 11 shall include reference to its affiliates and
its and its



68









 





affiliates’ officers, directors, employees and agents): (a) shall have no
duties or responsibilities except those expressly set forth in this Agreement
and the Notes, and shall not by reason of this Agreement or any Note be a
trustee for any Lender; (b) shall not be responsible to the Lenders for any
recitals, statements, representations or warranties contained in this Agreement
or the Notes, or in any certificate or other document referred to or provided
for in, or received by any of them under, this Agreement or any the Notes, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any Note or any other document referred to or
provided for herein or therein or for any failure by the Company or any of its
Subsidiaries or any other Person to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder or under any Note except to the extent
requested by the Majority Lenders, and (d) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any Note or any
other document or instrument referred to or provided for herein or therein or
in connection herewith or therewith, except for its own gross negligence or
willful misconduct. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.




     11.02 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Administrative Agent.
As to any matters not expressly provided for by this Agreement or the Notes,
the Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and thereunder in accordance with
instructions signed by the Majority Lenders and such instructions of the
Majority Lenders and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders.



     11.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on Loans or facility or utilization fees) unless the
Administrative Agent has received notice from a Lender or the Company
specifying such Default and stating that such notice is a “Notice of Default”.
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment). The Administrative Agent shall (subject to Section 11.07 hereof)
take such action with respect to such Default as shall be directed by the
Majority Lenders, provided that, unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Lenders.



     11.04 Rights as a Lender. With respect to its Commitment and the Loans
made by it, National City in its capacity as a Lender hereunder shall have the
same rights and powers hereunder as any other Lender and may exercise the same
as though it were not acting as the Administrative Agent, and the term “Lender”
or “Lenders” shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent



69









 





may (without having to account therefor to any Lender) accept deposits
from, lend money to and generally engage in any kind of banking, trust or other
business with the Company (and any of its Affiliates) as if it were not acting
as the Administrative Agent and the Administrative Agent may accept fees and
other consideration from the Company (in addition to the agency fees and
arrangement fees heretofore agreed to between the Company, the Administrative
Agent) for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.




     11.05 Indemnification. The Lenders agree to indemnify the Administrative
Agent (to the extent not reimbursed under Section 13.03 or 13.04 hereof, but
without limiting the obligations of the Company under said Sections 13.03 and
13.04), ratably in accordance with their respective Commitments, for any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent in
any way relating to or arising out of this Agreement or any other Loan Document
or any other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses which the Company is obligated to pay under Sections 13.03
and 13.04 hereof but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the
terms hereof or thereof or of any such other documents, provided that no Lender
shall be liable for any of the foregoing to the extent they arise from the
gross negligence or willful misconduct of the party to be indemnified.



     11.06 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Administrative
Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own credit analysis of the Company and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or its Note or Notes. The Administrative Agent shall not
be required to keep itself informed as to the performance or observance by the
Company or any other Person of this Agreement or any of the other Loan
Documents or any other document referred to or provided for herein or therein
or to inspect the properties or books of the Company or any other Person.
Except for notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Administrative Agent hereunder
or under the Notes, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Company or any
other Person (or any of their affiliates) which may come into the possession of
the Administrative Agent.



     11.07 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder and under any Note, the Administrative Agent
shall in all cases be fully justified in failing or refusing to act hereunder
and thereunder unless it shall receive further assurances to its satisfaction
by the Lenders of their indemnification obligations under Section 11.05 hereof
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.



70









 





     11.08 Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Company and the Administrative Agent may be removed at
any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent reasonably acceptable to the Company. If no
successor Administrative Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent’s giving of notice of resignation or the Majority
Lenders’ removal of the retiring Administrative Agent (the “Notice Date”), then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent reasonably acceptable to the Company. Any
successor Administrative Agent shall be (i) a Lender or (ii) if no Lender has
accepted such appointment within 40 days after the Notice Date, a bank with a
combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative
Agent, the provisions of this Section 11 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the Administrative Agent.



     11.09 Other Agents. Except as specifically set forth herein with respect
to the Arrangers, any Lender identified herein as a Co-Agent, Syndication
Agent, Documentation Agent, Managing Agent, Manager, Book Runner, Joint Book
Runner or any other corresponding title, other than “Administrative Agent,”
shall have no right, power, obligation, liability, responsibility or duty under
this Agreement or any other Loan Document except those applicable to all
Lenders as such. Each Lender acknowledges that it has not relied, and will not
rely, on any Lender so identified in deciding to enter into this Agreement or
in taking or not taking any action hereunder.



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



     SECTION 12. GUARANTY.



     12.01 Guaranty by the Company. The Company hereby irrevocably and
unconditionally guarantees, for the benefit of the Benefited Creditors, all of
the following (collectively, the “Company Guaranteed Obligations”): (a) the
principal of and interest on the



71









 





Notes issued by, and the Loans made to, and the other Obligations of, the
Foreign Borrowers under this Agreement, and (b) all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit issued for the benefit of
any LC Obligor (other than the Company) under this Agreement, in all cases
under subparts (a) or (b) above, whether now existing, or hereafter incurred or
arising, including any such interest or other amounts incurred or arising
during the pendency of any bankruptcy, insolvency, reorganization, receivership
or similar proceeding, regardless of whether allowed or allowable in such
proceeding or subject to an automatic stay under Section 362(a) of the
Bankruptcy Code). Upon failure by any Borrower to pay punctually any of the
Company Guaranteed Obligations, the Company shall forthwith on demand by the
Administrative Agent pay the amount not so paid at the place and in the
currency and otherwise in the manner specified in this Agreement or any other
applicable agreement or instrument.




     12.02 Additional Undertaking. As a separate, additional and continuing
obligation, the Company unconditionally and irrevocably undertakes and agrees,
for the benefit of the Benefited Creditors that, should any amounts not be
recoverable from the Company under Section 12.01 for any reason whatsoever
(including, without limitation, by reason of any provision of any Loan Document
or any other agreement or instrument executed in connection therewith being or
becoming void, unenforceable, or otherwise invalid under any applicable law)
then, notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other Person,
at any time, the Company as sole, original and independent obligor, upon demand
by the Administrative Agent, will make payment to the Administrative Agent, for
the account of the Benefited Creditors, of all such obligations not so
recoverable by way of full indemnity, in such currency and otherwise in such
manner as is provided in the Loan Documents or any other applicable agreement
or instrument.



     12.03 Guaranty Unconditional. The obligations of the Company under this
Section shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by the occurrence, one or more times, of any of the following:



     (a) any extension, renewal, settlement, compromise, waiver or release in
respect to any Company Guaranteed Obligation under any agreement or instrument,
by operation of law or otherwise;



     (b) any modification or amendment of or supplement to this Agreement, any
Note, any other Loan Document, or any agreement or instrument evidencing or
relating to any Company Guaranteed Obligation;



     (c) any release, non-perfection or invalidity of any direct or indirect
security for any Company Guaranteed Obligation under any agreement or
instrument evidencing or relating to any Company Guaranteed Obligation;’



     (d) any change in the corporate existence, structure or ownership of any
Borrower or other Subsidiary or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting any Borrower or other Subsidiary or its
assets or any resulting release or discharge of any obligation of any Borrower
or other Subsidiary contained in any agreement or instrument evidencing or
relating to any Company Guaranteed Obligation;



72









 





     (e) the existence of any claim, set-off or other rights which the Company
may have at any time against any other Borrower, the Administrative Agent, any
Lender, any Affiliate of any Lender or any other person, whether in connection
herewith or any unrelated transactions;



     (f) any invalidity or unenforceability relating to or against any other
Borrower for any reason of any agreement or instrument evidencing or relating
to any Company Guaranteed Obligation, or any provision of applicable law or
regulation purporting to prohibit the payment by any Borrower of any of the
Company Guaranteed Obligations; or



     (g) any other act or omission of any kind by any other Borrower, the
Administrative Agent, any Lender or any other Person or any other circumstance
whatsoever which might, but for the provisions of this Section, constitute a
legal or equitable discharge of the Company’s obligations under this Section
other than the irrevocable payment in full of all Company Guaranteed
Obligations.



     12.04 Company Obligations to Remain in Effect; Restoration. The Company’s
obligations under this Section shall remain in full force and effect until the
Commitments shall have terminated, and the principal of and interest on the
Notes and other Company Guaranteed Obligations, and all other amounts payable
by the Company, any other Borrower or other Subsidiary, under the Loan
Documents or any other agreement or instrument evidencing or relating to any of
the Company Guaranteed Obligations, shall have been paid in full. If at any
time any payment of any of the Company Guaranteed Obligations is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of such Borrower, the Company’s obligations under this Article
with respect to such payment shall be reinstated at such time as though such
payment had been due but not made at such time.



     12.05 Waiver of Acceptance, etc. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
person against any other Borrower or any other Person, or against any
collateral or guaranty of any other Person.



     12.06 Subrogation. Until the indefeasible payment in full of all of the
Obligations and the termination of the Commitments hereunder, the Company shall
have no rights, by operation of law or otherwise, upon making any payment under
this Section to be subrogated to the rights of the payee against any other
Borrower with respect to such payment or otherwise to be reimbursed,
indemnified or exonerated by any such Borrower in respect thereof.



     12.07 Effect of Stay. In the event that acceleration of the time for
payment of any amount payable by any Borrower under any Company Guaranteed
Obligation is stayed upon insolvency, bankruptcy or reorganization of such
Borrower, all such amounts otherwise subject to acceleration under the terms of
any applicable agreement or instrument evidencing or relating to any Company
Guaranteed Obligation shall nonetheless be payable by the Company under this
Section forthwith on demand by the Administrative Agent.



     SECTION 13. MISCELLANEOUS.



     13.01 Waiver. No failure on the part of the Administrative Agent or any
Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or



73









 





privilege under this Agreement or the Notes shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege thereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The remedies provided in this
Agreement and the Notes are cumulative and not exclusive of any remedies
provided by law.




     13.02 Notices. All notices and other communications provided for herein
(including, without limitation, any modifications of, or waivers or consents
under, this Agreement) shall be given or made by telex, telegraph, telecopy,
cable or other writing and telexed, telecopied, telegraphed, cabled, mailed or
delivered to the intended recipient at the “Address for Notices” specified
below its name on the signature pages hereof; or, as to any party, at such
other address as shall be designated by such party in a notice to the Company
and the Administrative Agent given in accordance with this Section 13.02.
Except as otherwise provided in this Agreement, all such communications shall
be deemed to have been duly given when transmitted by telex or telecopier,
delivered to the telegraph or cable office or personally delivered or, in the
case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.



     13.03 Expenses, Etc. The Company agrees to pay (or reimburse the
Administrative Agent, each LC Issuer, the Lenders or their Affiliates, as the
case may be) all of the following: (i) whether or not the transactions
contemplated hereby are consummated, for all reasonable out-of-pocket costs of
the Administrative Agent and the Arrangers in connection with the negotiation,
preparation, syndication, administration and execution and delivery of the Loan
Documents and the documents and instruments referred to therein and the
syndication of the Commitments; (ii) all reasonable out-of-pocket costs and
expenses of the Administrative Agent in connection with any amendment, waiver
or consent relating to any of the Loan Documents that are requested by any
Borrower; (iii) all reasonable out-of-pocket costs and expenses of the
Administrative Agent, the Arrangers, the Lenders, each LC Issuer and their
Affiliates in connection with the enforcement of any of the Loan Documents or
the other documents and instruments referred to therein, including, without
limitation, the reasonable fees and disbursements of any individual counsel to
the Administrative Agent, any LC Issuer and any Lender (including, without
limitation, allocated costs of internal counsel); (iv) any and all present and
future stamp and other similar taxes with respect to the foregoing matters and
save the Administrative Agent, each LC Issuer and each of the Lenders harmless
from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to any such
indemnified Person) to pay such taxes.



     13.04 Indemnification. The Company shall indemnify the Administrative
Agent, each LC Issuer, each Lender, and each affiliate thereof and their
respective directors, officers, employees, attorneys and agents from, and hold
each of them harmless against, any and all losses, liabilities, claims or
damages to which any of them may become subject, insofar as such losses,
liabilities, claims or damages arise out of or result from (i) any actual or
proposed use by the Company of the proceeds of any extension of credit by any
Lender or LC Issuer hereunder or breach by the Company of this Agreement or any
other Loan Document, (ii) any Environmental Liabilities or (iii) any
investigation, litigation or other proceeding (including any threatened
investigation or proceeding) relating to the foregoing, whether or not the
indemnified Person is a party thereto, and the Company shall reimburse the
Administrative Agent, each LC Issuer, each Lender, and each affiliate thereof
and their respective directors, officers, employees and agents, upon demand for
any expenses (including legal fees and fees of engineers, environmental



74









 





consultants and similar technical personnel) incurred in connection with
any such investigation or proceeding; but excluding any such losses,
liabilities, claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified.
Notwithstanding the foregoing, a Foreign Borrower shall only be required to
indemnify any Indemnitee pursuant to this Section to the extent that any such
losses, liabilities, claims, damages or expenses have been caused by such
Foreign Borrower or are otherwise directly related or attributable to such
Foreign Borrower.




     13.05 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the Notes, nor any consent to any departure by the Company
therefrom, shall in any event be effective unless the same shall be agreed or
consented to by the Majority Lenders, the Company and, if such amendment or
waiver relates to any other Borrower, such other Borrower, and each such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, that no amendment, waiver or
consent shall (i) increase any Commitment of any Lender or subject any Lender
to any additional obligations, without the written consent of such Lender; (ii)
reduce the principal of, or interest on, any Loan, Unpaid Drawing or any fees
hereunder, without the written consent of each Lender affected thereby; (iii)
postpone (A) any date fixed for any payment of principal of, or interest on,
any Loan, or any fee hereunder pursuant to Sections 2.03, 4.01 or 4.02 hereof,
or (B) the expiration date of any Letter of Credit beyond the latest expiration
date for a Letter of Credit provided for herein, in each case without the
written consent of each Lender affected thereby; (iv) change the percentage of
any of the Commitments or of the aggregate unpaid principal amount of any of
the Loans, or the number of Lenders, which shall be required for the Lenders or
any of them to take any action under this Agreement, without the written
consent of each Lender; or (v) change any provision contained in Sections 2.07,
6, 13.03 or 13.04 hereof or this Section 13.05 or Section 13.08 hereof.
Notwithstanding anything in this Section 13.05 to the contrary, no amendment,
waiver or consent shall be made with respect to Section 11 without the consent
of the Administrative Agent.



     13.06 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns except that no Borrower may assign its rights or obligations hereunder
or under the Notes without the prior written consent of all of the Lenders.
Each Lender may assign any Loan or Loans, its interest in any of the LC
Outstandings or Swing Loan Participations or all or any part of its Commitment
at any time (i) to any affiliate thereof, (ii) to any other Lender, or (iii)
with the consent of the Administrative Agent and, provided no Event of Default
has occurred and is continuing at such time, the Company, which consents shall
not be unreasonably withheld, to any other bank or financial institution or
fund (each as “Eligible Assignee”); provided that (x) any assignment shall not
be less than $5,000,000 or, if less, shall constitute an assignment of all of
such Lender’s Commitments, Loans and LC Outstandings and (y) with respect to
any assignment relating to a Revolving Commitment, the Company shall be deemed
to be reasonable in withholding consent if the assignee is not exempt from
United States withholding taxes. Any Lender may assign all, or if less than
all, a fixed portion, of its Loans, LC Outstandings, Swing Loan Participations
and/or Commitments and its rights and obligations hereunder to one or more
Eligible Assignees, each of which shall become a party to this Agreement as a
Lender by execution of an Assignment Agreement. Notwithstanding any other
provision of this Agreement, no Lender that is a Canadian Lender (whether
directly or by its Canadian Lending Installation) may assign any



75









 





portion of its Canadian Commitment or Canadian Obligations to an Eligible
Assignee who is (or whose Canadian Lending Installation is) not a resident of
Canada within the meaning of the Income Tax Act (Canada) for the purposes of
the withholding tax provisions in Part XIII of the Income Tax Act (Canada) in
respect of amounts paid or credited to it hereunder. Upon execution by the
assignor and the assignee of an instrument pursuant to which the assignee
assumes such rights and obligations, payment by such assignee to such assignor
of an amount equal to the purchase price agreed between such assignor and such
assignee and delivery to the Administrative Agent and the Company of an
executed copy of such instrument together with payment by such assignee to the
Administrative Agent of a processing fee of $3,500, such assignee shall have,
to the extent of such assignment (unless otherwise provided therein), the same
rights and benefits as it would have if it were a Lender hereunder and the
assignor shall be, to the extent of such assignment (unless otherwise provided
therein) released from its obligations under this Agreement. Upon the
consummation of such assignment, the Company shall make appropriate
arrangements so that, if required, new Notes are issued to the assignor and the
assignee. With respect to any assignment relating to a Revolving Commitment,
if such assignee is not incorporated under the laws of the United States of
America or a state thereof, it shall, prior to the effectiveness of the
applicable instrument of assumption, deliver to the Company and the
Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with
Section 5.08(f). Each Lender may (without the consent of any other party to
this Agreement) sell participations in all or any part of any Loan or Loans
made by it, or interest in any LC Outstandings or Swing Loan Participations to
another bank or other entity, in which event the participant shall not have any
rights under this Agreement (except as provided in the next succeeding sentence
hereof), or in the case of a Loan, such Lender’s Note (the participant’s rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto, which agreement shall not give the participant the right to consent to
any modification, amendment or waiver other than one described in clause (i),
(ii) or (iii) of Section 13.05 hereof). Each Borrower agrees that each
participant shall be entitled to the benefits of Sections 5.07 and 6 with
respect to its participation; provided that no participant shall be entitled to
receive any greater amount pursuant to such Sections than the transferor Lender
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such participant had no
such transfer occurred. Each Lender may furnish any information concerning the
Company and its Subsidiaries in the possession of such Lender from time to time
to assignees and participants (including prospective assignees and
participants) which have agreed in writing to be bound by the provisions of
Section 13.07 hereof. The Administrative Agent and each Borrower may, for all
purposes of this Agreement, treat any Lender as the holder of any Note drawn to
its order (and owner of the Loans evidenced thereby) until written notice of
assignment or other transfer shall have been received by them from such Lender.
Notwithstanding anything to the contrary, any Lender may at any time assign
all or any portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank. No such assignment shall release the transferor Lender
from its obligations hereunder.




     13.07 Confidentiality. Each Lender agrees to keep confidential any
information delivered or made available by the Company to it prior to the end
of the term of this Agreement which is clearly indicated to be confidential
information; provided that nothing herein shall prevent any Lender from
disclosing such information (i) to any other Lender, (ii) to its officers,
directors, employees, affiliates, agents, attorneys and accountants who have a
need to know such



76









 





information in accordance with customary banking practices and who receive
such information having been made aware of the restrictions set forth in this
Section, (iii) upon the order (which, for avoidance of doubt, includes any
subpoena) of any court or administrative agency, (iv) upon the request or
demand of any regulatory agency or authority having jurisdiction over such
Lender, (v) which has been publicly disclosed, (vi) to the extent reasonably
required in connection with any litigation to which the Administrative Agent,
any Lender, the Company or their respective affiliates may be a party, (vii) to
the extent reasonably required in connection with the exercise of any remedy
hereunder, (viii) to such Lender’s legal counsel and independent auditors, and
(ix) to any actual or proposed participant or assignee of all or part of its
rights hereunder which has agreed in writing to be bound by the provisions of
this Section 13.07.




     13.08 Limitations on Liability of the LC Issuers. Each Revolving Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letters of Credit. No LC
Issuer or any of its officers or directors shall be liable or responsible for:
(a) the use that may be made of any Letter of Credit or any acts or omissions
of any beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by an LC Issuer against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to such
Letter of Credit; or (d) any other circumstances whatsoever in making or
failing to make payment under any Letter of Credit, except that any account
party with respect to a Letter of Credit shall have a claim against an LC
Issuer, and an LC Issuer shall be liable to such account party, to the extent
of any direct, but not consequential, damages suffered by such account party
that such account party proves were caused by (i) such LC Issuer’s willful
misconduct or gross negligence in determining whether documents presented under
a Letter of Credit comply with the terms of such Letter of Credit or (ii) such
LC Issuer’s willful failure to make lawful payment under any Letter of Credit
after the presentation to it of documentation strictly complying with the terms
and conditions of such Letter of Credit. In furtherance and not in limitation
of the foregoing, an LC Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation.



     13.09 Canadian Interest Limitation. Notwithstanding anything herein to
the contrary, in no event shall the aggregate “interest” (as defined in section
347 of the Criminal Code, Revised Statutes of Canada, 1985, C. 46 as the same
may be amended, replaced or re-enacted from time to time) payable under this
Agreement with respect to the Canadian Obligations exceed the effective annual
rate of interest on the “credit advanced” (as defined in that section) under
this Agreement lawfully permitted under that section and, if any payment,
collection or demand pursuant to this Agreement in respect of “interest” (as
defined in that section) is determined to be contrary to the provisions of that
section, such payment, collection or demand shall be deemed to have been made
by mutual mistake of the applicable Canadian Borrower and the Canadian Lenders
and the amount of such payment or collection shall be refunded to such Canadian
Borrower; for purposes of this Agreement the effective annual rate of interest
shall be determined in accordance with generally accepted actuarial practices
and principles over the term of the applicable credit advanced on the basis of
annual compounding of the lawfully permitted rate of interest and, in the event
of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the Administrative Agent will be conclusive for the purposes of
such



77









 





determination. The amount of the payment that is to be refunded will be
determined by the Administrative Agent.




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



     13.11 Survival. The obligations of the Company under Sections 5.08, 6.01,
6.05, 13.03 and 13.04 hereof and the obligations of the Lenders under Sections
11.05 and 13.07 shall survive the repayment of the Loans and the termination of
the Commitments.



     13.12 Captions. The table of contents and the captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.



     13.13 Counterparts; Integration. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Agreement
by signing any such counterpart. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral and written, relating to the subject
matter hereof (except to the extent specific reference is made to any such
agreement in Section 2.03 hereof).



     13.14 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.



     (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF OHIO, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. EACH BORROWER HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF OHIO AND OF ANY OHIO STATE COURT SITTING IN CLEVELAND, OHIO FOR
PURPOSES OF



78









 





ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




     (b) EACH BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.



     (c) EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUER AND EACH
LENDER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



[Remainder of page intentionally left blank]





79










 





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



	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 
	 	 	/s/ Keith R. Smiley
	 	 	

	

	 	Name:
	 	Keith R. Smiley
	

	 	Title:
	 	Vice President, Treasurer and
	

	 	 	 	Assistant Secretary
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	2628 Pearl Road
	 	 	P.O. Box 777
	 	 	Medina, Ohio 44258
	 	 	Attention: Chief Financial Officer
	 	 	Telephone Number: 330-273-8845
	 	 	Telecopy Number: 330-220-6006







 









 





	 	 	 	 	 
	 	 	NATIONAL CITY BANK,
	 	 	as the Administrative
Agent, an Arranger, the
Swing Line Lender, the LC Issuer and a Lender
	 
	 	 	 	 
	 	 	/s/ Robert S. Coleman
	 	 	

	

	 	Name:
	 	ROBERT S. COLEMAN
	

	 	Title:
	 	SENIOR VICE PRESIDENT
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	National City Bank
	 	 	1900 E. Ninth Street  -  Loc. #2077
	 	 	Cleveland, OH 44114
	 	 	Attention: Revette Vickerstaff
	 	 	Telecopy Number: 216-488-7110







 









 









	 	 	 	 	 
	 	 	NATIONAL CITY BANK, CANADA BRANCH,
as a Canadian Lender
	 
	 	 	 	 
	

	 	/s/ Caroline Stade
	 	/s/ William Hines
	

	 	

	 	

	

	 	Name: Caroline Stade
	 	William Hines
	

	 	Title: Vice President
	 	Senior Vice President







	 	 	 
	

	 	Address for Notices:
	

	 	National City Bank, Canada Branch
	

	 	130 King Street West, Suite 2140
	

	 	Toronto, Ontario
	

	 	Canada M5X 1E4
	

	 	Attention: Donna Hallim
	

	 	Telecopy Number: 416-361-0085







 











 





	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,
	 	 	as the Syndication Agent, an Arranger and a Lender
	 
	 	 	 	 
	 	 	/s/ Marianne T. Meil
	 	 	

	

	 	Name:
	 	Marianne T. Meil
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	127 Public Square
	 	 	Cleveland, Ohio 44114
	 	 	Attention: Kristina Morales
	 	 	Telecopy Number: 216-689-5962







 









 





	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.,
	 	 	as Co-Documentation Agent and a Lender
	 
	 	 	 	 
	 	 	/s/ Barbara Van Meerten
	 	 	

	

	 	Name:
	 	Barbara Van Meerten
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	201 S. College Street
	 	 	NC 1183
	 	 	Charlotte, N.C. 28288
	 	 	Telecopy No: 704 715-0094







 









 





	 	 	 	 	 
	 	 	FLEET NATIONAL BANK,
	 	 	as Co-Documentation Agent and a Lender
	 
	 	 	 	 
	 	 	/s/ Irene Bertozzi Bartenstein
	 	 	

	

	 	Name:
	 	Irene Bertozzi Bartenstein
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	100 Federal St., Mailstop MA5-100-09-03
	 	 	Boston, MA
	 	 	Attention: Irene Bartenstein
	 	 	Telecopy Number: 617-434-0601







 









 





	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 	 	/s/ Roy C. Lanctot
	 	 	

	

	 	Name:
	 	ROY C. LANCTOT
	

	 	Title:
	 	VICE PRESIDENT
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	600 SUPERIOR AVE. EAST
	 	 	CLEVELAND OH 44114
	 	 	Attention: R. C. LANCTOT
	 	 	Telecopy Number: 216-274-5145







 









 





	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 	 	/s/ Patrick F. Dunphy
	 	 	

	

	 	Name:
	 	Patrick F. Dunphy
	

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	1300 East
9th Street, Suite 1000
	 	 	Cleveland, OH 44114
	 	 	Attention: Patrick F. Dunphy
	 	 	Telecopy Number: (216) 802-2212








 









 








	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,
	 	 	CHICAGO BRANCH
	 
	 	 	 	 
	 	 	/s/ Shinichiro Munechika
	 	 	

	

	 	Name:
	 	Shinichiro Munechika
	

	 	Title:
	 	Deputy General Manager
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	227 West Monroe Street, Suite 2300
	 	 	Chicago, Illinois 60606
	 	 	Attention: John DiLegge
	 	 	Telecopy Number: (312) 696-4535







 









 





	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 	 	/s/ Kenneth McDonnell
	 	 	

	

	 	Name:
	 	Kenneth McDonnell
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	1 Wall Street, 21st Fl.
	 	 	New York, NY 10286
	 	 	Attention: Terry Blackburn
	 	 	Telecopy Number: 212-809-9060







 









 





	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 	 	/s/ Christine C. Gencer
	 	 	

	

	 	Name:
	 	Christine C. Gencer
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	1350 Euclid Ave
	 	 	Cleveland OH, 44115
	 	 	Attention: Christine C. Gencer
	 	 	Telecopy Number: 216-623-9208







 









 





	 	 	 
	

	 	CREDIT SUISSE FIRST BOSTON,
	

	 	acting through its Cayman Islands Branch
	 
	 	 
	

	 	/s/ Phillip Ho
	

	 	

	

	 	Name: Phillip Ho
	

	 	Title: Director
	 
	 	 
	

	 	/s/ Rianka Mohan
	

	 	

	

	 	Name: Rianka Mohan
	

	 	Title: Associate
	 
	 	 
	

	 	Address for Notices:
	

	 	Eleven Madison Avenue,
	

	 	New York , NY 10010
	

	 	Attention: Phillip Ho
	

	 	Telecopy Number: 646-935-8198







 









 





	 	 	 	 	 
	 	 	KBC BANK, N.V.
	 
	 	 	 	 
	

	 	/s/ Robert Snauffer
	 	/s/ William Cavanaugh
	

	 	

	 	

	

	 	Name: Robert Snauffer
	 	William Cavanaugh
	

	 	Title: First Vice President
	 	Vice President







	 	 	 
	

	 	Address for Notices:
	

	 	125 W, 55th Street
	

	 	New York, NY 10019
	

	 	Attention: Loan Administration
	

	 	Telecopy Number: 212-956-5580







 









 





	 	 	 	 	 
	 	 	UFJ BANK LIMITED
	 
	 	 	 	 
	 	 	/s/ Russell Bohner
	 	 	

	

	 	Name:
	 	Russell Bohner
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	55 East 52nd Street
	 	 	New York, NY 10055
	 	 	Attention: Marlin Chin
	 	 	Telecopy Number: 212-754-2368








 










 





PRICING SCHEDULE




     The Applicable Margin, the facility fee rate and utilization fee rate for
any day are the respective percentages set forth below in the applicable row
under the column corresponding to the Status that exists on such day:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Status
	 	Level I
	 	Level II
	 	Level III
	 	Level IV
	 	Level V
	 	Level VI

	Fixed Rate Loans
and Swing Loans
	 	 	.40	%	 	 	.50	%	 	 	.60	%	 	 	.825	%	 	 	1.00	%	 	 	1.375	%
	Facility Fee Rate
	 	 	.10	%	 	 	.125	%	 	 	.15	%	 	 	.175	%	 	 	.25	%	 	 	.375	%
	Utilization Fee Rate
	 	 	.125	%	 	 	.125	%	 	 	.125	%	 	 	.125	%	 	 	.25	%	 	 	.25	%







     For purposes of this Schedule, the following terms have the following
meanings:



     “Applicable Indebtedness” shall mean senior unsecured long-term debt of
the Company and its Subsidiaries.



     “Level I Status” exists at any date if, at such date, the Applicable
Indebtedness is rated A- or higher by S&P and A3 or higher by Moody’s.



     “Level II Status” exists at any date if, at such date, (i) the Applicable
Indebtedness is rated BBB+ or higher by S&P and Baa1 or higher by Moody’s and
(ii) Level I Status does not exist.



     “Level III Status” exists at any date if, at such date, (i) the Applicable
Indebtedness is rated BBB or higher by S&P and Baa2 or higher by Moody’s and
(ii) neither Level I Status nor Level II Status exists.



     “Level IV Status” exists at any date if, at such date, (i) the Applicable
Indebtedness is rated BBB- or higher by S&P and Baa3 or higher by Moody’s and
(ii) none of Level I Status, Level II Status or Level III Status exists.



     “Level V Status” exists at any date if, at such date, (i) the Applicable
Indebtedness is rated BB+ or higher by S&P and Ba1 or higher by Moody’s and
(ii) none of Level I Status, Level II Status, Level III or Level IV Status
exists.



     “Level VI Status” exists at any date if, at such date, no other Status
exists.



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



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



     “Status” refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date.



     The credit ratings to be utilized for purposes of this Schedule are those
assigned to senior unsecured long-term debt securities without third-party
credit enhancement, and any rating assigned to any other debt security shall be
disregarded. The rating in effect at any date is that in effect at the close
of business on such date.



 









 





SCHEDULE 1




LENDERS AND COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 
	 	 	 	 	 	 	Percentage as	 	 
	 	 	Revolving	 	of the Closing	 	Canadian
	Lender
	 	Commitment
	 	Date
	 	Commitment*

	National City Bank
	 	$	50,000,000	 	 	 	15.15	%%	 	 	 	 
	National City Bank, Canada
Branch
	 	 	 	 	 	 	 	 	 	$	10,000,000	 
	KeyBank National Association
	 	$	50,000,000	 	 	 	15.15	%	 	 	 	 
	Wachovia Bank, N.A.
	 	$	35,000,000	 	 	 	10.61	%	 	 	 	 
	Fleet National Bank
	 	$	35,000,000	 	 	 	10.61	%	 	 	 	 
	Fifth Third Bank
	 	$	25,000,000	 	 	 	7.58	%	 	 	 	 
	LaSalle Bank National
Association
	 	$	25,000,000	 	 	 	7.58	%	 	 	 	 
	Bank of Tokyo-Mitsubishi
	 	$	25,000,000	 	 	 	7.58	%	 	 	 	 
	The Bank of New York
	 	$	25,000,000	 	 	 	7.58	%	 	 	 	 
	U.S. Bank National Association
	 	$	20,000,000	 	 	 	6.06	%	 	 	 	 
	Credit Suisse First Boston
	 	$	15,000,000	 	 	 	4.55	%	 	 	 	 
	KBC Bank, N.V.
	 	$	15,000,000	 	 	 	4.55	%	 	 	 	 
	UFJ Bank Limited
	 	$	10,000,000	 	 	 	3.03	%	 	 	 	 
	Total:
	 	$	330,000,000	.00	 	 	100.00	%	 	$	10,000,000	 







     *Canadian Commitments are not effective until on and after the date on
which one or more Canadian Commitments are activated and in effect pursuant to
Section 2.02(c)(i).



 









 





SCHEDULE 2



The following is a list of subsidiaries of RPM International Inc.1 as of
November 19, 2004.




	 	 	 
	 	 	Jurisdiction of
	Name
	 	Incorporation

	First Colonial Insurance Company, Inc.
	 	Vermont
	First Continental Services Co.
	 	Vermont
	RPM Asia Pte. Ltd.
	 	Singapore
	Alumanation (M) Sdn. Bhd.
	 	Malaysia
	Espan Corporation Pte. Ltd.
	 	Singapore
	RPM China Pte. Ltd.
	 	Singapore
	Magnagro Industries Pte. Ltd.
	 	Singapore
	Dryvit Wall Systems (Suzhou) Co. Ltd.
	 	China
	RPM Consumer Holding Company
	 	Delaware
	Bondo Corporation
	 	Ohio
	DAP Products Inc.2
	 	Delaware
	DAP Holdings, LLC3
	 	Delaware
	Gloucester Co., Inc.
	 	Massachusetts
	Rust-Oleum Corporation4
	 	Illinois
	Rust-Oleum International, LLC5
	 	Delaware
	ROC Sales, Inc.
	 	Illinois
	Rust-Oleum Sales Company, Inc.6
	 	Ohio
	Rust-Oleum Service Company
	 	Delaware
	The Flecto Company, Inc.7
	 	California
	Rust-Oleum Japan Corporation
	 	Japan
	The Testor Corporation8
	 	Ohio
	Zinsser Co., Inc. 9
	 	New Jersey
	Zinsser Holdings, LLC10
	 	Delaware
	Mantrose-Haeuser Co., Inc.
	 	Massachusetts
	Modern Masters Inc.
	 	California
	Thibaut Inc.
	 	New York
	RPM Enterprises, Inc.
	 	Delaware
	RPM, Inc.11
	 	Ohio
	American Emulsions Co., Inc.
	 	Georgia
	Select Dye & Chemical, Inc.
	 	Georgia
	Bondex International, Inc.
	 	Ohio
	Chemical Specialties Manufacturing Corporation
	 	Maryland
	Day-Glo Color Corp.12
	 	Ohio
	Dryvit Holdings, Inc.
	 	Delaware
	Dryvit Systems, Inc.13
	 	Rhode Island
	Dryvit Systems USA (Europe) Sp. zo.o.
	 	Poland
	Guardian Products, Inc.
	 	Delaware
	Kop-Coat, Inc.
	 	Ohio
	Kop-Coat New Zealand Limited
	 	New Zealand
	Agpro (N.Z.) Limited
	 	New Zealand







 









 






	 	 	 
	 	 	Jurisdiction of
	Name
	 	Incorporation

	RPM Wood Finishes Group, Inc.14
	 	Nevada
	Chemical Coatings, Inc.
	 	North Carolina
	RPM of Mass., Inc.
	 	Massachusetts
	Westfield Coatings Corporation
	 	Massachusetts
	TCI, Inc.
	 	Georgia
	RPM Industrial Holding Company
	 	Delaware
	Carboline Company15
	 	Delaware
	Carboline International Corporation16
	 	Delaware
	Carboline Dubai Corporation
	 	Missouri
	StonCor Africa (Pty.) Ltd.
	 	South Africa
	Chemrite Equipment Systems
	 	 
	(Pty.) Ltd.
	 	South Africa
	StonCor Namibia (Pty.) Ltd.
	 	South Africa
	Republic Powdered Metals, Inc. 17
	 	Ohio
	StonCor Group, Inc.18
	 	Delaware
	Fibergrate Composite Structures Incorporated
	 	Delaware
	Fibergrate B.V.
	 	Netherlands
	Parklin Management Group, Inc.19
	 	New Jersey
	Stonhard Agencia en Chile
	 	Chile
	StonCor Corrosion Specialists Group Ltda.20
	 	Brazil
	Tremco Incorporated21
	 	Ohio
	The Euclid Chemical Company22
	 	Ohio
	Euclid Chemical International Sales Corp.23
	 	Ohio
	Grandcourt N.V.24
	 	Netherlands Antilles
	Redwood Transport, Inc.25
	 	Ohio
	Paramount Technical Products, Inc.
	 	South Dakota
	Tremco A.B.
	 	Sweden
	Tremco Asia Pacific Pty. Limited
	 	Australia
	PABCO Products Pty. Limited
	 	Australia
	Tremco Pty. Limited
	 	Australia
	Tremco Asia Pte. Ltd.
	 	Singapore
	Tremco Barrier Solutions, Inc.
	 	Delaware
	Tremco GmbH
	 	Germany
	Weatherproofing Technologies, Inc.26
	 	Delaware
	RSIF International Limited
	 	Ireland
	Sierra Performance Coatings, Inc.
	 	California












1 RPM International Inc. owns 100% of the outstanding voting Common
Stock of RPM Funding Corporation, a Delaware corporation. The remaining
outstanding shares of RPM Funding Corporation are held as follows: 100% of the
outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals,
Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP
Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by
The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series
E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the
outstanding Series F Preferred Stock (non-




2









 







voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



2 DAP Products Inc. owns 100% of the outstanding Series B Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by
The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series
E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the
outstanding Series F Preferred Stock (non-voting) by The Testor Corporation;
100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the Outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



DAP Products Inc. owns 90% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 10% of the outstanding shares of DAP Chile
S.A. are held by RPM Canada Company.



DAP Products Inc. owns 94% of the outstanding shares of Portazul, S.A., a
Dominican Republic corporation. The remaining 6% of the outstanding shares of
Portazul, S.A. are held by the directors of Portazul, S.A.



3 DAP Holdings, LLC owns 100% of the outstanding Common Stock of DAP
Brands Company, a Delaware corporation. RPM Canada Company owns 100% of the
outstanding Series A Preferred Stock and Series B Preferred Stock of DAP Brands
Company.



DAP Holdings, LLC owns 1.60% of the outstanding shares of RPM Holdco Corp., a
Delaware Corporation. The remaining outstanding shares of RPM Holdco Corp. are
held as follows: Carboline Company 2.93%, Day-Glo Color Corp. 7.33%, Dryvit
Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes
Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc.
12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.




3









 







RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



4 Rust-Oleum Corporation owns 100% of the outstanding Series E Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock
(non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D
Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the
outstanding Series F Preferred Stock (non-voting) by The Testor Corporation;
100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



Rust-Oleum Corporation owns 99.992% of the outstanding shares of Rust-Oleum
Argentina S.A., an Argentine corporation. The remaining .008% of the
outstanding shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum Sales
Company, Inc.



5 Rust-Oleum International, LLC owns 100% of the outstanding Common
Stock of Rust-Oleum Brands Company, a Delaware corporation. RPM Canada Company
owns 100% of the outstanding Series A Preferred Stock and Series B Preferred
Stock of Rust-Oleum Brands Company.



Rust-Oleum International, LLC owns 15% of the outstanding shares of RPM Holdco
Corp., a Delaware Corporation. The remaining outstanding shares of RPM Holdco
Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%,
Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical
Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, StonCor Group, Inc. 12.87%,
Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



6 Rust-Oleum Sales Company, Inc. owns .008% of the outstanding shares of
Rust-Oleum Argentina S.A., an Argentine corporation. The remaining 99.992% of
the outstanding shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum
Corporation.




4









 







7 The Flecto Company, Inc. owns 79% of the outstanding shares of Harry
A. Crossland Investments, Ltd., a Nevada corporation. The remaining 21% of the
outstanding shares of Harry A. Crossland Investments, Ltd. are held by RPM
Canada Company.



Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.



8 The Testor Corporation owns 100% of the outstanding Series F Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock
(non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D
Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the
outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation;
100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



9 Zinsser Co., Inc. owns 100% of the outstanding Series I Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock
(non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D
Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the
outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation;
100% of the outstanding Series F Preferred Stock (non-voting) by The Testor
Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by
Tremco Incorporated; 100% of the outstanding Series H Preferred Stock
(non-voting) by Weatherproofing Technologies, Inc.; and 100% of the outstanding
Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



10 Zinsser Holdings, LLC owns 100% of the outstanding Common Stock of
Zinsser Brands Company, a Delaware corporation. RPM Canada Company owns 100% of
the outstanding Series A Preferred Stock and Series B Preferred Stock of
Zinsser Brands Company.




5









 







Zinsser Holdings, LLC owns .27% of the outstanding shares of RPM Holdco Corp.,
a Delaware Corporation. The remaining outstanding shares of RPM Holdco Corp.
are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo
Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company
1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%,
StonCor Group, Inc. 12.87% and Tremco Incorporated 44.67%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



11 RPM, Inc. owns 88% of the outstanding shares of RPM/Lux Consult S.A.,
a Luxembourg corporation. The remaining 12% of the outstanding shares of
RPM/Lux Consult S.A. are held by Tremco Incorporated.



RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares
of Monile France S.A.R.L. are held by RPM/Belgium N.V.



12 Day-Glo Color Corp. owns 7.33% of the outstanding shares of RPM
Holdco Corp., a Delaware Corporation. The remaining outstanding shares of RPM
Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC
1.60%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood
Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group,
Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



Day-Glo Color Corp. owns .32% of the outstanding shares of Radiant Color N.V.,
a Belgian corporation. The remaining 99.68% of the outstanding shares of
Radiant Color N.V. are held by RPM Europe Holdco B.V.



Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V.,
a Belgian corporation. The remaining .01% of the outstanding shares of Martin
Mathys N.V. are held by RPM/Belgium N.V.



Radiant Color N.V. owns 85.71% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A.,
13.57% are held by RPOW France S.A.S. and .72% are held by RPM Europe Holdco
B.V.



Radiant Color N.V. owns 67.86% of the outstanding shares of Ecoloc N.V., a
Belgian corporation. The remaining 32.14% of the outstanding shares of Ecoloc
N.V. are held by Lock-Tile Belgium N.V.




6









 







Radiant Color N.V. owns 99.96% of the outstanding shares of Lock-Tile Belgium
N.V., a Belgian corporation. The remaining .04% of the outstanding shares of
Lock-Tile Belgium N.V. are held by RPM/Belgium N.V.



13 Dryvit Systems, Inc. owns 8.40% of the outstanding shares of RPM
Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM
Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC
1.60%, Day-Glo Color Corp. 7.33%, The Euclid Chemical Company 1.27%, RPM Wood
Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group,
Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



Dryvit Systems, Inc. owns 88% of the outstanding shares of Beijing Dryvit
Chemical Building Materials Co., Ltd., a Peoples Republic of China company.
The remaining outstanding shares of Beijing Dryvit Chemical Building Materials
Co., Ltd. are held by a joint venture partner.



Dryvit Systems, Inc. owns 27.03% of AWCI Insurance Company, Ltd., a Bermuda
exempt company. The remaining outstanding shares of AWCI Insurance Company,
Ltd. are held by other EIFS manufacturers.



14 RPM Wood Finishes Group, Inc. owns 5.66% of the outstanding shares of
RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of
RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings,
LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid
Chemical Company 1.27%, Rust-Oleum International, LLC 15%, StonCor Group, Inc.
12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



15 Carboline Company owns 2.93% of the outstanding shares of RPM Holdco
Corp., a Delaware Corporation. The remaining outstanding shares of RPM Holdco
Corp. are held as follows: DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%,
Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood
Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group,
Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.




7









 







16 Carboline International Corporation owns 49% of Carboline Korea Ltd.;
40% of Carboline Norge A/S; 49% of StonCor Middle East LLC; 33.33% of Japan
Carboline Company Ltd.; and 40% of CDC Carboline (India) Ltd. All outstanding
shares of these entities are held by joint venture partners. However, 5% of the
outstanding shares of Carboline Norge A/S are held by RPM Funding Corporation.



17 Republic Powdered Metals, Inc. owns 100% of the outstanding Series A
& D Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware
corporation. The remaining outstanding shares of RPM Funding Corporation are
held as follows: 100% of the outstanding voting Common Stock by RPM
International Inc.; 100% of the outstanding Series B Preferred Stock
(non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred
Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding
Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the
outstanding Series F Preferred Stock (non-voting) by The Testor Corporation;
100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



18 StonCor Group, Inc. owns 12.87% of the outstanding shares of RPM
Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM
Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC
1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid
Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum
International, LLC 15%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC
..27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.



StonCor Group, Inc. owns 95% of the outstanding shares of StonCor South Cone
S.A.. The remaining 5% of the outstanding shares of StonCor South Cone S.A. are
held by Parklin Management Group, Inc.



StonCor Group, Inc. owns 99% of the outstanding shares of Stonhard S.A., a
Luxembourg corporation. The remaining 1% of the outstanding shares of Stonhard
S.A. are held by Parklin Management Group, Inc.



StonCor Group, Inc. owns 99.25% of the outstanding shares of Grupo StonCor,
S.A. de C.V., a Mexican corporation. The remaining .75% of the outstanding
shares of Grupo StonCor, S.A. de C.V. are held by Parklin Management Group,
Inc.




8









 







Grupo StonCor, S.A. de C.V. owns 100% of the outstanding shares of Plasite,
S.A. de C.V. Mexico, a Mexican corporation and 100% of the outstanding shares
of Grupo StonCor, S.A. de C.V., a Colombian corporation.



StonCor Group, Inc. owns 99.99% of the outstanding shares of Stonhard de Mexico
S.A. de C.V., a Mexican corporation. The remaining .01% of the outstanding
shares are held by Parklin Management Group, Inc.



Stonhard de Mexico S.A. de C.V. owns 100% of the outstanding shares of Juarez
Immobiliaria, S.A., a Mexican corporation.



StonCor Group, Inc. owns .01% of the outstanding shares of StonCor Services,
Ltda., a Brazilian corporation. The remaining 99.99% of the outstanding shares
of StonCor Services, Ltda. are held by StonCor Corrosion Specialists Group
Ltda.



19 Parklin Management Group, Inc. owns .875% of the outstanding shares
of StonCor (Deutschland) GmbH, a German corporation. Of the remaining 99.125%
of the outstanding shares of StonCor (Deutshland) GmbH, 98.25% are held by RPM
Canada, a General Partnership and .875% are held by RPM Canada Company.



StonCor (Deutschland) GmbH owns 100% of the outstanding shares of Alteco
Technik GmbH, a German corporation.



Alteco Technik GmbH owns 1% of the outstanding shares of Alteco
Chemical-Produtos Quimicos SA, a Portuguese company. Of the remaining
outstanding shares of Alteco Chemical-Produtos Quimicos SA, 96% are held by
RPM/Belgium N.V. and 3% are held by three directors of Alteco Chemical-Produtos
Quimicos SA



Parklin Management Group, Inc. owns .75% of the outstanding shares of Grupo
StonCor, S.A. de C.V., a Mexican corporation. The remaining 99.25% of the
outstanding shares of Grupo StonCor, S.A. de C.V. are held by StonCor Group,
Inc.



Parklin Management Group, Inc. owns .01% of the outstanding shares of Stonhard
de Mexico S.A. de C.V., a Mexican corporation. The remaining 99.99% of the
outstanding shares of Stonhard de Mexico S.A. de C.V. are held by StonCor
Group, Inc.



Parklin Management Group, Inc. owns 1% of the outstanding shares of Stonhard
S.A., a Luxembourg corporation. The remaining 99% of the outstanding shares of
Stonhard S.A. are held by StonCor Group, Inc.



Parklin Management Group, Inc. owns 5% of the outstanding shares of StonCor
South Cone S.A. The remaining 95% of the outstanding shares of StonCor South
cone S.A. are held by StonCor Group, Inc.




9









 







20 StonCor Corrosion Specialists Group Ltda. owns 99.99% of the
outstanding shares of StonCor Services, Ltda., a Brazilian corporation. The
remaining .01% of the outstanding shares of StonCor Services, Ltda. are held by
StonCor Group, Inc.



21 Tremco Incorporated owns 100% of the outstanding Series G Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series C Preferred Stock
(non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D
Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the
outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation;
100% of the outstanding Series F Preferred Stock (non-voting) by The Testor
Corporation; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



Tremco Incorporated owns 44.67% of the outstanding shares of RPM Holdco Corp.,
a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp.
are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo
Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company
1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%,
StonCor Group, Inc. 12.87%, and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company.



RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and
Series B Preferred Stock of DAP Brands Company, a Delaware corporation. DAP
Holdings, LLC owns 100% of the outstanding Common Stock of DAP Brands Company.



RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and
Series B Preferred Stock of Rust-Oleum Brands Company, a Delaware corporation.
Rust-Oleum International, LLC owns 100% of the outstanding Common Stock of
Rust-Oleum Brands Company.



RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and
Series B Preferred Stock of Zinsser Brands Company, a Delaware corporation.
Zinsser Holdings, LLC owns 100% of the outstanding Common Stock of Zinsser
Brands Company.



RPM Canada Company owns 100% of the outstanding shares of RPM Canada Investment
Company, a Canadian unlimited liability company.




10









 







RPM Canada Company is a 75% partner in RPM Canada, a General Partnership, an
Ontario partnership. RPM Canada Investment Company is a 25% partner in RPM
Canada, a General Partnership.



RPM Canada Company owns 21% of the outstanding shares of Harry A. Crossland
Investments, Ltd., a Nevada corporation. The remaining 79% of the outstanding
shares of Harry A. Crossland Investments, Ltd. are held by The Flecto Company,
Inc.



Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of
Crossland Distributors Ltd., a Canadian corporation.



RPM Canada, a General Partnership owns 100% of the outstanding shares of Tremco
Limited, a United Kingdom corporation.



RPM Canada, a General Partnership owns 100% of the outstanding shares of Euclid
Admixture Canada Inc., a Canadian corporation.



Tremco Limited owns 100% of the outstanding shares of OY Tremco Ltd., a Finnish
corporation and 100% of the outstanding shares of Tretol Group Limited, a
United Kingdom corporation.



Tretol Group Limited owns 100% of the outstanding shares of Tretol Limited and
Tretolbond Limited.



RPM Canada Company owns 10% of the outstanding shares of DAP Chile S.A., a
Chilean corporation. The remaining 90% of the outstanding shares of DAP Chile
S.A. are held by DAP Products Inc.



RPM Canada Company owns 79% of the outstanding shares of RPM Europe Holdco
B.V., a Netherlands corporation. The remaining 21% of the outstanding shares
of RPM Europe Holco B.V. are held by RPM Canada, a General Partnership.



RPM Europe Holdco B.V. owns 100% of the outstanding shares of Rust-Oleum
Netherlands B.V., StonCor Benelux B.V., and Tremco B.V., all Netherlands
corporations, and RPOW U.K. Limited, a United Kingdom corporation.



RPM Europe Holdco B.V. owns 96.04% of the outstanding shares of RPM/Belgium
N.V., a Belgian corporation. The remaining 3.96% of the outstanding shares of
RPM/Belgium N.V. are held by Tremco Incorporated.



RPM Europe Holdco B.V. owns 100% of the outstanding shares of Compact
Technology GmbH, a German corporation.



RPM Europe Holdco B.V. owns 99.68% of the outstanding shares of Radiant Color
N.V., a Belgian corporation. The remaining .32% of the outstanding shares of
Radiant Color N.V. are held by Day-Glo Color Corp.




11









 







Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V.,
a Belgian corporation. The remaining .01% of the outstanding shares of Martin
Mathys N.V. are held by RPM/Belgium N.V.



Radiant Color N.V. owns 85.71% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A.,
13.57% are held by RPOW France S.A.S. and .72% are held by RPM Europe Holdco
B.V.



Radiant Color N.V. owns 67.86% of the outstanding shares of Ecoloc N.V., a
Belgian corporation. The remaining 32.14% of the outstanding shares of Ecoloc
N.V. are held by Lock-Tile Belgium N.V.



Radiant Color N.V. owns 99.96% of the outstanding shares of Lock-Tile Belgium
N.V., a Belgian corporation. The remaining .04% of the outstanding shares of
Lock-Tile Belgium N.V. are held by RPM/Belgium N.V.



RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining .2% of the outstanding shares of
Monile France S.A.R.L. are held by RPM/Lux Consult S.A.



RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical-Produtos
Quimicos SA, a Portuguese corporation. Of the remaining outstanding shares of
Alteco Chemical-Produtos Quimicos SA, 1% are held by Alteco Technik GmbH and 3%
are held by three directors of Alteco Chemical-Produtos Quimicos SA



RPM Europe Holdco B.V. owns 99% of the outstanding shares of Zinsser Europe
N.V., a Belgian corporation. The remaining 1% of the outstanding shares of
Zinsser Europe N.V. are held by RPM/Belgium N.V.



RPM Europe Holdco B.V. owns 99.99% of the outstanding shares of RPOW France
S.A.S., a French corporation. The remaining .01% of the outstanding shares of
RPOW France S.A.S. are held by the directors of RPOW France S.A.S.



RPM Europe Holdco B.V. owns .72% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A.,
85.71% are held by Radiant Color N.V. and 13.57% are held by RPOW France S.A.S.



RPM Europe Holdco B.V. owns 99.04% of the outstanding shares of RPM Europe
S.A., a Belgian corporation. The remaining .96% of the outstanding shares of
RPM Europe S.A. are held by RPM/Lux Consult S.A.



RPOW France S.A.S. owns 13.57% of the outstanding shares of APSA S.p.A., an
Italian corporation. Of the remaining outstanding shares of APSA S.p.A.,
85.71% are held by Radiant Color N.V. and .72% are held by RPM Europe Holdco
B.V.




12









 







RPOW France S.A.S. owns 99.95% of the outstanding shares of Corroline France
S.A.S., a French corporation. The remaining .05% of the outstanding shares of
Corroline France S.A.S. are held by the directors of Corroline France S.A.S.



RPOW France S.A.S. owns 99.99% of the outstanding shares of Rust-Oleum France
S.A.S., a French corporation. The remaining .01% of the outstanding shares of
Rust-Oleum France S.A.S. are held by the directors of Rust-Oleum France S.A.S.



RPOW France S.A.S. owns 70% of the outstanding shares of Rust-Oleum Mathys
Italia S.r.l., an Italian corporation. The remaining 30% of the outstanding
shares of Rust-Oleum Mathys Italia S.r.l. are held by a joint venture partner.



RPOW France S.A.S. owns 99.99% of the outstanding shares of Stonhard S.A.S., a
French corporation. The remaining .01% of the outstanding shares are held by
Rust-Oleum France S.A.S.



RPOW U.K. Limited owns 100% of the outstanding shares of each of the following
United Kingdom corporations: Bondo U.K. Limited, Chemspec Europe Limited,
Dryvit U.K. Limited, Fibergrate Composite Structures Limited, Mantrose U.K.
Limited, RPM Holdings UK Limited, Rust-Oleum U.K. Limited and Stonhard U.K.
Limited, as well as Stonhard (Ireland) Limited, an Irish corporation.



Mantrose U.K. Limited owns 100% of the outstanding shares of each of Agricoat
Industries Limited and Wm. Zinsser Limited, both United Kingdom corporations.



RPM Holdings UK Limited owns 100% of the outstanding shares of Dore Holdings
Limited, a United Kingdom corporation.



Dore Holdings Limited owns 100% of the outstanding shares of each of Amtred
Limited and Nullifire Limited, both United Kingdom corporations.



RPM Canada, a General Partnership, owns 98.25% of the outstanding shares of
StonCor (Deutschland) GmbH, a German corporation. The remaining 1.75% of the
outstanding shares of StonCor (Deutschland) GmbH are split equally between RPM
Canada Company and Parklin Management Group, Inc.



StonCor (Deutschland) GmbH owns 100% of the outstanding shares of Alteco
Technik GmbH, a German corporation.



Alteco Technik GmbH owns 1% of the outstanding shares of Alteco
Chemical-Produtos Quimicos SA, a Portuguese company. Of the remaining
outstanding shares of Alteco Chemical-Produtos Quimicos SA, 96% are held by
RPM/Belgium N.V. and 3% are held by three directors of Alteco Chemical-Produtos
Quimicos SA



Tremco Incorporated owns 3.96% of the outstanding shares of RPM/Belgium N.V., a
Belgian corporation. The remaining 96.04% of the outstanding shares of
RPM/Belgium N.V. are held by RPM Europe Holdco B.V.




13









 







RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining .2% of the outstanding shares of
Monile France S.A.R.L. are held by RPM/Lux Consult S.A.



RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical-Produtos
Quimicos SA, a Portuguese corporation. Of the remaining outstanding shares of
Alteco Chemical-Produtos Quimicos SA, 1% are held by Alteco Technik GmbH and 3%
are held by three directors of Alteco Chemical-Produtos Quimicos SA



RPM/Belgium N.V. owns .01% of the outstanding shares of Martin Mathys N.V., a
Belgian corporation. The remaining 99.99% of the outstanding shares of Martin
Mathys N.V. are held by Radiant Color N.V.



RPM/Belgium N.V. owns 1% of the outstanding shares of Zinsser Europe N.V., a
Belgian corporation. The remaining 99% of the outstanding shares of Zinsser
Europe N.V. are held by RPM Europe Holdco B.V.



RPM/Belgium N.V. owns .04% of the outstanding shares of Lock-Tile Belgium N.V.,
a Belgian corporation. The remaining 99.96% of the outstanding shares of
Lock-Tile Belgium N.V. are held by Radiant Color N.V.



Lock-Tile Belgium N.V. owns 32.14% of Ecoloc N.V. The remaining 67.86% of the
outstanding shares of Ecoloc N.V. are held by Radiant Color N.V.



Tremco Incorporated owns .0025% of the outstanding shares of Toxement S.A., a
Colombian corporation. Of the remaining outstanding shares of Toxement S.A.,
Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns 49% and Euclid
Chemical International Sales Corp, Redwood Transport, Inc. and Weatherproofing
Technologies, Inc. each own .0025%.



Tremco Incorporated owns 50% of the outstanding shares of Sime Tremco Sdn.
Bhd., a Malaysian corporation. The remaining outstanding shares of Sime Tremco
Sdn. Bhd. are held by a joint venture partner.



Sime Tremco Sdn. Bhd. Owns 100% of the outstanding shares of each of Sime
Tremco (Malaysia) Sdn. Bhd. and Sime Tremco Specialty Chemicals Sdn, Bhd., both
Malaysian corporations.



Tremco Incorporated owns 99.999% of the outstanding shares of Tremco Far East
Limited, a Hong Kong corporation. The remaining .001% of the outstanding
shares of Tremco Far East Limited are held by a director of Tremco Far East
Limited.



Tremco Far East Limited owns 100% of the outstanding shares of Tremco
(Malaysia) Sdn. Bhd., a Malaysian corporation and 100% of the outstanding
shares of Shanghai Tremco International Trading Co., Ltd., a Chinese
corporation.




14









 







Tremco Incorporated owns 12% of the outstanding shares of RPM/Lux Consult S.A.,
a Luxembourg corporation. The remaining 88% of the outstanding shares of
RPM/Lux Consult S.A. are held by RPM, Inc.



RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France
S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares
of Monile France S.A.R.L. are held by RPM/Belgium N.V.



RPM/Lux Consult S.A. owns .96% of the outstanding shares of RPM Europe S.A., a
Belgian corporation. The remaining 99.04% of the outstanding shares of RPM
Europe S.A. are held by RPM Europe Holdco B.V.



22 The Euclid Chemical Company owns 60% interest in Euco Densit LLC, an
Ohio limited liability company. The remaining 40% interest in Euco Densit LLC
is held by a joint venture partner.



The Euclid Chemical Company owns 100% of the outstanding Series C Preferred
Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The
remaining outstanding shares of RPM Funding Corporation are held as follows:
100% of the outstanding voting Common Stock by RPM International Inc.; 100% of
the outstanding Series A Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by
DAP Products Inc.; 100% of the outstanding Series D Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series
E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the
outstanding Series F Preferred Stock (non-voting) by The Testor Corporation;
100% of the outstanding Series G Preferred Stock (non-voting) by Tremco
Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by
Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred
Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J
Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.



The Euclid Chemical Company owns 1.27% of the outstanding shares of RPM Holdco
Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco
Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%,
Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, RPM Wood Finishes Group,
Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%,
Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%.



RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a
Canadian unlimited liability company. Subsidiaries of RPM Canada Company are
listed under Tremco Incorporated footnote.




15









 







The Euclid Chemical Company owns 99.997% of the outstanding shares of Eucomex
S.A. de C.V., a Mexican corporation. The remaining .003% of the outstanding
shares of Eucomex S.A. de C.V. are held by Redwood Transport, Inc.



The Euclid Chemical Company owns 49% of the outstanding shares of Toxement
S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement
S.A., Grandcourt N.V. owns 50.99% and Euclid Chemical International Sales
Corp., Redwood Transport, Inc., Tremco Incorporated and Weatherproofing
Technologies, Inc. each own .0025%.



23 Euclid Chemical International Sales Corp. owns .0025% of the
outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining
outstanding shares of Toxement S.A., Grandcourt N.V. owns 50.99%, The Euclid
Chemical Company owns 49% and Redwood Transport, Inc., Tremco Incorporated and
Weatherproofing Technologies, Inc. each own .0025%.



24 Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement
S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement
S.A., The Euclid Chemical Company owns 49% and Euclid Chemical International
Sales Corp., Redwood Transport, Inc., Tremco Incorporated and Weatherproofing
Technologies, Inc. each own .0025%.



25 Redwood Transport, Inc. owns .003% of the outstanding shares of
Eucomex S.A. de C.V., a Mexican corporation. The remaining 99.997% of the
outstanding shares of Eucomex S.A. de C.V. are held by The Euclid Chemical
Company.



Redwood Transport, Inc. owns .0025% of the outstanding shares of Toxement S.A.,
a Colombian corporation. Of the remaining outstanding shares of Toxement S.A.,
Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns 49% and Euclid
Chemical International Sales Corp., Tremco Incorporated and Weatherproofing
Technologies, Inc. each own .0025%.



26 Weatherproofing Technologies, Inc. owns 100% of the outstanding
Series H Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware
corporation. The remaining outstanding shares of RPM Funding Corporation are
held as follows: 100% of the outstanding voting Common Stock by RPM
International Inc.; 100% of the outstanding Series A Preferred Stock
(non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series
B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding
Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of
the outstanding Series D Preferred Stock (non-voting) by Republic Powdered
Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by
Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock
(non-voting) by The Testor Corporation; 100% of the outstanding Series G
Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding
Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the
outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions,
Inc.



RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge
A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline
Norge A/S, Carboline International Corporation owns 40% and 55% are held by a
joint venture partner.




16









 







Weatherproofing Technologies, Inc. owns .0025% of the outstanding shares of
Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of
Toxement S.A., Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns
49% and Euclid Chemical International Sales Corp., Redwood Transport, Inc. and
Tremco Incorporated each own .0025%.




17









 








SCHEDULE 3



(Existing Letters of Credit)




	 	 	 	 	 
	 	 	Letter of Credit	 	 
	Issuer
	 	Number
	 	Expiration Date

	National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

National City Bank

	 	4426

SCL006336

SCL008757

SCL010100

SCL005839

SCL009594

SCL009582

4563

SCL4288

ICS0067712

ICS0067755

ICS061950

ISC063113
	 	06/01/2005

04/01/2005

04/01/2005

05/27/2005

08/31/2008

01/22/2005

12/30/2004

03/30/2005

09/01/2005

02/02/2005

03/02/2005

01/31/2005

05/31/2005







 









 






EXHIBIT A-1




REVOLVING NOTE




	 	 	 
	$                        

	 	Cleveland, Ohio
	

	 	                   , 200     







     FOR VALUE RECEIVED, the undersigned [                                      ] (herein, together
with its successors and assigns, the “Borrower”), hereby promises to pay to the
order of [                                                ] (the “Lender”), in lawful money of the
United States of America or in the applicable Designated Foreign Currency (such
term and certain other terms used herein without definition shall have the
meanings ascribed thereto in the Credit Agreement referred to below) and in
immediately available funds, at the Principal Office of the Administrative
Agent, the principal sum of                                                           ($            ) or, if
less, the then unpaid principal amount of all Revolving Loans made by the
Lender to the Borrower pursuant to the Credit Agreement, on the Commitment
Termination Date.



     The Borrower also promises to pay interest in like currency and funds at
the Principal Office on the unpaid principal amount of each Revolving Loan made
by the Lender from the date of such Revolving Loan until paid at the rates and
at the times provided in section 4.02 of the Credit Agreement.



     This Revolving Note is one of the Notes referred to in the Credit
Agreement, dated as of November 19, 2004, among [the Borrower,] [RPM
International Inc.,] the Foreign Subsidiary Borrowers from time to time party
thereto, the lenders from time to time party thereto (including the Lender),
each LC Issuer, the Swing Line Lender and the Administrative Agent (as may be
amended, restated or otherwise modified from time to time, the “Credit
Agreement”), and is entitled to the benefits thereof and of the other Loan
Documents. As provided in the Credit Agreement, this Revolving Note is subject
to mandatory repayment prior to the Commitment Termination Date, in whole or in
part.



     In case an Event of Default shall occur and be continuing, the principal
of and accrued interest on this Revolving Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.



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



     This Revolving Note shall be construed in accordance with and be governed
by the laws of the State of Ohio, without regard to principles of conflict of
law.



 









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
REVOLVING NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.



     IN WITNESS WHEREOF, the Borrower has executed this Revolving Note as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	[                                                  ]
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








 









 






EXHIBIT A-2




SWING LINE NOTE




	 	 	 
	$20,000,000

	 	Cleveland, Ohio
	

	 	                   , 200     







     FOR VALUE RECEIVED, the undersigned RPM INTERNATIONAL INC., a Delaware
corporation (herein, together with its successors and assigns, the “Borrower”),
hereby promises to pay to the order of NATIONAL CITY BANK (the “Lender”), in
lawful money of the United States of America and in immediately available
funds, at the Principal Office (such term and certain other terms used herein
without definition shall have the meanings ascribed thereto in the Credit
Agreement referred to below) of the Lender, the principal sum of TWENTY MILLION
AND NO/100 DOLLARS ($20,000,000) or, if less, the then unpaid principal amount
of all Swing Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, on the Swing Loan Maturity Date applicable to each such Swing Loan.



     The Borrower promises also to pay interest in like currency and funds at
the Principal Office on the unpaid principal amount of each Swing Loan made by
the Lender from the date of such Swing Loan until paid at the rates and at the
times provided in section 4.02 of the Credit Agreement.



     This Swing Line Note is one of the Notes referred to in the Credit
Agreement, dated as of November 19, 2004, among the Borrower, the Foreign
Subsidiary Borrowers from time to time party thereto, the lenders from time to
time party thereto (including the Lender), each LC Issuer, the Swing Line
Lender and the Administrative Agent (as may be amended, restated or otherwise
modified from time to time, the “Credit Agreement”), and is entitled to the
benefits thereof and of the other Loan Documents. As provided in the Credit
Agreement, this Swing Line Note is subject to mandatory repayment prior to the
Swing Loan Maturity Date applicable to each Swing Loan, in whole or in part.



     In case an Event of Default shall occur and be continuing, the principal
of and accrued interest on this Swing Line Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Swing Line Note. No failure to exercise, or delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of any such rights.



     This Swing Line Note shall be construed in accordance with and be governed
by the laws of the State of Ohio, without regard to principles of conflict of
law.



 









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SWING
LINE NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.



     IN WITNESS WHEREOF, the Borrower has executed this Swing Line Note as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








 









 






EXHIBIT A-3




CANADIAN BASE RATE NOTE




	 	 	 
	C$                        

	 	Cleveland, Ohio
	

	 	                        , 200     







     FOR VALUE RECEIVED, the undersigned [                   ], a [Canadian                    ]
(herein, together with its successors and assigns, the “Borrower”), hereby
promises to pay to the order of [                        ] (the “Lender”), in lawful
money of Canada and in immediately available funds, at the [Canadian Payment
Office] (such term and certain other terms used herein without definition shall
have the meanings ascribed thereto in the Credit Agreement referred to below)
of NATIONAL CITY BANK, CANADA BRANCH, the principal sum of                         
(C$                   ) or, if less, the then unpaid principal amount of all Canadian Base
Rate Loans made by the Lender to the Borrower pursuant to the Credit Agreement,
on the Commitment Termination Date.



     The Borrower promises also to pay interest in like currency and funds at
the Canadian Payment Office on the unpaid principal amount of each Canadian
Base Rate Loan made by the Lender from the date of such Canadian Base Rate Loan
until paid at the rates and at the times provided in section 4.02 of the Credit
Agreement.



     This Canadian Base Rate Note is one of the Notes referred to in the Credit
Agreement, dated as of November 19, 2004, among the Borrower, RPM International
Inc., the Foreign Subsidiary Borrowers from time to time party thereto, the
lenders from time to time party thereto (including the Lender), National City
Bank, as the Administrative Agent, the LC Issuer and the Swing Line Lender (as
may be amended, restated or otherwise modified from time to time, the “Credit
Agreement”), and is entitled to the benefits thereof and of the other Loan
Documents. As provided in the Credit Agreement, this Canadian Base Rate Note
is subject to mandatory repayment prior to the Commitment Termination Date, in
whole or in part.



     In case an Event of Default shall occur and be continuing, the principal
of and accrued interest on this Canadian Base Rate Note may be declared to be
due and payable in the manner and with the effect provided in the Credit
Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Canadian Base Rate Note. No failure to exercise,
or delay in exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of any such rights.



     This Canadian Base Rate Note shall be construed in accordance with and be
governed by the laws of the State of Ohio, without regard to principles of
conflict of law.



 









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
CANADIAN BASE RATE NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.



     IN WITNESS WHEREOF, the Borrower has executed this Canadian Base Rate Note
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	[                                                  ]
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








 









 






EXHIBIT A-4




BA EQUIVALENT NOTE




	 	 	 
	C$                        

	 	Cleveland, Ohio
	

	 	                   , 200     







     FOR VALUE RECEIVED, the undersigned [                        ], a [Canadian
                   ] (herein, together with its successors and assigns, the “Borrower”),
hereby promises to pay to the order of [                                      ] (the “Lender”), in
lawful money of Canada and in immediately available funds, at the Canadian
Payment Office (such term and certain other terms used herein without
definition shall have the meanings ascribed thereto in the Credit Agreement
referred to below) of NATIONAL CITY BANK, CANADA BRANCH, the principal sum of
                                                          (C$                   ) or, if less, the then unpaid
principal amount of all BA Equivalent Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, on the Commitment Termination Date.



     The Borrower promises also to pay interest in like currency and funds at
the Canadian Payment Office on the unpaid principal amount of each BA
Equivalent Loan made by the Lender from the date of such BA Equivalent Loan
until paid at the rates and at the times provided in section 4.02 of the Credit
Agreement.



     This BA Equivalent Note is one of the Notes referred to in the Credit
Agreement, dated as of November 19, 2004, among the Borrower, RPM International
Inc., the Foreign Subsidiary Borrowers from time to time party thereto, the
lenders from time to time party thereto (including the Lender), National City
Bank, as the Administrative Agent, the LC Issuer and the Swing Line Lender (as
may be amended, restated or otherwise modified from time to time, the “Credit
Agreement”), and is entitled to the benefits thereof and of the other Loan
Documents. As provided in the Credit Agreement, this BA Equivalent Note is
subject to mandatory repayment prior to the Commitment Termination Date, in
whole or in part.



     In case an Event of Default shall occur and be continuing, the principal
of and accrued interest on this BA Equivalent Note may be declared to be due
and payable in the manner and with the effect provided in the Credit Agreement.



     The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this BA Equivalent Note. No failure to exercise, or
delay in exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of any such rights.



     This BA Equivalent Note shall be construed in accordance with and be
governed by the laws of the State of Ohio, without regard to principles of
conflict of law.



 









 





     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS BA
EQUIVALENT NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.



     IN WITNESS WHEREOF, the Borrower has executed this BA Equivalent Note as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	[                                                  ]
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title: