EXECUTION VERSION 







CREDIT AGREEMENT 



Dated as of April 30,
2004 



among 



THE MARCUS CORPORATION, 



U.S. BANK NATIONAL
ASSOCIATION 
as Administrative
Agent, 



BANK OF AMERICA, N.A., 
BANK ONE, NA, and

LASALLE BANK NATIONAL
ASSOCIATION 
As Co-Documentation Agents 



and 



THE OTHER FINANCIAL
INSTITUTIONS PARTY HERETO 















TABLE OF CONTENTS 




			Page
	ARTICLE I	DEFINITIONS	1 
	         1.1.	Certain Defined Terms	1 
	         1.2.	Other Interpretive Provisions	12 
	         1.3.	Accounting Principles	13 
	
ARTICLE II	THE CREDITS	13 
	         2.1.	Amounts and Terms of Commitments	13 
	         2.2.	Swingline Loans	13 
	         2.3.	Loan Accounts	14 
	         2.4.	Procedure for Borrowing	14 
	         2.5.	Conversion and Continuation Elections	15 
	         2.6.	Changes in Aggregate Commitments	16 
	         2.7.	Optional Prepayments	17 
	         2.8.	Repayment	18 
	         2.9.	Interest	18 
	         2.10.	Fees	18 
	         2.11.	Computation of Fees and Interest	19 
	         2.12.	Payments by the Company	19 
	         2.13.	Payments by the Banks to the Agent	19 
	         2.14.	Sharing of Payments, Etc	20 
	
ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	21 
	         3.1.	Taxes	21 
	         3.2.	Illegality	22 
	         3.3.	Increased Costs and Reduction of Return	22 
	         3.4.	Funding Losses	23 
	         3.5.	Inability to Determine Rates	23 
	         3.6.	Certificates of Banks	24 
	         3.7.	Substitution of Banks	24 
	         3.8.	Survival	24 
	
ARTICLE IV	CONDITIONS PRECEDENT	24 
	         4.1.	Conditions of Initial Loans	24 
	         4.2.	Conditions to All Borrowings	25 
	
ARTICLE V	REPRESENTATIONS AND WARRANTIES	25 
	         5.1.	Corporate Existence and Power	26 
	         5.2.	Corporate Authorization; No Contravention	26 
	         5.3.	Governmental Authorization	26 
	         5.4.	Binding Effect	26 
	         5.5.	Litigation	27 
	         5.6.	No Default	27 
	         5.7.	ERISA Compliance	27 






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	         5.8.	Use of Proceeds; Margin Regulations	28 
	         5.9.	Title to Properties	28 
	         5.10.	Taxes	28 
	         5.11.	Financial Condition	28 
	         5.12.	Environmental Matters	28 
	         5.13.	Regulated Entities	29 
	         5.14.	No Burdensome Restrictions	29 
	         5.15.	Copyrights, Patents, Trademarks and Licenses, Etc.	29 
	         5.16.	Subsidiaries	29 
	         5.17.	Insurance	29 
	         5.18.	Full Disclosure	29 
	         5.19.	Subsidiary Indebtedness	30 
	
ARTICLE VI	AFFIRMATIVE COVENANTS	30 
	         6.1.	Financial Statements	30 
	         6.2.	Certificates; Other Information	30 
	         6.3.	Notices	31 
	         6.4.	Preservation of Corporate Existence, Etc	31 
	         6.5.	Maintenance of Property	32 
	         6.6.	Insurance	32 
	         6.7.	Payment of Obligations	32 
	         6.8.	Compliance with Laws	32 
	         6.9.	Employee Benefit Plans	33 
	         6.10.	Accounting; Inspection of Property and Books and Records	33 
	         6.11.	Environmental Laws	33 
	         6.12.	Use of Proceeds	33 
	         6.13.	Contingent Obligations	33 
	
ARTICLE VII	NEGATIVE COVENANTS	33 
	         7.1.	Limitation on Liens	34 
	         7.2.	Disposition of Assets	34 
	         7.3.	Merger; Purchase of Assets; Acquisitions; Etc.	35 
	         7.4.	Loans and Investments	35 
	         7.5.	Limitation on Subsidiary Indebtedness	36 
	         7.6.	Transactions with Affiliates	36 
	         7.7.	Use of Proceeds	36 
	         7.8.	Restricted Payments	36 
	         7.9.	Change in Business	36 
	         7.10.	Accounting Changes	36 
	         7.11.	Funded Debt Ratio	36 
	         7.12.	Fixed Charge Coverage Ratio	36 
	         7.13.	Subsidiary Dividends	37 
	
ARTICLE VIII	EVENTS OF DEFAULT	37 
	         8.1.	Event of Default	37 
	         8.2.	Remedies	39 
	         8.3.	Rights Not Exclusive	39 






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	ARTICLE IX	THE AGENT	39 
	         9.1.	Appointment and Authorization	39 
	         9.2.	Delegation of Duties	40 
	         9.3.	Liability of Agent	40 
	         9.4.	Reliance by Agent	40 
	         9.5.	Notice of Default	40 
	         9.6.	Credit Decision	41 
	         9.7.	Indemnification	41 
	         9.8.	Agent in Individual Capacity	42 
	         9.9.	Successor Agent	42 
	         9.10.	Withholding Tax	42 
	         9.11.	Co-Documentation Agents	43 
	
ARTICLE X	MISCELLANEOUS	43 
	         10.1.	Amendments and Waivers	43 
	         10.2.	Notices 	44 
	         10.3.	No Waiver; Cumulative Remedies	45 
	         10.4.	Costs and Expenses	45 
	         10.5.	Indemnity	45 
	         10.6.	Payments Set Aside	46 
	         10.7.	Successors and Assigns	46 
	         10.8.	Assignments, Participations, Etc	46 
	         10.9.	Confidentiality	47 
	         10.10.	Set-off 	48 
	         10.11.	Automatic Debits of Fees	48 
	         10.12.	Notification of Addresses, Lending Offices, Etc.	49 
	         10.13.	Counterparts	49 
	         10.14.	Severability	49 
	         10.15.	No Third Parties Benefited	49 
	         10.16.	Governing Law and Jurisdiction	49 
	         10.17.	Waiver of Jury Trial	49 
	         10.18.	Entire Agreement	50 





	SCHEDULES	 
	Schedule 1.1	Pricing Schedule
	Schedule 2.1	Commitments and Pro Rata Shares
	Schedule 5.16	Subsidiaries of The Marcus Corporation as of February 18, 2004
	Schedule 7.1	Liens on Existing Property
	Schedule 7.4	Loans and Investments
	
EXHIBITS
	Exhibit 2.4	Notice of Borrowing
	Exhibit 2.5	Notice of Conversion/Continuation
	Exhibit 2.6(b)	Commitment Increase Request
	Exhibit 6.2(a)	The Marcus Corporation Compliance Certificate
	Exhibit 10.8(i)	Notice of Assignment and Acceptance
	Exhibit 10.8(ii)	Form of Assignment and Acceptance Agreement







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CREDIT AGREEMENT 



        This
CREDIT AGREEMENT is entered into as of April 30, 2004, among THE MARCUS CORPORATION, a
Wisconsin corporation (the “Company”), the several financial institutions
from time to time party to this Agreement (collectively, the “Banks”;
individually, a “Bank”), and U.S. Bank National Association, a national
banking association, as administrative agent for the Banks (in such capacity, the
“Agent”), and Bank of America, N.A., Bank One, NA, and LaSalle Bank National
Association, all national banking associations, as Co-Documentation Agents (in such
capacity, each a “Co-Documentation Agent”). 



        WHEREAS,
the Banks have agreed to make available to the Company a revolving credit facility upon
the terms and conditions set forth in this Agreement; 



        NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties agree as follows: 



ARTICLE I 
DEFINITIONS  



        1.1.    Certain
Defined Terms. The following terms have the following meanings:  





        “Acquisition”
means any transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests or equity of any Person,
or otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Company or the Subsidiary is the surviving entity. 



        “Adjusted
Consolidated Cash Flow” means, for any period, the Consolidated Net Income of the
Company and its Subsidiaries plus (a) depreciation and amortization for such period,
(b) all current and deferred taxes on income, provision for taxes on income,
provision for taxes on unremitted foreign earnings which are included in consolidated
gross revenues and current additions to reserves, and (c) Interest and Rental Expense
for the Company and its Subsidiaries on a consolidated basis. 



        “Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person. A Person shall be deemed
to control another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, by contract, or otherwise. 



        “Agent”
means U.S. Bank National Association in its capacity as administrative agent for the Banks
hereunder, and any successor administrative agent arising under Section 9.9. 














        “Agent-Related
Persons” means U.S. Bank National Association and any successor administrative
agent arising under Section 9.9, together with their respective Affiliates,
and the officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates. 



        “Agent’s
Payment Office” means the address for payments set forth on the signature page
hereto in relation to the Agent, or such other address as the Agent may from time to time
specify. 






        “Agreement” means
this Credit Agreement. 





        “Applicable
Margin” means, at any time, with respect to Offshore Rate Loans and Base Rate
Loans, the rate per annum determined in accordance with Schedule 1.1. 



        “Assignee”
has the meaning specified in subsection 10.8(a). 



        “Attorney
Costs” means and includes all fees and disbursements of any law firm or other
external counsel, the allocated cost of internal legal services and all disbursements of
internal counsel. 



        “Bank”
has the meaning specified in the introductory clause hereto. 



        “Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101,
et seq.) 



        “Base
Rate” means, for any day, the higher of: (a) 0.50% per annum above the
latest Federal Funds Rate; and (b) the prime rate of interest in effect for such day
as publicly announced from time to time by the Agent. The prime rate may not be the lowest
interest rate charged by the Agent. 



        “Base
Rate Loan” means a Loan that bears interest based on the Base Rate. 



        “Borrowing”
means a borrowing hereunder consisting of Loans of the same Type made to the Company on
the same day by the Banks under Article II, and, in the case of Offshore Rate Loans,
having the same Interest Period. 



        “Borrowing
Date” means any date on which a Borrowing occurs under Section 2.4. 



        “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in Chicago or Milwaukee are authorized or required by law to close and, if the
applicable Business Day relates to any Offshore Rate Loan, means such a day on which
dealings are carried on in the applicable offshore dollar interbank market. 



        “Capital
Adequacy Regulation” means any guideline, request or directive of any central
bank or other Governmental Authority, or any other law, rule or regulation, whether or not
having the force of law, in each case, regarding capital adequacy of any bank or of any
corporation controlling a bank. 




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        “Capital
Lease” means, as to any Person, any lease which, in accordance with GAAP
consistently applied, is or should be capitalized on the books of such Person. 



        “Cash
Equivalents” means, as to any Person, (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than three months from the date of acquisition,
(b) time deposits and certificates of deposit of any commercial bank with a long-term
unsecured debt rating of at least A or its equivalent from Standard & Poor’s
Ratings Group or at least A-2 or its equivalent from Moody’s Investors Service, Inc.,
with maturities of not more than three months from the date of acquisition by such Person,
(c) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clause (a) above entered into with any bank
meeting the qualifications specified in clause (b) above, (d) commercial paper
issued by any Person incorporated in the United States, which commercial paper is rated at
least A-l or the equivalent thereof by Standard & Poor’s Corporation or at least
P-l or the equivalent thereof by Moody’s Investors Service, Inc., and in each case
maturing not more than three months after the date of acquisition by such Person and (e)
investments in money market funds, substantially all the assets of which are comprised of
securities of the types described in clauses (a) through (d) above. 



        “Change
of Control” means any event, or combination of events, the result of which is
that Stephen H. Marcus, Diane Marcus Gershowitz and their respective heirs,
collectively, no longer beneficially own (within the meaning of Rule 13d-3 of the SEC
under the Exchange Act) 51% or more of the voting rights with respect to outstanding
shares of the Company. 



        “Closing
Date” means the date on which all conditions precedent set forth in
Section 4.1 are satisfied or waived by all Banks (or, in the case of
subsection 4.1(e), waived by the Person entitled to receive such payment). 



        “Code”
means the Internal Revenue Code of 1986, and regulations promulgated thereunder. 



        “Commitment”,
as to each Bank, has the meaning specified in Section 2.1. As of the date of
this Agreement, the amount of the combined Commitments of all Banks is $125,000,000. 



        “Compliance
Certificate” means a certificate substantially in the form of Exhibit
6.2(a). 



        “Consolidated
Net Income” means, for any period, the consolidated gross revenues of the Company
and its Subsidiaries, less all operating and nonoperating expenses of the Company and its
Subsidiaries, including all charges of a proper character (including current and deferred
taxes on income, provision for taxes on income, provisions for taxes on unremitted foreign
earnings which are included in consolidated gross revenues, and current additions to
reserves), all determined in accordance with GAAP consistently applied, but not including
in the computation thereof the amounts (including related expenses and any tax effect
related thereto) resulting from (i) any gains or losses resulting from the sale,
conversion or other disposition of capital assets (i.e., assets other than current
assets), (ii) any gains or losses resulting from the reevaluation of assets,
(iii) any gains or losses resulting from an acquisition by the Company or any of its
Subsidiaries at a discount of any debt of the Company or any of its Subsidiaries,
(iv) any equity of the Company or any of its Subsidiaries in the unremitted earnings
of any Person which is not a Subsidiary, (v) any earnings of any Person acquired by
the Company or any of its Subsidiaries through purchase, merger or consolidation or
otherwise for any time prior to the date of acquisition, (vi) any deferred credit
representing the excess of equity in any Subsidiary of the Company at the date of
acquisition over the cost of the investment in such Subsidiary, (vii) any restoration
to income of any reserve, except to the extent that provision for such reserve was made
out of income accrued during such period, (viii) any net gain from the collection of
life insurance policies, or (ix) any gain resulting from any other nonrecurring item. 




-3- 









        “Contingent
Obligation” means any agreement, undertaking or arrangement by which any Person
guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds
to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss)
the indebtedness, obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the shares of any other Person. The amount of any
Person’s obligation under any Contingent Obligation shall (subject to any limitation
set forth therein) be deemed to be the outstanding principal amount (or maximum principal
amount, if larger) of the debt, obligation or other liability guaranteed thereby. 



        “Contractual
Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or
other instrument, document or agreement to which such Person is a party or by which it or
any of its property is bound. 



        “Controlled
Group” means all members of a controlled group of corporations and all members of
a controlled group of 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 or Section 4001 of ERISA. 



        “Conversion/Continuation
Date” means any date on which, under Section 2.5, the Company
(a) converts Loans of one Type to another Type, or (b) continues as Loans of the
same Type, but with a new Interest Period, Loans having Interest Periods expiring on such
date. 



        “Default”
means any event or circumstance which, with the giving of notice, the lapse of time, or
both, would (if not cured or otherwise remedied during such time) constitute an Event of
Default. 



        “Dollars”,
“dollars” and “$” each mean lawful money of the United
States. 



        “Eligible
Assignee” means (i) a commercial bank organized under the laws of the United
States, or any state thereof, and having a combined capital and surplus of at least
$100,000,000; (ii) a commercial bank organized under the laws of any other country
which is a member of the Organization for Economic Cooperation and Development (the
“OECD”), or a political subdivision of any such country, and having a combined
capital and surplus of at least $100,000,000, provided that such bank is acting through a
branch or agency located in the United States; (iii) a Person that is primarily
engaged in the business of commercial banking and that is (A) a Subsidiary of a Bank,
(B) a Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a Person of
which a Bank is a Subsidiary; and (iv) any other Person agreed to by the Company and
the Agent. 




-4- 









        “Environmental
Claims” means all claims, however asserted, by any Governmental Authority or
other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment. 



        “Environmental
Laws” means all federal, state or local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental, health, safety and land
use matters. 



        “ERISA”
means the Employee Retirement Income Security Act of 1974, and regulations promulgated
thereunder. 



        “Eurodollar
Reserve Percentage” has the meaning specified in the definition of “Offshore
Rate”. 



        “Event
of Default” means any of the events or circumstances specified in
Section 8.1. 



        “Exchange
Act” means the Securities and Exchange Act of 1934, and regulations promulgated
thereunder. 



        “Facility
Fee Rate” means, at any time, the rate per annum determined in accordance with
Schedule 1.1. 



        “Federal
Funds Rate” means, for any day, the rate set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor, “H.15(5l9)”) on the
preceding Business Day opposite the caption “Federal Funds (Effective)"; or, if
for any relevant day such rate is not so published on any such preceding Business Day, the
rate for such day will be the arithmetic mean as determined by the Agent of the rates for
the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City
time) on that day by each of three leading brokers of Federal funds transactions in New
York City selected by the Agent. 



        “Fee
Letter” has the meaning specified in subsection 2.10(a). 



        “FRB”
means the Board of Governors of the Federal Reserve System, and any Governmental Authority
succeeding to any of its principal functions. 




-5- 









        “Funded
Debt” means all Indebtedness for borrowed money (including obligations under
Capital Leases and excluding Contingent Obligations with respect to Indebtedness of other
Persons) 



        “GAAP”
means generally accepted accounting principles set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the circumstances as of
the Closing Date. 



        “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority)
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or otherwise, by any of the
foregoing. 



        “Indebtedness”
of any Person means, without duplication, (a) all indebtedness for borrowed money;
(b) all obligations issued, undertaken or assumed as the deferred purchase price of
property or services (other than trade payables entered into in the ordinary course of
business on ordinary terms) (c) all non-contingent reimbursement or payment
obligations with respect to Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses;
(e) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or bank under
such agreement in the event of default are limited to repossession or sale of such
property); (f) all obligations with respect to Capital Leases; (g) all net
obligations with respect to Swap Contracts; (h) all indebtedness referred to in
clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Indebtedness; and (i) all
Contingent Obligations in respect of indebtedness or obligations of others of the kinds
referred to in clauses (a) through (g) above. 



        “Indemnified
Liabilities” has the meaning specified in Section 10.5. 



        “Indemnified Person”
has the meaning specified in Section 10.5. 



        “Independent
Auditor” has the meaning specified in subsection 6.1 (a). 



        “Insolvency
Proceeding” means (a) any case, action or proceeding before any court or
other Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors generally or any
substantial portion of its creditors; undertaken under U.S. Federal, state or foreign law,
including the Bankruptcy Code. 




-6- 









        “Interest
and Rental Expense” means, for any period, all amounts recorded and deducted in
computing the Company’s Consolidated Net Income for such period in respect of
interest charges and expense and rental charges for such period (whether paid or accrued,
or a cash or non-cash expense, and in the case of rental payments, including the full
amount of those payments made under operating leases or synthetic leases, but only the
imputed interest under Capital Leases). 



        “Interest
Payment Date” means, as to an Offshore Rate Loan, the last day of each Interest
Period applicable to such Offshore Rate Loan and, as to any Base Rate Loan, the last day
of each calendar quarter, provided, however, that if any Interest Period for
an Offshore Rate Loan exceeds three months, the date that falls three months after the
beginning of such Interest Period and after each Interest Payment Date thereafter is also
an Interest Payment Date. 



        “Interest
Period” means, the period commencing on the Borrowing Date of an Offshore Rate
Loan or on the Conversion/Continuation Date on which the Loan is converted into or
continued as an Offshore Rate Loan, and ending on the date one, two, three or six months
thereafter as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation; 



provided that: 



        (i)    if
any Interest Period would otherwise end on a day that is not a Business Day, that Interest
Period shall be extended to the following Business Day unless the result of such extension
would be to carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the preceding Business Day; 



        (ii)    any
Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and 



        (iii)    no
Interest Period shall extend beyond the Termination Date. 



        “Investment”
means any advance, loan, extension of credit or capital contribution to, or any investment
in the capital stock or other equity interest, or debt securities or other obligations of,
another Person or any contingent liability incurred for the benefit of another Person. 



        “IRS”
means the Internal Revenue Service, and any Governmental Authority succeeding to any of
its principal functions under the Code. 



        “Joint
Venture” means a single-purpose corporation, partnership, joint venture or other
similar legal arrangement (whether created by contract or conducted through a separate
legal entity) now or hereafter formed by the Company or any of its Subsidiaries with
another Person in order to conduct a common venture or enterprise with such Person. 



        “Lending
Office” means, as to any Bank, the office or offices of such Bank specified as
its “Lending Office” or “Domestic Lending Office” or “Offshore
Lending Office”, as the case may be, on Schedule 10.2, or such other office or
offices as such Bank may from time to time notify the Company and the Agent. 




-7- 









        “Lien”
means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment,
charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential
arrangement of any kind or nature whatsoever in respect of any property (including those
created by, arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of any
financing statement naming the owner of the asset to which such lien relates as debtor,
under the Uniform Commercial Code or any comparable law), but not including the interest
of a lessor under an operating lease. 



        “Loan”
means an extension of credit by a Bank to the Company under Article II, and may be a Base
Rate Loan or an Offshore Rate Loan (each, a “Type” of Loan). Except where
the context indicates otherwise, the term “Loan” shall include Swingline Loans
made pursuant to Section 2.2. 



        “Loan
Documents” means this Agreement, any Notes, the Fee Letter, and all other
documents delivered to the Agent or any Bank in connection herewith. 



        “Majority
Banks” means at any time Banks then holding in excess of 50% of the then
aggregate unpaid principal amount of the Loans, or, if no such principal amount is then
outstanding, Banks then having in excess of 50% of the Commitments. 



        “Margin
Stock” means “margin stock” as such term is defined in Regulation T, U
or X of the FRB. 



        “Material
Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets, liabilities (actual or contingent)
properties, condition (financial or otherwise) or prospects of the Company or the Company
and its Subsidiaries taken as a whole; (b) a material impairment of the ability of
the Company or any Subsidiary to perform under any Loan Document and to avoid any Event of
Default; or (c) a material adverse effect upon the legality, validity, binding effect
or enforceability against the Company or any Subsidiary of any Loan Document. 



        “Multiemployer
Plan” means a “multiemployer plan”, within the meaning of
Section 4001(a) (3) of ERISA, to which the Company or any member of the
Controlled Group makes, is making, or is obligated to make contributions or, during the
preceding three calendar years, has made, or been obligated to make, contributions. 



        “Note”
means a promissory note executed by the Company in favor of a Bank pursuant to
subsection  2.3(b), in substantially the form of Exhibit F. 



        “Notice
of Borrowing” means a notice in substantially the form of Exhibit A. 



        “Notice of
Conversion/Continuation” means a notice in substantially the form of
Exhibit B. 




-8- 









        “Obligations”
means all advances, debts, liabilities, obligations, covenants and duties arising under
any Loan Document owing by the Company to any Bank, the Agent, or any Indemnified Person,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising. 



        “Offshore
Rate” means, for any Interest Period, the rate of interest per annum (rounded
upward to the next 1/16th of 1%) determined by the Agent as follows: 


	Offshore Rate  =	LIBOR Rate

		1.00 - Eurodollar Reserve Percentage









Where, 



        “Eurodollar
Reserve Percentage” means for any day for any Interest Period the maximum reserve
percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day (whether or not applicable to any Bank) under regulations issued from time to
time by the FRB for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency funding
(currently referred to as “Eurocurrency liabilities”) ; and 



        “LIBOR
Rate” means for any Interest Period with respect to an Offshore Rate Loan, the
per annum rate of interest determined by the Agent to be the arithmetic average (rounded
upward, if necessary, to the nearest 1/16 of 1%) of the offered rates for deposits in
United States Dollars for the applicable Interest Period which appear on the Telerate
Screen Page 3750 (or such other page of Telerate or such other service on which the
appropriate information may be displayed), on the electronic communications terminals in
the Agent’s money center, as of 11 a.m., London time, on the applicable Borrowing
Date (“Calculation Date”), except as provided below. If fewer than two offered
rates appear for the applicable Interest Period or if the appropriate screen is not
accessible as of such time, the term “LIBOR Rate” shall mean the per annum rate
of interest determined by the Agent to be the average (rounded up, if necessary, to the
nearest 1/16 of 1%) of the rates at which deposits in U.S. dollars are offered to the
Agent by four major lenders in the London interbank market, as selected by the Agent
(“Reference Lenders”), at approximately 11 a.m., London time, on the Calculation
Date for the applicable Interest Period and in an amount equal to the principal amount of
the applicable Offshore Rate Loan. The Agent will request the principal London office of
each of such Reference Lenders to provide a quotation of its rate. If at least two such
quotations are provided, the applicable rate will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the applicable rate
will be the arithmetic mean of the rates quoted by major lenders in New York City,
selected by the Agent, at approximately 11 a.m., New York City time, on the Calculation
Date for loans in United States Dollars to leading European lenders for the applicable
Interest Period and in an amount equal to the principal amount of the applicable Offshore
Rate Loan. 



        The
Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then
outstanding as of the effective date of any change in the Eurodollar Reserve Percentage. 




-9- 









        “Offshore
Rate Loan” means a Loan that bears interest based on the Offshore Rate. 



        “Organization
Documents” means, for any corporation, the certificate or articles of
incorporation, the bylaws, any certificate of determination or instrument relating to the
rights of preferred shareholders of such corporation, any shareholder rights agreement,
and all applicable resolutions of the board of directors (or any committee thereof) of
such corporation. 



        “Other
Taxes” means any present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies which arise from any payment made hereunder
or from the execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents. 



        “Participant”
has the meaning specified in subsection 10.8(d). 



        “PBGC”
means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding
to any of its principal functions under ERISA. 



        “Pension
Plan” means a “pension plan”, as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
Multiemployer Plan), and to which the Company or any member of the Controlled Group may
have any liability with respect to current or former employees of the Company or any
member of the Controlled Group, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time during
the preceding five years, or by reason of being deemed to be a contributing sponsor under
Section 4069 of ERISA. 



        “Permitted
Liens” has the meaning specified in Section 7.1. 



        “Person”
means an individual, partnership, limited liability company, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture or Governmental
Authority. 



        “Pro
Rata Share” means, as to any Bank at any time, the percentage equivalent
(expressed as a decimal, rounded to the ninth decimal place) at such time of such
Bank’s Commitment divided by the combined Commitments of all Banks. 



        “Replacement
Bank” has the meaning specified in Section 3.7. 



        “Requirement of
Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon the Person or any of its property or to which the Person or
any of its property is subject. 



        “Responsible
Officer” means the chief executive officer or the president of the Company, or
any other officer having substantially the same authority and responsibility; or, with
respect to compliance with financial covenants, the chief financial officer or the
treasurer of the Company, or any other officer having substantially the same authority and
responsibility. 




-10- 









        “SEC’
means the Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions. 



        “Senior
Indebtedness” means all Indebtedness of the Company for money borrowed which is
not by its terms subordinated in right of payment to the payment of any other Indebtedness
of the Company. 



        “Subsidiary”
of a Person means any corporation, association, partnership, joint venture or other
business entity of which more than 50% of the voting stock or other equity interests (in
the case of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof. Unless the context otherwise clearly requires, references herein to a
“Subsidiary” refer to a Subsidiary of the Company. 



        “Surety
Instruments” means all letters of credit (including standby and commercial),
banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments. 



        “Swap
Contract” means any agreement (including any master agreement and any agreement,
whether or not in writing, relating to any single transaction) that is an interest rate
swap agreement, basis swap, forward rate agreement, commodity swap, commodity option,
equity or equity index swap or option, bond option, interest rate option, forward foreign
exchange agreement, rate cap, collar or floor agreement, currency swap agreement,
cross-currency rate swap agreement, swaption, currency option or any other, similar
agreement (including any option to enter into any of the foregoing). 



        “Swingline
Lender” has the meaning specified in Section 2.2. 



        “Swingline Loan”
has the meaning specified in Section 2.2. 



        “Taxes”
means 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
Bank and the Agent, such taxes (including income taxes or franchise taxes) as are imposed
on or measured by each Bank’s net income by the jurisdictions (or any political
subdivision thereof) under the laws of which such Bank or the Agent, as the case may be,
is organized or maintains a lending office. 



        “Termination
Date” means the earlier to occur of: 



        (a)    
April 30, 2009; and 





        (b)             the
date on which the Commitments terminate in accordance with the provisions of
          this Agreement.  





        “Total
Capitalization” means, as to any Person and as of any date, the sum of the
shareholders’ equity of such Person, calculated in accordance with GAAP consistently
applied, as shown on a balance sheet of such Person, plus the Funded Debt of such Person. 




-11- 









        “Type”
has the meaning specified in the definition of “Loan”. 



        “United
States” and “U.S.” each means the United States of America. 



        “Welfare
Plan” means a “welfare plan”, as such term is defined in
Section 3(1) of ERISA. 



        “Wholly-Owned
Subsidiary” means any corporation in which (other than directors’ qualifying
shares required by law) 100% of the capital stock of each class having ordinary voting
power, and 100% of the capital stock of every other class, in each case, at the time as of
which any determination is being made, is owned, beneficially and of record, by the
Company, or by one or more of the other Wholly-Owned Subsidiaries, or both. 



        1.2.    Other
Interpretive Provisions.  





        (a)              The
meanings of defined terms are equally applicable to the singular and plural
          forms of the defined terms.  





        (b)              The
words “hereof”, “herein”, “hereunder” and           similar
words refer to this Agreement as a whole and not to any particular           provision of
this Agreement; and subsection, Section, Schedule and Exhibit           references are to
this Agreement unless otherwise specified.  





        (c)              The
term “documents” includes any and all instruments, documents,
          agreements, certificates, indentures, notices and other writings, however
          evidenced.  





        (d)              The
term “including” is not limiting and means “including without
          limitation.” 





        (e)              In
the computation of periods of time from a specified date to a later specified
          date, the word “from” means “from and including”; the words
          “to” and “until” each mean “to but excluding”,
and           the word “through” means “to and including.” 





        (f)              Unless
otherwise expressly provided herein: (i) references to agreements
          (including this Agreement) and other contractual instruments shall be deemed to
          include all subsequent amendments and other modifications thereto, but only to
          the extent such amendments and other modifications are not prohibited by the
          terms of any Loan Document; and (ii) references to any statute or
          regulation are to be construed as including all statutory and regulatory
          provisions consolidating, amending, replacing, supplementing or interpreting
the           statute or regulation.  





        (g)              The
captions and headings of this Agreement are for convenience of reference           only
and shall not affect the interpretation of this Agreement.  





        (h)              This
Agreement and other Loan Documents may use several different limitations,           tests
or measurements to regulate the same or similar matters. All such           limitations,
tests and measurements are cumulative and shall each be performed           in accordance
with their terms.  





-12- 










        (i)              This
Agreement and the other Loan Documents are the result of negotiations among           and
have been reviewed by counsel to the Agent, the Company and the other           parties,
and are the products of all parties. Accordingly, they shall not be           construed
against the Banks or the Agent merely because of the Agent’s or           Banks’ involvement
in their preparation.  





        1.3.    Accounting
Principles.  





        (a)              Unless
the context otherwise clearly requires, all accounting terms not           expressly
defined herein shall be construed, and all financial computations           required
under this Agreement shall be made, in accordance with GAAP,           consistently
applied.  





        (b)              References
herein to “fiscal year” and “fiscal quarter”          refer to such
fiscal periods of the Company.  





ARTICLE II 
THE CREDITS  



        2.1.    Amounts
and Terms of Commitments.  





        (a)          Each
Bank severally agrees, on the terms and conditions set forth herein, to           make
loans to the Company (each such loan, a “Loan”) from time           to
time on any Business Day during the period from the Closing Date to the
          Termination Date, in an aggregate amount not to exceed at any time outstanding,
          together with the principal amount of Loans outstanding in favor of such Bank
at           such time, the amount set forth next to such Bank’s name on Schedule
          2.1 (such amount, as the same may be reduced or increased under Section 2.6 or
as a result of one or more assignments under Section  10.8, the Bank’s
“Commitment”); provided, however, that, after giving
effect to any Borrowing, the           aggregate principal amount of all outstanding
Loans shall not at any time exceed           the combined Commitments. Within the limits
of each Bank’s Commitment, and           subject to the other terms and conditions
hereof, the Company may borrow under           this Section 2.1, prepay under
Section 2.7 and reborrow           under this Section 2.1.  





        2.2.    Swingline
Loans.  





        (a)          From
time to time prior to the Termination Date, the Company may obtain           Swingline
Loans (the “Swingline Loans”) from U.S. Bank National           Association (in
such capacity, the “Swingline Lender”) up to an           aggregate amount of
$5,000,000 at any time outstanding, repay such Swingline           Loans and reborrow
hereunder; provided, however, that the           Swingline Lender shall not
be obligated to advance any Swingline Loan if (i) any           Default or Event of
Default has occurred and is continuing or (ii) after giving           effect thereto, the
sum of the aggregate principal amount of all outstanding           Loans would exceed the
aggregate Commitment of all of the Banks.  





        (b)          In
its sole and absolute discretion, the Swingline Lender may at any time after
          the occurrence and during the continuance of a Default or Event of Default, on
          behalf of the Company (which hereby irrevocably authorizes the Swingline Lender
          to act on its behalf for such purpose), request each Bank to make a Loan, on
the           date such request is made, in an amount equal to the product of: (i) the
ratio           of each Bank’s Commitment to the aggregate Commitment of all of the
Banks;           and (ii) the outstanding principal amount of the Swingline Loans (such
product           the “Swingline Commitment”). Each Bank shall make the
proceeds of such           requested Loan available to the Swingline Lender, in
immediately available           funds, at the office of the Swingline Lender specified
herein before 11:00 A.M.           (Milwaukee time) on the Business Day following the day
such request is made. The           proceeds of such Loans shall be immediately applied
to repay the outstanding           Swingline Loans.  





-13- 










        (c)      If
any Bank refuses or otherwise fails to make a Loan when requested by the
          Swingline Lender pursuant to Section 2.2(b) above, such Bank will, by the time
          and in the manner such Loan was to have been funded to the Swingline Lender,
          purchase from the Swingline Lender an undivided participating interest in the
          outstanding Swingline Loans in an amount equal to its Swingline Commitment.
Each           Bank that so purchases a participation in a Swingline Loan shall
thereafter be           entitled to receive its applicable pro rata percentage of each
payment of           principal received on the Swingline Loans and of interest received
thereon           accruing from the date such Bank funded to the Swingline Lender its
          participation in such Swingline Loans.  





        2.3.    Loan
Accounts.  





        (a)              The
Loans made by each Bank shall be evidenced by one or more loan accounts or
          records maintained by such Bank in the ordinary course of business. The loan
          accounts or records maintained by the Agent and each Bank shall be conclusive
          absent manifest error of the amount of the Loans made by the Banks to the
          Company and the interest and payments thereon. Any failure so to record or any
          error in doing so shall not, however, limit or otherwise affect the obligation
          of the Company hereunder to pay any amount owing with respect to the Loans.  





        (b)              Upon
the request of any Bank made through the Agent, the Loans made by such Bank           may
be evidenced by one or more Notes, instead of loan accounts. Each such Bank
          shall endorse on the schedules annexed to its Note(s) the date, amount and
          maturity of each Loan made by it and the amount of each payment of principal
          made by the Company with respect thereto. Each such Bank is irrevocably
          authorized by the Company to endorse its Note(s) and each Bank’s record
          shall be conclusive absent manifest error; provided, however,
that           the failure of a Bank to make, or an error in making, a notation thereon
with           respect to any Loan shall not limit or otherwise affect the obligations of
the           Company hereunder or under any such Note to such Bank.  





        2.4.    Procedure
for Borrowing.  





        (a)              The
Company shall request an advance hereunder by written notice or by           telephonic
notice confirmed by mail or by facsimile the same day (which notice           will be
irrevocable), to the Agent prior to 9:00 a.m. (Milwaukee time):           (i) two
Business Days prior to the requested Borrowing Date, in the case of           Offshore
Rate Loans; and (ii) on the requested Borrowing Date, in the case           of Base
Rate Loans. Each such request shall be substantially in the form of the           Notice
of Borrowing attached hereto as Exhibit 2.4, and each such request shall           be
effective upon receipt by the Agent and shall specify:  




-14- 











        (A)              the
amount of the Borrowing, which shall be in an aggregate minimum amount of
          $5,000,000 or any multiple of $1,000,000 in excess thereof;  





        (B)              the
requested Borrowing Date, which shall be a Business Day;  





        (C)              the
Type of Loans comprising the Borrowing; and  





        (D)              the
duration of the Interest Period applicable to such Loans included in such
          notice. If the Notice of Borrowing fails to specify the duration of the
Interest           Period for any Borrowing comprised of Offshore Rate Loans, such
Interest Period           shall be three months.  





        (b)              The
Agent will promptly notify each Bank of its receipt of any Notice of           Borrowing
and of the amount of such Bank’s Pro Rata Share of that           Borrowing.  





        (c)              Each
Bank will make the amount of its Pro Rata Share of each Borrowing available           to
the Agent for the account of the Company at the Agent’s Payment Office           by
1:00 p.m. (Milwaukee time) on the Borrowing Date requested by the Company in
          funds immediately available to the Agent. The proceeds of all such Loans will
          then be made available to the Company by the Agent by wire transfer in
          accordance with written instructions provided to the Agent by the Company of
          like funds as received by the Agent.  





        (d)              After
giving effect to any Borrowing, there may not be more than ten different
          Interest Periods in effect.  





        2.5.    Conversion
and Continuation Elections.  





        (a)              The
Company may, upon irrevocable written or telephonic notice (confirmed by           mail
or facsimile on the same day, if telephonic) to the Agent in accordance           with subsection 2.5(b):  





	 	        (i)              elect,
as of any Business Day, in the case of Base Rate Loans, or as of the last           day
of the applicable Interest Period, in the case of Offshore Rate Loans, to
          convert any such Loans (or any part thereof in an amount not less than
          $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)
          into Loans of any other Type; or  







	 	        (ii)              elect,
as of the last day of the applicable Interest Period, to continue any           Offshore
Rate Loans having Interest Periods expiring on such day (or any part           thereof in
an amount not less than $5,000,000, or that is in an integral           multiple of
$1,000,000 in excess thereof);  







provided, that if at any time
the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of part thereof to be less than $1,000,000, such
Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after
such date the right of the Company to continue such Loans as, and convert such Loans into,
Offshore Rate Loans shall terminate. 




-15- 









        (b)              The
Company shall give written or telephonic notice to be received by the Agent           not
later than 9:00 a.m. (Milwaukee time) at least: (i) two Business Days           in
advance of the Conversion/Continuation Date, if the Loans are to be converted
          into or continued as Offshore Rate Loans; and (ii) on the Conversion/
          Continuation Date, if the Loans are to be converted into Base Rate Loans,
          specifying:  





	 	        (A)              the
proposed Conversion/Continuation Date;  









	 	        (B)              the
aggregate amount of Loans to be converted or renewed;  







	 	        (C)              the
Type of Loans resulting from the proposed conversion or continuation; and  







	 	        (D)              in
the case of conversions into or continuations of Offshore Rate Loans, the
          duration of the requested Interest Period.  







Such written notice or written
confirmation of telephonic notice shall be substantially in the form of the Notice of
Conversion/Continuation attached hereto as Exhibit 2.5. 



        (c)              If
upon the expiration of any Interest Period applicable to Offshore Rate Loans,
          the Company has failed to select timely a new Interest Period to be applicable
          to such Offshore Rate Loans or if any Default or Event of Default then exists,
          the Company shall be deemed to have elected to convert such Offshore Rate Loans
          into Base Rate Loans effective as of the expiration date of such Interest
          Period.  





        (d)              The
Agent will promptly notify each Bank of its receipt of a Notice of
          Conversion/Continuation, or, if no timely notice is provided by the Company,
the           Agent will promptly notify each Bank of the details of any automatic
conversion.           All conversions and continuations shall be made ratably according
to the           respective outstanding principal amounts of the Loans with respect to
which the           notice was given held by each Bank.  





        (e)              Unless
the Majority Banks otherwise agree, during the existence of a Default or           Event
of Default, the Company may not elect to have a Loan converted into or
          continued as an Offshore Rate Loan.  





        (f)              After
giving effect to any conversion or continuation of Loans, there may not be           more
than ten different Interest Periods in effect.  





        2.6.    Changes
in Aggregate Commitments.  





        (a)              The
Company may, upon not less than four Business Days’ prior notice to the
          Agent, terminate the Commitments, or permanently reduce the Commitments by an
          aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess
          thereof; unless, after giving effect thereto and to any prepayments of
          Loans made on the effective date thereof, the then-outstanding principal amount
          of the Loans would exceed the amount of the combined Commitments then in
effect.           Once reduced in accordance with this Section 2.6, the
Commitments           may not be increased. Any reduction of the Commitments shall be
applied to each           Bank according to its Pro Rata Share. All accrued commitment
fees to, but not           including the effective date of any reduction or termination
of Commitments,           shall be paid on the effective date of such reduction or
termination.  





-16- 










        (b)              The
Company may at any time and from time to time, but no more often than twice
          prior to the Termination Date, by means of a letter to the Agent substantially
          in the form of Exhibit 2.6(b), request that the aggregate Commitments be
          increased by: (a) increasing the Commitment of one or more Banks which
have           agreed to such increase; and/or (b) adding one or more commercial
banks or           other Persons as a party hereto with a Commitment in an amount agreed
to by any           such commercial bank or other Person; providedthat (1) no
          commercial bank or other Person shall be added as a party hereto without the
          written consent of the Company and the Agent, (ii) no commercial bank or
          other Person shall be added as a party hereto unless the Commitment of such
          commercial bank or other Person equals or exceeds the lowest existing
Commitment           of an existing Bank immediately prior to any increase in the
aggregate           Commitments pursuant to this Section 2.6(b) and (iii) in
          no event shall the aggregate Commitments exceed $175,000,000 without the
written           consent of all Banks; providedfurther, the aggregate
Commitments           shall not be increased pursuant to this Section 2.6(b) unless
(i) the           Company will be in pro forma compliance with all of its covenants
under this           Agreement before and after giving effect to any increase hereunder
and           (ii) no Default or Event of Default has occurred and is continuing or
will           result from any such increase hereunder. Any increase in the aggregate
          Commitments pursuant to this Section 2.6(b) shall be effective
          five Business Days after the date on which the Agent has received and accepted
          the applicable increase letter in the form of Annex 1 to Exhibit G (in
          the case of an increase in the Commitment of an existing Bank) or assumption
          letter in the form of Annex 2 to Exhibit G (in the case of the addition
          of a commercial bank or other Person as a new Bank). The Agent shall promptly
          notify the Company and the Banks of any increase in the amount of the aggregate
          Commitments pursuant to this Section 2.6(b) and of the
          Commitment and Pro Rata Share of each Bank after giving effect thereto. The
          Company acknowledges that, in order to maintain Loans in accordance with each
          Bank’s Pro Rata Share, a reallocation of the Commitments as a result of a
          non-pro-rata increase in the aggregate Commitments may require prepayment or
          funding of all or portions of certain Loans on the date of such increase and
          funding of all or portions of Loans on the date of such increase (and any such
          prepayment or funding shall be subject to the provision of Section 3.4).
The Agent shall promptly notify all Banks of any           increase in the aggregate
Commitments pursuant to this Section 2.6(b).  





        2.7.    Optional
Prepayments.  





        (a)              Subject
to Section 3.4, the Company may, at any time or from time to           time,
upon irrevocable notice to the Agent no later than 9:00 a.m. (Milwaukee           time)
on the date of prepayment, ratably prepay Loans in whole or in part, in           minimum
amounts of $1,000,000 or any multiple of $1,000,000 in excess thereof.           Such
notice of prepayment shall specify the date and amount of such prepayment           and
the Type(s) of Loans to be prepaid. The Agent will promptly notify each Bank           of
its receipt of any such notice, and of such Bank’s Pro Rata Share of           such
prepayment. If such notice is given by the Company, the Company shall make           such
prepayment and the payment amount specified in such notice shall be due and
          payable on the date specified therein, together with any amounts required
          pursuant to Section 3.4.  






-17- 









        2.8.    Repayment.
The Company shall repay to the Banks on the Termination Date           the aggregate
principal amount of Loans outstanding on such date.  





        2.9.    Interest.  





        (a)              Each
Loan shall bear interest on the outstanding principal amount thereof from           the
applicable Borrowing Date at a rate per annum equal to the Offshore Rate or           the
Base Rate, as the case may be (and subject to the Company’s right to
          convert to other Types of Loans under Section 2.5), plus the
          Applicable Margin.  





        (b)              Each
Swingline Loan shall bear interest on the outstanding principal amount           thereof
from the applicable Borrowing Date at: (i) a rate per annum equal to the           Base
Rate; or (ii) such rate per annum as is quoted by the Swingline Lender to           the
Company at the time such Swingline Loan is requested.  





        (c)              Interest
on each Loan shall be paid in arrears on each Interest Payment Date.           Interest
shall also be paid upon payment of the Loans in full on the Termination           Date.
During the existence of any Event of Default, interest shall be paid on           demand
of the Agent at the request or with the consent of the Majority Banks.  





        (d)              Notwithstanding
subsection (a) of this Section, while any Event of           Default exists or
after acceleration, the Company shall pay interest (after as           well as before
entry of judgment thereon to the extent permitted by law) on the           principal
amount of all outstanding Loans, at a rate per annum which is           determined by
adding 2% per annum to the Applicable Margin then in effect for           such Loans; provided,
however, that, on and after the expiration           of any Interest Period
applicable to any Offshore Rate Loan outstanding on the           date of occurrence of
such Event of Default or acceleration, the principal           amount of such Offshore
Rate Loan shall, during the continuation of such Event           of Default or after
acceleration, bear interest at a rate per annum equal to the           Base Rate plus 2%.  





        (e)              Anything
herein to the contrary notwithstanding, the obligations of the Company           to any
Bank hereunder shall be subject to the limitation that payments of           interest
shall not be required for any period for which interest is computed           hereunder,
to the extent (but only to the extent) that contracting for or           receiving such
payment by such Bank would be contrary to the provisions of any           law applicable
to such Bank limiting the highest rate of interest that may be           lawfully
contracted for, charged or received by such Bank, and in such event the           Company
shall pay such Bank interest at the highest rate permitted by applicable           law.  





        2.10.    Fees.  





        (a)    Agency
Fee. The Company shall pay an agency fee to the Agent for the           Agent’s
own account, as required by the letter agreement (“Fee           Letter”)
between the Company and the Agent, dated April 30, 2004.  





        (b)    Facility
Fee. The Company shall pay to the Agent for the account of each           Bank a
facility fee on the Bank’s Commitment (regardless of usage),           computed on a
quarterly basis in arrears on the last day of each calendar           quarter (March 31,
June 30, September 30, or December 31), at a rate equal to           the Facility Fee
Rate. Such facility fee shall accrue from the date hereof           through the
Termination Date, and shall be due and payable quarterly on the last           day of
each calendar quarter commencing on June 30, 2004, with the final           facility fee
payment due and payable on the Termination Date; provided; however, that,
the facility fee payments due on June 30, 2004, and on the           Termination Date,
shall be calculated on the basis of the actual number of days           elapsed since the
date hereof, or the date of the prior facility fee payment, as           applicable. The
facility fees provided for in this subsection shall accrue at           all times after
the date hereof, including at any time during which one or more           conditions in
Article IV are not met.  




-18- 











        2.11.    Computation
of Fees and Interest.  





        (a)              All
computations of interest for Base Rate Loans shall be made on the basis of a
          year of 365 or 366 days, as the case may be, and actual days elapsed. All other
          computations of fees and interest shall be made on the basis of a 360-day year
          and actual days elapsed (which results in more interest being paid than if
          computed on the basis of a 365-day year). Interest and fees shall accrue during
          each period during which interest or such fees are computed from the first day
          thereof to the last day thereof.  





        (b)              Each
determination of an interest rate by the Agent shall be conclusive and           binding
on the Company and the Banks in the absence of manifest error.  





        2.12.    Payments
by the Company.  





        (a)              All
payments to be made by the Company shall be made without set-off, recoupment           or
counterclaim. Except as otherwise expressly provided herein, all payments by
          the Company shall be made to the Agent for the account of the Banks at the
          Agent’s Payment Office, and shall be made in dollars and in immediately
          available funds, no later than 2:00 p.m. (Milwaukee time) on the date specified
          herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or
          other applicable share as expressly provided herein) of such payment in like
          funds as received. Any payment received by the Agent later than 2:00 p.m.
          (Milwaukee time) shall be deemed to have been received on the following
Business           Day and any applicable interest or fee shall continue to accrue.  





        (b)              Subject
to the provisions set forth in the definition of “Interest           Period” herein,
whenever any payment is due on a day other than a Business           Day, such payment
shall be made on the following Business Day, and such           extension of time shall
in such case be included in the computation of interest           or fees, as the case
may be.  





        (c)              Unless
the Agent receives notice from the Company prior to the date on which any
          payment is due to the Banks that the Company will not make such payment in full
          as and when required, the Agent may assume that the Company has made such
          payment in full to the Agent on such date in immediately available funds and
the           Agent may (but shall not be so required), in reliance upon such assumption,
          distribute to each Bank on such due date an amount equal to the amount then due
          such Bank. If and to the extent the Company has not made such payment in full
to           the Agent, each Bank shall repay to the Agent on demand such amount
distributed           to such Bank, together with interest thereon at the Federal Funds
Rate for each           day from the date such amount is distributed to such Bank until
the date repaid.  








-19- 








        2.13.    Payments
by the Banks to the Agent.  




        (a)              Unless
the Agent receives notice from a Bank on or prior to the Closing Date or,           with
respect to any Borrowing after the Closing Date, at least one Business Day
          prior to the date of such Borrowing, that such Bank will not make available as
          and when required hereunder to the Agent for the account of the Company the
          amount of that Bank’s Pro Rata Share of the Borrowing, the Agent may
assume           that each Bank has made such amount available to the Agent in
immediately           available funds on the Borrowing Date and the Agent may (but shall
not be so           required), in reliance upon such assumption, make available to the
Company on           such date a corresponding amount. If and to the extent any Bank
shall not have           made its full amount available to the Agent in immediately
available funds and           the Agent in such circumstances has made available to the
Company such amount,           that Bank shall on the Business Day following such
Borrowing Date make such           amount available to the Agent, together with interest
at the Federal Funds Rate           for each day during such period. A notice of the
Agent submitted to any Bank           with respect to amounts owing under this subsection (a) shall
be           conclusive, absent manifest error. If such amount is so made available, such
          payment to the Agent shall constitute such Bank’s Loan on the date of
          Borrowing for all purposes of this Agreement. If such amount is not made
          available to the Agent on the Business Day following the Borrowing Date, the
          Agent will notify the Company of such failure to fund and, upon demand by the
          Agent, the Company shall pay such amount to the Agent for the Agent’s
          account, together with interest thereon for each day elapsed since the date of
          such Borrowing, at a rate per annum equal to the interest rate applicable at
the           time to the Loans comprising such Borrowing.  





        (b)              The
failure of any Bank to make any Loan on any Borrowing Date shall not relieve
          any other Bank of any obligation hereunder to make a Loan on such Borrowing
          Date, but no Bank shall be responsible for the failure of any other Bank to
make           the Loan to be made by such other Bank on any Borrowing Date.  





        2.14.    Sharing
of Payments, Etc. If, other than as expressly provided elsewhere           herein,
any Bank shall obtain on account of the Loans made by it any payment           (whether
voluntary, involuntary, through the exercise of any right of set-off,           or
otherwise) in excess of its Pro Rata Share, such Bank shall immediately           (a) notify
the Agent of such fact, and (b) purchase from the other           Banks such
participations in the Loans made by them as shall be necessary to           cause such
purchasing Bank to share the excess payment pro rata with each of           them; provided,
however, that if all or any portion of such excess           payment is thereafter
recovered from the purchasing Bank, such purchase shall to           that extent be
rescinded and each other Bank shall repay to the purchasing Bank           the purchase
price paid therefor, together with an amount equal to such paying           Bank’s
ratable share (according to the proportion of (i) the amount of           such
paying Bank’s required repayment to (ii) the total amount so
          recovered from the purchasing Bank) of any interest or other amount paid or
          payable by the purchasing Bank in respect of the total amount so recovered. The
          Company agrees that any Bank so purchasing a participation from another Bank
          may, to the fullest extent permitted by law, exercise all its rights of payment
          (including the right of set-off, but subject to Section 10.9) with
          respect to such participation as fully as if such Bank were the direct creditor
          of the Company in the amount of such participation. The Agent will keep records
          (which shall be conclusive and binding in the absence of manifest error) of
          participations purchased under this Section and will in each case notify the
          Banks following any such purchases or repayments.  





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ARTICLE III 
TAXES,
YIELD PROTECTION AND ILLEGALITY  



        3.1.    Taxes.  





        (a)              Any
and all payments by the Company to each Bank or the Agent under this           Agreement
and any other Loan Document shall be made free and clear of, and           without
deduction or withholding for any Taxes. In addition, the Company shall           pay all
Other Taxes.  





        (b)              The
Company agrees to indemnify and hold harmless each Bank and the Agent for           the
full amount of Taxes or Other Taxes (including any Taxes or Other Taxes           imposed
by any jurisdiction on amounts payable under this Section) paid by the           Bank or
the Agent and any liability (including penalties, interest, additions to           tax
and expenses) arising therefrom or with respect thereto, whether or not such
          Taxes or Other Taxes were correctly or legally asserted. Payment under this
          indemnification shall be made within 30 days after the date the Bank or the
          Agent makes written demand therefor.  





        (c)              If
the Company shall be required by law to deduct or withhold any Taxes or Other
          Taxes from or in respect of any sum payable hereunder to any Bank or the Agent,
          then:  





	 	        (i)              the
sum payable shall be increased as necessary so that after making all           required
deductions and withholdings (including deductions and withholdings           applicable
to additional sums payable under this Section) such Bank or the           Agent, as the
case may be, receives an amount equal to the sum it would have           received had no
such deductions or withholdings been made;  







	 	        (ii)              the
Company shall make such deductions and withholdings;  







	 	        (iii)              the
Company shall pay the full amount deducted or withheld to the relevant           taxing
authority or other authority in accordance with applicable law; and  







	 	        (iv)              the
Company shall also pay to each Bank or the Agent for the account of such           Bank,
at the time interest is paid, all additional amounts which the respective           Bank
specifies as necessary to preserve the after-tax yield the Bank would have
          received if such Taxes or Other Taxes had not been imposed.  







        (d)              Within
30 days after the date of any payment by the Company of Taxes or Other           Taxes,
the Company shall furnish the Agent the original or a certified copy of a
          receipt evidencing payment thereof, or other evidence of payment satisfactory
to           the Agent.  





        (e)              If
the Company is required to pay additional amounts to any Bank or the Agent
          pursuant to subsection (c) of this Section, then such Bank shall use
          reasonable efforts (consistent with legal and regulatory restrictions) to
change           the jurisdiction of its Lending Office so as to eliminate any such
additional           payment by the Company which may thereafter accrue, if such change
in the           judgment of such Bank is not otherwise disadvantageous to such Bank.  





-21- 










        3.2.    Illegality.  





        (a)              If
any Bank determines that the introduction of any Requirement of Law, or any
          change in any Requirement of Law, or in the interpretation or administration of
          any Requirement of Law, has made it unlawful, or that any central bank or other
          Governmental Authority has asserted that it is unlawful, for any Bank or its
          applicable Lending Office to make Offshore Rate Loans, then, on notice thereof
          by the Bank to the Company through the Agent, any obligation of that Bank to
          make Offshore Rate Loans shall be suspended until the Bank notifies the Agent
          and the Company that the circumstances giving rise to such determination no
          longer exist.  





        (b)              If
a Bank determines that it is unlawful to maintain any Offshore Rate Loan, the
          Company shall, upon its receipt of notice of such fact and demand from such
Bank           (with a copy to the Agent), prepay in full such Offshore Rate Loans of
that Bank           then outstanding, together with interest accrued thereon and amounts
required           under Section 3.4, either on the last day of the Interest
Period           thereof, if the Bank may lawfully continue to maintain such Offshore
Rate Loans           to such day, or immediately, if the Bank may not lawfully continue
to maintain           such Offshore Rate Loan. If the Company is required to so prepay
any Offshore           Rate Loan, then concurrently with such prepayment, the Company
shall borrow from           the affected Bank, in the amount of such repayment, a Base
Rate Loan.  





        (c)              If
the obligation of any Bank to make or maintain Offshore Rate Loans has been           so
terminated or suspended, the Company may elect, by giving notice to the Bank
          through the Agent that all Loans which would otherwise be made by the Bank as
          Offshore Rate Loans shall be instead Base Rate Loans.  





        (d)              Before
giving any notice to the Agent under this Section, the affected Bank           shall
designate a different Lending Office with respect to its Offshore Rate           Loans if
such designation will avoid the need for giving such notice or making           such
demand and will not, in the judgment of the Bank, be illegal or otherwise
          disadvantageous to the Bank.  





        3.3.    Increased
Costs and Reduction of Return.  





        (a)              If
any Bank determines that, due to either (i) the introduction of or any
          change in or in the interpretation of any law or regulation or (ii) the
          compliance by that Bank with any guideline or request from any central bank or
          other Governmental Authority (whether or not having the force of law), there
          shall be any increase in the cost to such Bank of agreeing to make or making,
          funding or maintaining any Offshore Rate Loans, then the Company shall be
liable           for, and shall from time to time, upon demand (with a copy of such
demand to be           sent to the Agent), pay to the Agent for the account of such Bank,
additional           amounts as are sufficient to compensate such Bank for such increased
costs.  





        (b)              If
any Bank shall have determined that (i) the introduction of any Capital
          Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
          (iii) any change in the interpretation or administration of any Capital
          Adequacy Regulation by any central bank or other Governmental Authority charged
          with the interpretation or administration thereof, or (iv) compliance by
          the Bank (or its Lending Office) or any corporation controlling the Bank with
          any Capital Adequacy Regulation, affects or would affect the amount of capital
          required or expected to be maintained by the Bank or any corporation
controlling           the Bank and (taking into consideration such Bank’s or such
          corporation’s policies with respect to capital adequacy and such
          Bank’s desired return on capital) determines that the amount of such
          capital is increased as a consequence of its Commitments, loans, credits or
          obligations under this Agreement, then, upon demand of such Bank to the Company
          through the Agent, the Company shall pay to the Bank, from time to time as
          specified by the Bank, additional amounts sufficient to compensate the Bank for
          such increase.  





-22- 










        3.4.    Funding
Losses.  





        The
Company shall reimburse each Bank and hold each Bank harmless from any loss or expense
which the Bank may sustain or incur as a consequence of: 



        (a)              the
failure of the Company to make on a timely basis any payment of principal of
          any Offshore Rate Loan;  





        (b)              the
failure of the Company to borrow, continue or convert a Loan after the           Company
has given (or is deemed to have given) a Notice of Borrowing or a Notice           of
Conversion Continuation;  





        (c)              the
failure of the Company to make any prepayment in accordance with any notice
          delivered under Section 2.7;  





        (d)              the
prepayment or other payment (including after acceleration thereof) of an
          Offshore Rate Loan on a day that is not the last day of the relevant Interest
          Period; or  





        (e)              the
automatic conversion under Section 2.5 of any Offshore Rate Loan           to
a Base Rate Loan on a day that is not the last day of the relevant Interest
          Period;  





including any such loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain its
Offshore Rate Loans or from fees payable to terminate the deposits from which such funds
were obtained. For purposes of calculating amounts payable by the Company to the Banks
under this Section and under subsection 3.3(a), each Offshore Rate Loan
made by a Bank (and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the IBOR used in determining the Offshore Rate
for such Offshore Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and f or a comparable period, whether or not
such Offshore Rate Loan is in fact so funded. 



        3.5.    Inability
to Determine Rates. If the Agent determines that for any reason           adequate
and reasonable means do not exist for determining the Offshore Rate for           any
requested Interest Period with respect to a proposed Offshore Rate Loan, or
          that the Offshore Rate applicable pursuant to subsection 2.9(a) for
any requested Interest Period with           respect to a proposed Offshore Rate Loan
does not adequately and fairly reflect           the cost to such Banks of funding such
Loan, the Agent will promptly so notify           the Company and each Bank. Thereafter,
the obligation of the Banks to make or           maintain Offshore Rate Loans hereunder
shall be suspended until the Agent with           the consent of the Majority Banks
revokes such notice in writing. Upon receipt           of such notice, the Company may
revoke any Notice of Borrowing or Notice of           Conversion/Continuation then
submitted by it. If the Company does not revoke           such Notice, the Banks shall
make, convert or continue the Loans, as proposed by           the Company, in the amount
specified in the applicable notice submitted by the           Company, but such Loans
shall be made, converted or continued as Base Rate Loans           instead of Offshore
Rate Loans.  





-23- 










        3.6.    Certificates
of Banks. Any Bank claiming reimbursement or compensation           under this
Article III shall deliver to the Company (with a copy to the Agent) a
          certificate setting forth in reasonable detail the amount payable to the Bank
          hereunder and such certificate shall be conclusive and binding on the Company
in           the absence of manifest error.  





        3.7.    Substitution
of Banks. Upon the receipt by the Company from any Bank (an           “Affected
Bank”) of a claim for compensation under Section 3.3, the Company
may: (i) request the Affected Bank to           use its best efforts to obtain a
replacement bank or financial institution           satisfactory to the Company to
acquire and assume all or a ratable part of all           of such Affected Bank’s
Loans and Commitment (a “Replacement           Bank”); (ii) request
one more of the other Banks to acquire and           assume all or part of such Affected
Bank’s Loans and Commitment; or           (iii) designate a Replacement Bank.
Any such designation of a Replacement           Bank under clause (i) or (iii) shall be
subject to the prior written consent of           the Agent (which consent shall not be
unreasonably withheld).  





        3.8.    Survival.
The agreements and obligations of the Company in this           Article III shall
survive the payment of all other Obligations.  





ARTICLE IV 
CONDITIONS
PRECEDENT  



        4.1.    Conditions
of Initial Loans. The obligation of each Bank to make its           initial Loan
hereunder is subject to the condition that the Agent have received           on or before
the Closing Date all of the following, in form and substance           satisfactory to
the Agent and each Bank, and in sufficient copies for each Bank:  





        (a)    Credit
Agreement. This Agreement executed by each party thereto;  





        (b)    Resolutions;
Incumbency.  





	 	        (i)              Copies
of the resolutions of the board of directors of the Company authorizing           the
transactions contemplated hereby, certified as of the Closing Date by the
          Secretary or an Assistant Secretary of the Company; and  







	 	        (ii)              A
certificate of the Secretary or Assistant Secretary of the Company certifying
          the names and true signatures of the officers of the Company authorized to
          execute, deliver and perform this Agreement, and all other Loan Documents to be
          delivered by it hereunder;  







        (c)Organization
Documents. The articles or certificate of incorporation and           the bylaws of
the Company as in effect on the Closing Date, certified by the           Secretary or
Assistant Secretary of the Company as of the Closing Date.  




-24- 











        (d)    Legal
Opinions. An opinion of Robin J. Irwin, counsel to the Company,           addressed
to the Agent and the Banks;  





        (e)    Payment
of Fees. Evidence of payment by the Company of all accrued and           unpaid fees,
costs and expenses to the extent then due and payable on the           Closing Date;
including any such costs, fees and expenses arising under or           referenced in Sections
2.9 and 10.4;  





        (f)    Certificate.
A certificate signed by a Responsible Officer, dated as of           the Closing Date,
stating that:  





	 	        (i)              the
representations and warranties contained in Article V are true and correct           on
and as of such date, as though made on and as of such date;  







	 	        (ii)              no
Default or Event of Default exists or would result from the initial           Borrowing;
and  







	 	        (iii)              there
has occurred since May 29, 2003, no event or circumstance that has
          resulted or could reasonably be expected to result in a Material Adverse
Effect;  







        (g)    Other
Documents. Such other approvals, opinions, documents or materials           as the
Agent or any Bank may reasonably request.  





        4.2.    Conditions
to All Borrowings. The obligation of each Bank to make any           Loan to be made
by it (including its initial Loan) is subject to the           satisfaction of the
following conditions precedent on the relevant Borrowing           Date:  





        (a)    Notice
of Borrowing. The Agent shall have received a Notice of Borrowing           in
substantially the same form as Exhibit 2.4(a);  





        (b)    Continuation
of Representations and Warranties. The representations and           warranties in
Article V shall be true and correct on and as of such Borrowing           Date with the
same effect as if made on and as of such Borrowing Date (except to           the extent
such representations and warranties expressly refer to an earlier           date, in
which case they shall be true and correct as of such earlier date); and  





        (c)    No
Existing Default. No Default or Event of Default shall exist or shall
          result from such Borrowing.  





Each Notice of Borrowing submitted by
the Company hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each Borrowing Date, that the
conditions in Section 4.2 are satisfied. 



ARTICLE V 
REPRESENTATIONS
AND WARRANTIES 



        The
Company represents and warrants to the Agent and each Bank that: 




-25- 









        5.1.    Corporate
Existence and Power. The Company and each of 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
the power and authority and all governmental licenses, authorizations,           consents
and approvals to own its assets, carry on its business and to execute,           deliver,
and perform its obligations under the Loan Documents;  





        (c)              is
duly qualified as a foreign corporation and is licensed and in good standing
          under the laws of each jurisdiction where its ownership, lease or operation of
          property or the conduct of its business requires such qualification or license;
          and  





        (d)              is
in compliance with all Requirements of Law; except, with respect to clauses           (c)
and (d), to the extent that the failure to do so could not reasonably be
          expected to have a Material Adverse Effect.  





        5.2.    Corporate
Authorization; No Contravention. The execution, delivery and           performance by
the Company and its Subsidiaries of this Agreement and each other           Loan Document
to which such Person is party, have been duly authorized by all           necessary
corporate action, and do not and will not:  





        (a)              contravene
the terms of any of that Person’s Organization Documents;  





        (b)              conflict
with or result in any breach or contravention of, or the creation of           any Lien
under, any document evidencing any Contractual Obligation to which such           Person
is a party or any order, injunction, writ or decree of any Governmental
          Authority to which such Person or its property is subject; or  





        (c)              violate
any Requirement of Law, except to the extent that such violation could           not
reasonably be expected to have a Material Adverse Effect.  





        5.3.    Governmental
Authorization. No approval, consent, exemption,           authorization, or other
action by, or notice to, or filing with, any           Governmental Authority is
necessary or required in connection with the           execution, delivery or performance
by, or enforcement against, the Company or           any of its Subsidiaries of the
Agreement or any other Loan Document.  





        5.4.    Binding
Effect. This Agreement and each other Loan Document to which the           Company or
any of its Subsidiaries is a party constitute the legal, valid and           binding
obligations of the Company and any of its Subsidiaries to the extent it           is a
party thereto, enforceable against such Person in accordance with their
          respective terms, except as enforceability may be limited by applicable
          bankruptcy, insolvency, or similar laws affecting the enforcement of
          creditors’ rights generally or by equitable principles relating to
          enforceability.  




-26- 











        5.5.    Litigation.
There are no actions, suits, proceedings, claims or disputes           pending, or to the
best knowledge of the Company, threatened or contemplated, at           law, in equity,
in arbitration or before any Governmental Authority, against the           Company, or
its Subsidiaries or any of their respective properties which:  





        (a)              purport
to affect or pertain to this Agreement or any other Loan Document, or           any of
the transactions contemplated hereby or thereby; or  





        (b)              if
determined adversely to the Company or its Subsidiaries, would reasonably be
          expected to have a Material Adverse Effect. No injunction, writ, temporary
          restraining order or any order of any nature has been issued by any court or
          other Governmental Authority purporting to enjoin or restrain the execution,
          delivery or performance of this Agreement or any other Loan Document, or
          directing that the transactions provided for herein or therein not be
          consummated as herein or therein provided.  





        5.6.    No
Default. No Default or Event of Default exists or would result from           the
incurring of any Obligations by the Company or the execution, delivery and
          performance of a Guaranty by any Subsidiary. As of the Closing Date, neither
the           Company nor any Subsidiary is in default under or with respect to any
          Contractual Obligation in any respect which, individually or together with all
          such defaults, could reasonably be expected to have a Material Adverse Effect,
          or that would, if such default had occurred after the Closing Date, create an
          Event of Default under subsection 8.1 (e).  





        5.7.    ERISA
Compliance.  





        (a)              During
the twelve-consecutive-month period prior to the date of the execution           and
delivery of this Agreement or the making of any Loan hereunder, (i) no
          steps have been taken to terminate any Pension Plan and (ii) no
          contribution failure has occurred with respect to any Pension Plan sufficient
to           give rise to a lien under Section 302(f) of ERISA. No condition exists
or           event or transaction has occurred with respect to any Pension Plan which
might           result in the incurrence by the Company or any Subsidiary of any material
          liability, fine or penalty.  





        (b)              All
contributions (if any) have been made to any Multiemployer Plan that are
          required to be made by the Company or any other member of the Controlled Group
          under the terms of the plan or of any collective bargaining agreement or by
          applicable law; neither the Company nor any member of the Controlled Group has
          withdrawn or partially withdrawn from any Multiemployer Plan (except a single
          withdrawal, with respect to which the liability of the Company and the members
          of the Controlled Group shall not exceed $1,000,000), incurred any withdrawal
          liability with respect to any such plan, received notice of any claim or demand
          for withdrawal liability or partial withdrawal liability from any such plan,
and           no condition has occurred which, if continued, might result in a withdrawal
or           partial withdrawal from any such plan; and neither the Company nor any
member of           the Controlled Group has received any notice that any Multiemployer
Plan is in           reorganization, that increased contributions may be required to
avoid a           reduction in plan benefits or the imposition of any excise tax, that
any such           plan is or has been funded at a rate less than that required under
          Section 412 of the Code, that any such plan is or may be terminated, or
          that any such plan is or may become insolvent.  




-27- 











        5.8    .Use
of Proceeds; Margin Regulations. The proceeds of the Loans are to be           used
solely for the purposes set forth in and permitted by Section 6.12 and Section 7.7.
Neither the Company nor           any Subsidiary is generally engaged in the business of
purchasing or selling           Margin Stock or extending credit for the purpose of
purchasing or carrying           Margin Stock.  





        5.9.    Title
to Properties. The Company and each Subsidiary have good record and
          marketable title in fee simple to, or valid leasehold interests in, all real
          property necessary or used in the ordinary conduct of their respective
          businesses, except for such defects in title as could not, individually or in
          the aggregate, have a Material Adverse Effect. The property of the Company and
          its Subsidiaries is subject to no Liens, other than Permitted Liens.  





        5.10.    Taxes.
The Company and its Subsidiaries have filed all Federal and other           material tax
returns and reports required to be filed, and have paid all Federal           and other
material taxes, assessments, fees and other governmental charges           levied or
imposed upon them or their properties, income or assets otherwise due           and
payable, except those which are being contested in good faith by appropriate
          proceedings and for which adequate reserves have been provided in accordance
          with GAAP. There is no proposed tax assessment against the Company or any
          Subsidiary that would, if made, have a Material Adverse Effect.  





        5.11.    Financial
Condition.  





        (a)              The
audited consolidated financial statements of the Company and its           Subsidiaries
dated May 29, 2003 and the unaudited consolidated financial           statements of the
Company and its Subsidiaries dated February 28, 2004, and the           related
consolidated statements of income or operations, shareholders’          equity and
cash flows for the fiscal year or period ended on such dates:  





	 	        (i)              were
prepared in accordance with GAAP consistently applied throughout the period
          covered thereby, except as otherwise expressly noted therein;  







	 	        (ii)              fairly
present the financial condition of the Company and its Subsidiaries as of           the
date thereof and results of operations for the period covered thereby; and  







	 	        (iii)              show
all material indebtedness and other liabilities, direct or contingent, of           the
Company and its consolidated Subsidiaries as of the date thereof, including
          liabilities for taxes, material commitments and Contingent Obligations.  







        (b)              Since
May 29, 2003, there has been no Material Adverse Effect.  





        5.12.    Environmental
Matters. The Company and its Subsidiaries conduct in the           ordinary course of
business a review of the effect of existing Environmental           Laws and existing
Environmental Claims on its business, operations and           properties, and as a
result thereof the Company has reasonably concluded that           such Environmental
Laws and Environmental Claims could not, individually or in           the aggregate,
reasonably be expected to have a Material Adverse Effect.  




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        5.13.    Regulated
Entities. None of the Company, any Person controlling the           Company, or any
Subsidiary, is an “Investment Company” within the           meaning of the
Investment Company Act of 1940. The Company is not subject to           regulation under
the Public Utility Holding Company Act of 1935, the Federal           Power Act, the
Interstate Commerce Act, any state public utilities code, or any           other Federal
or state statute or regulation limiting its ability to incur           Indebtedness.  





        5.14.    No
Burdensome Restrictions. Neither the Company nor any Subsidiary is a           party
to or bound by any Contractual Obligation, or subject to any restriction           in any
Organization Document, or any Requirement of Law, which could reasonably           be
expected to have a Material Adverse Effect.  





        5.15.    Copyrights,
Patents, Trademarks and Licenses, Etc. The Company or its           Subsidiaries own
or are licensed or otherwise have the right to use all of the           patents,
trademarks, service marks, trade names, copyrights, contractual           franchises,
authorizations and other rights that are reasonably necessary for           the operation
of their respective businesses, without conflict with the rights           of any other
Person, except to the extent any such conflict could not reasonably           be expected
to have a Material Adverse Effect. To the best knowledge of the           Company, no
slogan or other advertising device, product, process, method,           substance, part
or other material now employed, or now contemplated to be           employed, by the
Company or any Subsidiary infringes upon any rights held by any           other Person.
No claim or litigation regarding any of the foregoing is pending           or threatened,
and no patent, invention, device, application, principle or any           statute, law,
rule, regulation, standard or code is pending or, to the knowledge           of the
Company, proposed, which, in either case, could reasonably be expected to           have
a Material Adverse Effect.  





        5.16.    Subsidiaries.
As of the Closing Date, the Company has no Subsidiaries           other than those
specifically disclosed in part (a) of Schedule 5.16          hereto and, except as
specifically disclosed in part (b) of Schedule           5.16, has no equity
investments in any other corporation or entity, which,           as to any one
corporation or entity, are equal to or greater than 20% of the           aggregate
ownership interests in such corporation or entity or the value of           which equity
investments in any one corporation or entity is equal to or greater           than
$100,000.  





        5.17.    Insurance.
The properties of the Company and its Subsidiaries are insured           with financially
sound and reputable insurance companies not Affiliates of the           Company, in such
amounts, with such deductibles and covering such risks as are           customarily
carried by companies engaged in similar businesses and owning           similar
properties in localities where the Company or such Subsidiary operates.  





        5.18.    Full
Disclosure. None of the representations or warranties made by the           Company
or any Subsidiary in the Loan Documents as of the date such           representations and
warranties are made or deemed made, and none of the           statements contained in any
exhibit, report, statement or certificate furnished           by or on behalf of the
Company or any Subsidiary in connection with the Loan           Documents (including the
offering and disclosure materials delivered by or on           behalf of the Company to
the Banks prior to the Closing Date), contains any           untrue statement of a
material fact or omits any material fact required to be           stated therein or
necessary to make the statements made therein, in light of the           circumstances
under which they are made, not misleading as of the time when made           or
delivered.  




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        5.19.    Subsidiary
Indebtedness. No Subsidiary has outstanding any Contingent           Obligations with
respect to Indebtedness of the Company.  





ARTICLE VI 
AFFIRMATIVE
COVENANTS  



        So
long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 



        6.1.    Financial
Statements. The Company shall deliver to the Agent and the           Banks, in form
and detail satisfactory to the Agent and the Majority Banks:  





        (a)              as
soon as available, but not later than 110 days after the end of each fiscal
          year, a copy of the audited consolidated balance sheet of the Company and its
          Subsidiaries as at the end of such year and the related consolidated statements
          of income or operations, shareholders’ equity and cash flows for such
year,           setting forth in each case in comparative form the figures for the
previous           fiscal year, and accompanied by the opinion of Ernst & Young LLP
or another           nationally-recognized independent public accounting firm (“Independent
          Auditor”) which report shall state that such consolidated financial
          statements present fairly the financial position for the periods indicated in
          conformity with GAAP applied on a basis consistent with prior years. Such
          opinion shall not be qualified or limited because of a restricted or limited
          examination by the Independent Auditor of any material portion of the
          Company’s or any Subsidiary’s records;  





        (b)              as
soon as available, but not later than 60 days after the end of each of the
          first three fiscal quarters of each fiscal year, a copy of the unaudited
          consolidated balance sheet of the Company and its Subsidiaries as of the end of
          such quarter and the related consolidated statements of income,
          shareholders’ equity and cash flows for the period commencing on the first
          day and ending on the last day of such quarter, and certified by a Responsible
          Officer as fairly presenting, in accordance with GAAP (subject to ordinary,
good           faith year-end audit adjustments), the financial position and the results
of           operations of the Company and the Subsidiaries.  





        6.2.    Certificates;
Other Information. The Company shall furnish to the Agent           and the Banks:  





        (a)              concurrently
with the delivery of the financial statements referred to in           subsections 6.1(a)
and 6.1(b), a Compliance Certificate executed by a           Responsible Officer in
substantially the same form as Exhibit 6.2(a) hereto;  





        (b)              promptly,
copies of all financial statements and reports that the Company sends           to its
shareholders, and copies of all financial statements and regular,           periodical or
special reports (including Forms 10K, 10Q and 8K) that the Company           or any
Subsidiary may make to, or file with, the SEC, any securities exchange or           the
National Association of Securities Dealers, Inc.; and  




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        (c)              promptly,
such additional information regarding the business, financial or           corporate
affairs of the Company or any Subsidiary as the Agent, at the request           of any
Bank, may from time to time request.  





        6.3.    Notices.
The Company shall promptly notify the Agent and each Bank:  





        (a)              of
the occurrence of any Default or Event of Default, and of the occurrence or
          existence of any event or circumstance that foreseeably will become a Default
or           Event of Default;  





        (b)              of
any matter that has resulted or may result in a Material Adverse Effect,
          including (i) breach or non-performance of, or any default under, a
          Contractual Obligation of the Company or any Subsidiary; (ii) any dispute,
          litigation, investigation, proceeding or suspension between the Company or any
          Subsidiary and any Governmental Authority; or (iii) the commencement of,
or           any material development in, any litigation or proceeding affecting the
Company           or any Subsidiary; including pursuant to any applicable Environmental
Laws;  





        (c)              of
the institution of any steps by any member of the Controlled Group or any           other
Person to terminate any Pension Plan, or the failure of any member of the
          Controlled Group to make a required contribution to any Pension Plan (if such
          failure is sufficient to give rise to a lien under Section 302(f) of
ERISA)           or to any Multiemployer Plan, or the taking of any action with respect
to a           Pension Plan which could result in the requirement that the Company
furnish a           bond on or other security to the PBGC or such Pension Plan, or the
occurrence of           any event with respect to any Pension Plan or Multiemployer Plan
which could           result in the incurrence by any member of the Controlled Group of
any material           liability, fine or penalty (including any claim or demand for
withdrawal           liability or partial withdrawal from any Multiemployer Plan), or any
material           increase in the contingent liability of the Company with respect to
any           post-retirement Welfare Plan benefit, or any notice that any Multiemployer
Plan           is in reorganization, that increased contributions may be required to
avoid a           reduction in plan benefits or the imposition of an excise tax, that any
such           plan is or has been funded at a rate less than that required under
          Section 412 of the Code, that any such plan is or may be terminated or
that           any such plan is or may become insolvent;  





        (d)              of
any material change in accounting policies or financial reporting practices           by
the Company or any of its consolidated Subsidiaries.  





        Each
notice under this Section shall be accompanied by a written statement by a
Responsible Officer setting forth details of the occurrence referred to therein, and
stating what action the Company or any affected Subsidiary proposes to take with respect
thereto and at what time. Each notice under subsection 6.3(a) shall describe
with particularity any and all clauses or provisions of this Agreement or other Loan
Document that have been (or foreseeably will be) breached or violated. 



        6.4.    Preservation
of Corporate Existence, Etc. The Company shall, and shall           cause each
Subsidiary to:  





        (a)              preserve
and maintain in full force and effect its corporate existence and good           standing
under the laws of its state or jurisdiction of incorporation;  




-31- 











        (b)              preserve
and maintain in full force and effect all governmental rights,           privileges,
qualifications, permits, licenses and franchises necessary or           desirable in the
normal conduct of its business except in connection with           transactions permitted
by Section 7.3 and sales of assets permitted           by Section 7.2.  





        (c)              use
reasonable efforts, in the ordinary course of business, to preserve its
          business organization and goodwill; and  





        (d)              preserve
or renew all of its registered patents, trademarks, trade names and           service
marks, the non-preservation of which could reasonably be expected to           have a
Material Adverse Effect.  





        6.5.    Maintenance
of Property. The Company shall maintain, and shall cause each           Subsidiary to
maintain, and preserve all its property which is used or useful in           its business
in good working order and condition, ordinary wear and tear           excepted and make
all necessary repairs thereto and renewals and replacements           thereof except
where the failure to do so could not reasonably be expected to           have a Material
Adverse Effect.  





        6.6.    Insurance.
The Company shall maintain, and shall cause each Subsidiary to           maintain, with
financially sound and reputable independent insurers, insurance           with respect to
its properties and business against loss or damage of the kinds           customarily
insured against by Persons engaged in the same or similar business,           of such
types and in such amounts as are customarily carried under similar
          circumstances by such other Persons.  





        6.7.    Payment
of Obligations. The Company shall, and shall cause each           Subsidiary to, pay
and discharge as the same shall become due and payable, all           their respective
obligations and liabilities, including:  





        (a)              all
tax liabilities, assessments and governmental charges or levies upon it or           its
properties or assets, unless the same are being contested in good faith by
          appropriate proceedings and adequate reserves in accordance with GAAP are being
          maintained, by the Company or such Subsidiary;  





        (b)              all
lawful claims which, if unpaid, would by law become a Lien upon its           property;
and  





        (c)              all
indebtedness, as and when due and payable, but subject to any subordination
          provisions contained in any instrument or agreement evidencing such
          Indebtedness.  





        6.8.    Compliance
with Laws. The Company shall comply, and shall cause each           Subsidiary to
comply, in all material respects with all Requirements of Law of           any
Governmental Authority having jurisdiction over it or its business           (including
the Federal Fair Labor Standards Act), except as such may be           contested in good
faith or as to which a bona fide dispute may exist.  




-32- 











        6.9.    Employee
Benefit Plans. The Company shall maintain, and cause each of its
          Subsidiaries to maintain, each Pension Plan in substantial compliance with all
          applicable requirements of law and regulations.  





        6.10.    Accounting;
Inspection of Property and Books and Records. The Company           shall maintain a
system of accounting (established and administered in           accordance with sound
business practices to permit preparation of financial           statements in accordance
with GAAP consistently applied, and to comply with the           requirements of this
Agreement and the other Loan Documents. The Company shall           maintain and shall
cause each Subsidiary to maintain proper books of record and           account, in which
full, true and correct entries in conformity with GAAP           consistently applied
shall be made of all financial transactions and matters           involving the assets
and business of the Company and such Subsidiary. The           Company shall permit, and
shall cause each Subsidiary to permit, representatives           and independent
contractors of the Agent or any Bank to visit and inspect any of           their
respective properties, to examine their respective corporate, financial           and
operating records, and make copies thereof or abstracts therefrom, and to
          discuss their respective affairs, finances and accounts with their respective
          directors, officers, and independent public accountants, all at the expense of
          the Company and at such reasonable times during normal business hours and as
          often as may be reasonably desired, upon reasonable advance notice to the
          Company; provided, however, when an Event of Default exists the Agent or any
          Bank may do any of the foregoing at the expense of the Company at any time
          during normal business hours and without advance notice.  





        6.11.    Environmental
Laws. The Company shall, and shall cause each Subsidiary           to, conduct its
operations and keep and maintain its property in compliance with           all
Environmental Laws except to the extent any such noncompliance could not
          reasonably be expected to have a Material Adverse Effect.  





        6.12.    Use
of Proceeds. The Company shall use the proceeds of the Loans for           working
capital, capital expenditures, commercial paper backup and other general
          corporate purposes not in contravention of any Requirement of Law or of any
Loan           Document.  





        6.13.    Contingent
Obligations. If any Subsidiary shall have any Contingent           Obligations with
respect to any Indebtedness of the Company, the Company shall           cause such
Subsidiary to take such actions as are reasonably necessary, or as           the Agent or
any Bank may reasonably request from time to time, to guarantee the
          Obligations.  





ARTICLE VII 
NEGATIVE
COVENANTS  



        So
long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing: 



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        7.1.    Limitation
on Liens. The Company shall not, and shall not suffer or           permit any
Subsidiary to, directly or indirectly, make, create, incur, assume or           suffer to
exist any Lien upon or with respect to any part of its property,           whether now
owned or hereafter acquired, other than the following           (“Permitted Liens”):  





        (a)              Liens
for taxes not delinquent or for taxes being contested in good faith by
          appropriate proceedings and as to which adequate financial reserves have been
          established on the books and records of the Company or any Subsidiary;  





        (b)              Liens
(other than any Lien imposed by ERISA) created and maintained in the           ordinary
course of business which are not material in the aggregate, and which           would not
constitute or result in a Material Adverse Effect, and which           constitute (i) pledges
or deposits under worker’s compensation laws,           unemployment insurance laws
or similar legislation, (ii) good faith           deposits in connection with bids,
tenders, contracts or leases to which the           Company or a Subsidiary is a party
for a purpose other than borrowing money or           obtaining credit, including rent
security deposits, (iii) Liens imposed by           law, such as those of carriers,
warehousemen and mechanics, if payment of the           obligation secured thereby is not
yet due, (iv) Liens securing taxes,           assessments or other charges or levies
of any Governmental Authority not yet           subject to penalties for nonpayment, and
(v) pledges or deposits to secure           public or statutory obligations of the
Company or a Subsidiary, or surety,           customs or appeal bonds to which the
Company or a Subsidiary is a party;  





        (c)              Liens
affecting real property which constitute minor survey exceptions or           defects or
irregularities in title, minor encumbrances, easements or           reservations of, or
rights of others for, rights of way, sewers, electric lines,           telegraph and
telephone lines and other similar purposes, or zoning or other           restrictions as
to the use of such real property; provided, however, that all of           the foregoing,
in the aggregate, do not at any time materially detract from the           value of said
properties or materially impair their use in the operation of the           businesses of
the Company or any Subsidiary;  





        (d)              each
Lien described in Schedule 7.1 may be suffered to exist upon the           same
terms as those existing on the date hereof, but no extension or renewal           thereof
shall be permitted except for a refinancing in the ordinary course of           business
for an amount not in excess of the original amount subject to such           Lien;  





        (e)              purchase
money Liens upon or in property of the Company or a Subsidiary acquired           after
the Closing Date; provided, however, that no such Lien shall extend to or           cover
any other property of the Company or a Subsidiary or secure an amount in           excess
of the lesser of the purchase price or the market value of such property;           and  





        (f)              other
Liens provided that the aggregate outstanding amount of Indebtedness           secured by
all such other Liens shall not exceed $30,000,000 at any time after           the Closing
Date.  





        7.2.    Disposition
of Assets. The Company shall not, and shall not suffer or           permit any
Subsidiary to, directly or indirectly, sell, assign, lease, convey,           transfer or
otherwise dispose of (whether in one or a series of transactions)           any property
(including accounts and notes receivable, with or without recourse)           or enter
into any agreement to do any of the foregoing, except:           (a) inventory sold
in the ordinary course of business upon customary credit           terms and sales of
obsolete or damaged material or equipment, (b) sales of           assets in
connection with sale-leaseback transactions in an amount not to exceed
          $10,000,000 and (c) other sales of assets not to exceed 10% of the
          consolidated total assets of the Company and its Subsidiaries in any fiscal
year           of the Company ending after the Closing Date; except that (x) any
          Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the
          Company or any other Subsidiary; and (y) the Company may sell, lease,
          transfer or otherwise dispose of assets in excess of the limitations set forth
          above if the proceeds thereof (i) are used to purchase or are committed to
          purchase other property of a similar nature of at least equivalent value within
          one year of such sale, lease, transfer or other disposition or (ii) are
          used to prepay Senior Indebtedness (including the Loans) on a pro-rata basis.  




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        7.3.    Merger;
Purchase of Assets; Acquisitions; Etc. The Company shall not, and           shall not
suffer or permit any Subsidiary to purchase or otherwise acquire,           whether in
one or a series of transactions, all or a substantial portion of the           business,
assets, rights, revenues or property, real, personal or mixed,           tangible or
intangible, of any Person, or all or a substantial portion of the           capital stock
of or other ownership interest in any other Person; nor merge or           consolidate or
amalgamate with any other Person or take any other action having           a similar
effect, nor enter into any Joint Venture or similar arrangement with           any other
Person; provided, however, that this Section 7.3 shall not           prohibit any
Acquisition by the Company or any of its Subsidiaries of any Person           engaged in
substantially the same business as the Company or such Subsidiary if           (a) in
the case of an Acquisition of stock or a merger, the acquired Person           shall be
immediately merged with and into the Company or such Subsidiary which           shall be
the surviving corporation, and (b) immediately after such           Acquisition, no
Default or Event of Default shall exist or shall have occurred           and be
continuing and, prior to the consummation of such Acquisition, the           Company
shall have provided to the Bank a certificate of a Responsible Officer
          (attaching computations to demonstrate compliance with all financial covenants
          hereunder) stating that such Acquisition complies with this Section 7.3
and           will not cause a Default or Event of Default to occur or continue and that
any           other conditions under this Agreement and the other Loan Documents relating
to           such transaction have been satisfied; and provided, further, that this
          Section 7.3 shall not prohibit any merger or consolidation solely between
          or among the Company and its Subsidiaries, so long as the Company is the
          surviving person of such merger or consolidation.  





        7.4.    Loans
and Investments. The Company shall not and shall not suffer or           permit any
Subsidiary to make or commit to make any Investment, other than:           (a) Investments
in Cash Equivalents; (b) Investments in its existing           Subsidiaries; (c) Investments
in new Subsidiaries consisting of           partnerships or limited liability companies
engaged in the business of owning           and operating hotels or motels, movie
theaters or restaurants; (d) loans or           advances to franchisees not to
exceed $10,000,000, on a consolidated basis, in           the aggregate at any time after
the Closing Date; (e) Investments listed in           the attached Schedule 7.4,
(f) Investments (excluding contingent           liabilities) to owners of properties
or businesses managed by the Company or a           Subsidiary, consistent with the
Company’s existing business practices or           policies; (g) Investments,
consisting of contingent liabilities, to owners           of properties or businesses
managed by the Company or a Subsidiary not to exceed           $25,000,000, on a
consolidated basis, in the aggregate at any time after the           Closing Date; and
(h) other Investments (including contingent liabilities) not           to exceed
$10,000,000 on a consolidated basis, in the aggregate at any time           after the
Closing Date.  





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        7.5.    Limitation
on Subsidiary Indebtedness. The Company shall not permit any           Subsidiary to
create, incur, assume, suffer to exist, or otherwise become or           remain directly
or indirectly liable with respect to, any Indebtedness, except           Indebtedness,
which when added to the Indebtedness secured by Liens permitted           under Sections 7.1(d),
(e) and (f) shall not exceed           20% of Total Capitalization.  





        7.6.    Transactions
with Affiliates. The Company shall not, and shall not suffer           or permit any
Subsidiary to, enter into any transaction with any Affiliate of           the Company,
except upon fair and reasonable terms no less favorable to the           Company or such
Subsidiary than would obtain in a comparable arm’s-length           transaction with
a Person not an Affiliate of the Company or such Subsidiary.  





        7.7.    Use
of Proceeds. The Company shall not, and shall not suffer or permit           any
Subsidiary to, use any portion of the Loan proceeds, directly or indirectly,           (i) to
purchase or carry Margin Stock, (ii) to repay or otherwise           refinance
indebtedness of the Company or others incurred to purchase or carry           Margin
Stock, (iii) to extend credit for the purpose of purchasing or           carrying
any Margin Stock, or (iv) to acquire any security in any           transaction that
is subject to Section 13 or 14 of the Exchange Act.  





        7.8.    Restricted
Payments. The Company shall not, and shall not suffer or           permit any
Subsidiary to, declare or make any dividend payment or other           distribution of
assets, properties, cash, rights, obligations or securities on           account of any
shares of any class of its capital stock, or purchase, redeem or           otherwise
acquire for value any shares of its capital stock or any warrants,           rights or
options to acquire such shares, now or hereafter outstanding, if a           Default or
Event of Default has occurred and is continuing or would result from           any of the
foregoing.  





        7.9.    Change
in Business. The Company shall not, and shall not suffer or permit           any
Subsidiary to, change the nature of its business from that engaged in on the
          date hereof or engage in any other businesses other than those in which it is
          engaged on the date hereof or other than those related thereto.  





        7.10.    Accounting
Changes. The Company shall not, and shall not suffer or permit           any
Subsidiary to, make any significant change in accounting treatment or           reporting
practices, except as required by GAAP, or change the fiscal year of           the Company
or of any Subsidiary.  





        7.11.    Funded
Debt Ratio. The Company shall not permit or suffer the ratio of           Funded Debt
to Total Capitalization to exceed at any time 0.55 to 1.0.  





        7.12.    Fixed
Charge Coverage Ratio. The Company shall not permit or suffer the           ratio at
any fiscal quarter end for the four fiscal quarters then ending of           Adjusted
Consolidated Cash Flow to Interest and Rental Expense to be less than           3.0 to
1.0.  




-36- 











        7.13.    Subsidiary
Dividends. The Company shall not, and shall not permit any           Subsidiary to,
enter into any agreement that would restrict the ability of any           Subsidiary to
pay dividends.  





ARTICLE VIII 
EVENTS OF
DEFAULT  



        8.1.    Event
of Default. Any of the following shall constitute an “Event of           Default”:  





        (a)    Non-Payment.
The Company fails to pay, (i) when and as required to           be paid herein, any
amount of principal of any Loan, or (ii) within three           days after the same
becomes due, any interest, fee or any other amount payable           hereunder or under
any other Loan Document; or  





        (b)    Representation
or Warranty. Any representation or warranty by the Company           or any
Subsidiary made or deemed made herein, in any other Loan Document, or           which is
contained in any certificate, document or financial or other statement           by the
Company, any Subsidiary, or any Responsible Officer, furnished at any           time
under this Agreement, or in or under any other Loan Document, is incorrect           in
any material respect on or as of the date made or deemed made; or  





        (c)    Specific
Defaults. The Company fails to perform or observe any term,           covenant or
agreement contained in any of Section 6.1, 6.3, 6.4, 6.9 or
6.12 or in Article VII; or  





        (d)    Other
Defaults. The Company or any Subsidiary party thereto fails to           perform or
observe any other term or covenant contained in this Agreement or any           other
Loan Document, and such default shall continue unremedied for a period of           30
days after the earlier of (i) the date upon which a Responsible Officer
          knew or reasonably should have known of such failure or (ii) the date upon
          which written notice thereof is given to the Company by the Agent or any Bank;
          or  





        (e)    Cross-Default.
The Company or any Subsidiary (i) fails to make any           payment in respect of
any Indebtedness or Contingent Obligation having an           aggregate principal amount
(including undrawn committed or available amounts and           including amounts owing
to all creditors under any combined or syndicated credit           arrangement) of more
than $5,000,000 when due (whether by scheduled maturity,           required prepayment,
acceleration, demand, or otherwise) and such failure           continues after the
applicable grace or notice period, if any, specified in the           relevant document
on the date of such failure; or (ii) fails to perform or           observe any other
condition or covenant, or any other event shall occur or           condition exist, under
any agreement or instrument relating to any such           Indebtedness or Contingent
Obligation, and such failure continues after the           applicable grace or notice
period, if any, specified in the relevant document on           the date of such failure
if the effect of such failure, event or condition is to           cause, or to permit the
holder or holders of such Indebtedness or beneficiary or           beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such           holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to           be declared to be
due and payable prior to its stated maturity, or such           Contingent Obligation to
become payable or, cash collateral in respect thereof           to be demanded; or  





-37- 










        (f)    Insolvency;
Voluntary Proceedings. The Company or any Subsidiary           (i) ceases or
fails to be solvent, or generally fails to pay, or admits in           writing its
inability to pay, its debts as they become due, subject to           applicable grace
periods, if any, whether at stated maturity or otherwise;           (ii) voluntarily
ceases to conduct its business in the ordinary course;           (iii) commences any
Insolvency Proceeding with respect to itself; or           (iv) takes any action to
effectuate or authorize any of the foregoing; or  





        (g)    Involuntary
Proceedings. (i) any involuntary Insolvency Proceeding           is commenced or
filed against the Company or any Subsidiary, or any writ,           judgment, warrant of
attachment, execution or similar process, is issued or           levied against a
substantial part of the Company’s or any Subsidiary’s           properties, and
any such proceeding or petition shall not be dismissed, or such           writ, judgment,
warrant of attachment, execution or similar process shall not be           released,
vacated or fully bonded within 60 days after commencement, filing or           levy; (ii) the
Company or any Subsidiary admits the material allegations of           a petition against
it in any Insolvency Proceeding, or an order for relief (or           similar order under
non-U.S. law) is ordered in any Insolvency Proceeding; or           (iii) the
Company or any Subsidiary acquiesces in the appointment of a           receiver, trustee,
custodian, conservator, liquidator, mortgagee in possession           (or agent
therefor), or other similar Person for itself or a substantial portion           of its
property or business; or  





        (h)    Pension
Plans. (i) Institution of any steps by the Company or any           other Person
to terminate a Pension Plan if as a result of such termination the           Company
could be required to make a contribution to such Pension Plan, or could           incur a
liability or obligation to such Pension Plan, in excess of $10,000,000;           (ii) a
contribution failure occurs with respect to any Pension Plan           sufficient to give
rise to a Lien under Section 302(f) of ERISA; or           (iii) there shall
occur any withdrawal or partial withdrawal from a           Multiemployer Plan and the
withdrawal liability (without unaccrued interest) to           Multiemployer Plans as a
result of such withdrawal (including any outstanding           withdrawal liability that
the Company and the Controlled Group have incurred on           the date of such
withdrawal) exceeds $10,000,000; or  





        (i)    Monetary
Judgments. One or more non-interlocutory judgments,           non-interlocutory
orders, decrees or arbitration awards is entered against the           Company or any
Subsidiary involving in the aggregate a liability (to the extent           not covered by
independent third-party insurance as to which the insurer does           not dispute
coverage) as to any single or related series of transactions,           incidents or
conditions, of $10,000,000 or more, and the same shall remain           unvacated and
unstayed pending appeal for a period of 30 days after the entry           thereof; or  





        (j)    Non-Monetary
Judgments. Any non-monetary judgment, order or decree is           entered against
the Company or any Subsidiary which does or would reasonably be           expected to
have a Material Adverse Effect, and there shall be any period of 30           consecutive
days during which a stay of enforcement of such judgment or order,           by reason of
a pending appeal or otherwise, shall not be in effect; or  





        (k)    Change
of Control. There occurs any Change of Control; or  





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        (l)    Loss
of Licenses. The Company or any Subsidiary for any reason loses any
          material license, permit or franchise, or the Company or any Subsidiary suffers
          the imposition of any restraining order, escrow, suspension or impound of funds
          in connection with any proceeding (judicial or administrative) with respect to
          any material license, permit or franchise; or  





        (m)    Adverse
Change. There occurs a Material Adverse Effect.  





        8.2.    Remedies.
If any Event of Default occurs, the Agent shall, at the request           of, or may,
with the consent of, the Majority Banks,  





        (a)              declare
the commitment of each Bank to make Loans to be terminated, whereupon           such
commitments shall be terminated;  





        (b)              declare
the unpaid principal amount of all outstanding Loans, all interest           accrued and
unpaid thereon, and all other amounts owing or payable hereunder or           under any
other Loan Document to be immediately due and payable, without           presentment,
demand, protest or other notice of any kind, all of which are           hereby expressly
waived by the Company; and  





        (c)              exercise
on behalf of itself and the Banks all rights and remedies available to           it and
the Banks under the Loan Documents or applicable law;  





provided, however, that
upon the occurrence of any event specified in subsection (f) or (g) of
Section 8.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank to make
Loans shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become due and
payable without further act of the Agent or any Bank. 



        8.3.    Rights
Not Exclusive. The rights provided for in this Agreement and the           other Loan
Documents are cumulative and are not exclusive of any other rights,           powers,
privileges or remedies provided by law or in equity, or under any other
          instrument, document or agreement now existing or hereafter arising.  





ARTICLE IX 
THE AGENT  





        9.1.    Appointment
and Authorization. Each Bank hereby irrevocably (subject to Section 9.9)
appoints, designates and authorizes the Agent to take           such action on its behalf
under the provisions of this Agreement and each other           Loan Document and to
exercise such powers and perform such duties as are           expressly delegated to it
by the terms of this Agreement or any other Loan           Document, together with such
powers as are reasonably incidental thereto.           Notwithstanding any provision to
the contrary contained elsewhere in this           Agreement or in any other Loan
Document, the Agent shall not have any duties or           responsibilities, except those
expressly set forth herein, nor shall the Agent           have or be deemed to have any
fiduciary relationship with any Bank, and no           implied covenants, functions,
responsibilities, duties, obligations or           liabilities shall be read into this
Agreement or any other Loan Document or           otherwise exist against the Agent.  




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        9.2.    Delegation
of Duties. The Agent may execute any of its duties under this           Agreement or
any other Loan Document by or through agents, employees or           attorneys-in-fact
and shall be entitled to advice of counsel concerning all           matters pertaining to
such duties. The Agent shall not be responsible for the           negligence or
misconduct of any agent or attorney-in-fact that it selects with           reasonable
care.  





        9.3.    Liability
of Agent. None of the Agent-Related Persons shall (i) be           liable for
any action taken or omitted to be taken by any of them under or in           connection
with this Agreement or any other Loan Document or the transactions           contemplated
hereby (except for its own gross negligence or willful misconduct),           or (ii) be
responsible in any manner to any of the Banks for any recital,           statement,
representation or warranty made by the Company or any Subsidiary or           Affiliate
of the Company, or any officer thereof, contained in this Agreement or           in any
other Loan Document, or in any certificate, report, statement or other           document
referred to or provided for in, or received by the Agent under or in           connection
with, this Agreement or any other Loan Document, or the validity,
          effectiveness, genuineness, enforceability or sufficiency of this Agreement or
          any other Loan Document, or for any failure of the Company or any other party
to           any Loan Document to perform its obligations hereunder or thereunder. No
          Agent-Related Person shall be under any obligation to any Bank to ascertain or
          to inquire as to the observance or performance of any of the agreements
          contained in, or conditions of, this Agreement or any other Loan Document, or
to           inspect the properties, books or records of the Company or any of the
          Company’s Subsidiaries or Affiliates.  





        9.4.    Reliance
by Agent.  





        (a)              The
Agent shall be entitled to rely, and shall be fully protected in relying,           upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
          telegram, facsimile, telex or telephone message, statement or other document or
          conversation believed by it to be genuine and correct and to have been signed,
          sent or made by the proper Person or Persons, and upon advice and statements of
          legal counsel (including counsel to the Company), independent accountants and
          other experts selected by the Agent. The Agent shall be fully justified in
          failing or refusing to take any action under this Agreement or any other Loan
          Document unless it shall first receive such advice or concurrence of the
          Majority Banks as it deems appropriate and, if it so requests, it shall first
be           indemnified to its satisfaction by the Banks against any and all liability
and           expense which may be incurred by it by reason of taking or continuing to
take           any such action. The Agent shall in all cases be fully protected in
acting, or           in refraining from acting, under this Agreement or any other Loan
Document in           accordance with a request or consent of the Majority Banks and such
request and           any action taken or failure to act pursuant thereto shall be
binding upon all of           the Banks.  





        (b)              For
purposes of determining compliance with the conditions specified in Section 4.1,
each Bank that has executed this Agreement shall be           deemed to have consented
to, approved or accepted or to be satisfied with, each           document or other matter
either sent by the Agent to such Bank for consent,           approval, acceptance or
satisfaction, or required thereunder to be consented to           or approved by or
acceptable or satisfactory to the Bank.  





        9.5.    Notice
of Default. The Agent shall not be deemed to have knowledge or           notice of
the occurrence of any Default or Event of Default, except with respect           to
defaults in the payment of principal, interest and fees required to be paid           to
the Agent for the account of the Banks, unless the Agent shall have received
          written notice from a Bank or the Company referring to this Agreement,
          describing such Default or Event of Default and stating that such notice is a
          “notice of default”. The Agent will notify the Banks of its receipt
of           any such notice. The Agent shall take such action with respect to such
Default           or Event of Default as may be requested by the Majority Banks in
accordance with           Article VIII; provided, however, that unless and
until the Agent           has received any such request, the Agent may (but shall not be
obligated to)           take such action, or refrain from taking such action, with
respect to such           Default or Event of Default as it shall deem advisable or in
the best interest           of the Banks.  




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        9.6.    Credit
Decision. Each Bank acknowledges that none of the Agent-Related           Persons has
made any representation or warranty to it, and that no act by the           Agent
hereinafter taken, including any review of the affairs of the Company and           its
Subsidiaries, shall be deemed to constitute any representation or warranty           by
any Agent-Related Person to any Bank. Each Bank represents to the Agent that           it
has, independently and without reliance upon any Agent-Related Person and           based
on such documents and information as it has deemed appropriate, made its           own
appraisal of and investigation into the business, prospects, operations,
          property, financial and other condition and creditworthiness of the Company and
          its Subsidiaries, and all applicable bank regulatory laws relating to the
          transactions contemplated hereby, and made its own decision to enter into this
          Agreement and to extend credit to the Company hereunder. Each Bank also
          represents that it will, independently and without reliance upon any
          Agent-Related Person and based on such documents and information as it shall
          deem appropriate at the time, continue to make its own credit analysis,
          appraisals and decisions in taking or not taking action under this Agreement
and           the other Loan Documents, and to make such investigations as it deems
necessary           to inform itself as to the business, prospects, operations, property,
financial           and other condition and creditworthiness of the Company. Except for
notices,           reports and other documents expressly herein required to be furnished
to the           Banks by the Agent, the Agent shall not have any duty or responsibility
to           provide any Bank with any credit or other information concerning the
business,           prospects, operations, property, financial and other condition or
          creditworthiness of the Company which may come into the possession of any of
the           Agent-Related Persons.  





        9.7.    Indemnification.
Whether or not the transactions contemplated hereby are           consummated, the Banks
shall indemnify upon demand the Agent-Related Persons (to           the extent not
reimbursed by or on behalf of the Company and without limiting           the obligation
of the Company to do so), pro rata, from and against any and all           Indemnified
Liabilities; provided, however, that no Bank shall be           liable for
the payment to the Agent-Related Persons of any portion of such           Indemnified
Liabilities resulting solely from such Person’s gross           negligence or
willful misconduct. Without limitation of the foregoing, each Bank           shall
reimburse the Agent upon demand for its ratable share of any costs or
          out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
          connection with the preparation, execution, delivery, administration,
          modification, amendment or enforcement (whether through negotiations, legal
          proceedings or otherwise) of, or legal advice in respect of rights or
          responsibilities under, this Agreement, any other Loan Document, or any
document           contemplated by or referred to herein, to the extent that the Agent is
not           reimbursed for such expenses by or on behalf of the Company. The
undertaking in           this Section shall survive the payment of all Obligations
hereunder and the           resignation or replacement of the Agent.  




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        9.8.    Agent
in Individual Capacity. U.S. Bank National Association and its           Affiliates
may make loans to, issue letters of credit for the account of, accept           deposits
from, acquire equity interests in and generally engage in any kind of           banking,
trust, financial advisory, underwriting or other business with the           Company and
its Subsidiaries and Affiliates as though U.S. Bank National           Association were
not the Agent hereunder and without notice to or consent of the           Banks. The
Banks acknowledge that, pursuant to such activities, U.S. Bank           National
Association or its Affiliates may receive information regarding the           Company or
its Affiliates (including information that may be subject to           confidentiality
obligations in favor of the Company or such Subsidiary) and           acknowledge that
the Agent shall be under no obligation to provide such           information to them.
With respect to its Loans, U.S. Bank National Association           shall have the same
rights and powers under this Agreement as any other Bank and           may exercise the
same as though it were not the Agent, and the terms           “Bank” and “Banks” include
U.S. Bank National Association in           its individual capacity.  





        9.9.    Successor
Agent. The Agent may, and at the request of the Majority Banks           shall,
resign as Agent upon 30 days’ notice to the Banks. If the Agent           resigns
under this Agreement, the Majority Banks shall appoint from among the           Banks a
successor agent for the Banks. If no successor agent is appointed prior           to the
effective date of the resignation of the Agent, the Agent may appoint,           after
consulting with the Banks and the Company, a successor agent from among           the
Banks. Upon the acceptance of its appointment as successor agent hereunder,
          such successor agent shall succeed to all the rights, powers and duties of the
          retiring Agent and the term “Agent” shall mean such successor agent
          and the retiring Agent’s appointment, powers and duties as Agent shall be
          terminated. After any retiring Agent’s resignation hereunder as Agent, the
          provisions of this Article IX and Sections 10.4 and 10.5          shall
inure to its benefit as to any actions taken or omitted to be taken by it           while
it was Agent under this Agreement. If no successor agent has accepted
          appointment as Agent by the date which is 30 days following a retiring
          Agent’s notice of resignation, the retiring Agent’s resignation shall
          nevertheless thereupon become effective and the Banks shall perform all of the
          duties of the Agent hereunder until such time, if any, as the Majority Banks
          appoint a successor agent as provided for above.  





        9.10.    Withholding
Tax. If any Bank is a “foreign corporation, partnership           or trust” within
the meaning of the Code and such Bank claims exemption           from, or a reduction of,
U.S. withholding tax under the Code, such Bank agrees           with and in favor of the
Agent, to deliver to the Agent such forms as may be           required under the Code or
other laws of the United States as a condition to           exemption from, or reduction
of, United States withholding tax. Such Bank agrees           to promptly notify the
Agent of any change in circumstances which would modify           or render invalid any
claimed exemption or reduction.  





        (a)              If
any Bank claims exemption from, or reduction of, withholding tax under a           United
States tax treaty by providing IRS Form W-8BEN and such Bank sells,           assigns,
grants a participation in, or otherwise transfers all or part of the
          Obligations of the Company to such Bank, such Bank agrees to notify the Agent
of           the percentage amount in which it is no longer the beneficial owner of
          Obligations of the Company to such Bank. To the extent of such percentage
          amount, the Agent will treat such Bank’s IRS Form W-8BEN as no longer
          valid.  




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        (b)              If
any Bank claiming exemption from United States withholding tax by filing IRS
          Form W-8ECI with the Agent sells, assigns, grants a participation in, or
          otherwise transfers all or part of the Obligations of the Company to such Bank,
          such Bank agrees to undertake sole responsibility for complying with the
          withholding tax requirements imposed by the Code.  





        (c)              If
any Bank is entitled to a reduction in the applicable withholding tax, the
          Agent may withhold from any interest payment to such Bank an amount equivalent
          to the applicable withholding tax after taking into account such reduction. If
          the forms or other documentation required by subsection (a) of this
          Section are not delivered to the Agent, then the Agent may withhold from
          any interest payment to such Bank not providing such forms or other
          documentation an amount equivalent to the applicable withholding tax.  





        (d)              If
the IRS or any other Governmental Authority of the United States or other
          jurisdiction asserts a claim that the Agent did not properly withhold tax from
          amounts paid to or for the account of any Bank (because the appropriate form
was           not delivered, was not properly executed, or because such Bank failed to
notify           the Agent of a change in circumstances which rendered the exemption
from, or           reduction of, withholding tax ineffective, or for any other reason)
such Bank           shall indemnify the Agent fully for all amounts paid, directly or
indirectly, by           the Agent as tax or otherwise, including penalties and interest,
and including           any taxes imposed by any jurisdiction on the amounts payable to
the Agent under           this Section, together with all costs and expenses (including
Attorney Costs).           The obligation of the Banks under this subsection shall
survive the payment           of all Obligations and the resignation or replacement of
the Agent.  





        9.11.    Co-Documentation
Agents.           None of the Banks identified on the facing page of this Agreement
as a           “Co-Documentation Agent” shall have any right, power,
obligation,           liability, responsibility or duty under this Agreement other than
those           applicable to all Banks as such. Without limiting the foregoing, none of
the           Banks so identified as a “Co-Documentation Agent” shall have or
be           deemed to have any fiduciary relationship with any Bank. Each Bank
acknowledges           that it has not relied, and will not rely, on any of the Banks so
identified in           deciding to enter into this Agreement or in taking or not taking
action           hereunder.  





ARTICLE X

MISCELLANEOUS  



        10.1.    Amendments
and Waivers. No amendment or waiver of any provision of this           Agreement or
any other Loan Document, and no consent with respect to any           departure by the
Company or any applicable Subsidiary therefrom, shall be           effective unless the
same shall be in writing and signed by the Majority Banks           (or by the Agent at
the written request of the Majority Banks) and the Company           and acknowledged by
the Agent, and then any such waiver or consent shall be           effective only in the
specific instance and for the specific purpose for which           given; provided,
however, that no such waiver, amendment, or consent shall,           unless in writing
and signed by all the Banks and the Company and acknowledged           by the Agent, do
any of the following:  




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        (a)              increase
(except as provided in Section 2.6) or extend the           Commitment of any
Bank (or reinstate any Commitment terminated pursuant to Section 8.2);  





        (b)              postpone
or delay any date for any scheduled payment of principal or any date           for
payment of interest, fees or other amounts due to the Banks (or any of them)
          hereunder or under any other Loan Document;  





        (c)              reduce
the principal of, or the rate of interest specified herein on any Loan,           or
(subject to clause (ii) below) any fees or other amounts payable hereunder or
          under any other Loan Document;  





        (d)              change
the percentage of the Commitments or of the aggregate unpaid principal           amount
of the Loans which is required for the Banks or any of them to take any           action
hereunder; or  





        (e)              amend
this Section, or Section  2.14, or any provision herein           providing
for consent or other action by all Banks;  





and, provided further,
that: (i) no amendment, waiver or consent shall, unless in writing and signed by the
Agent in addition to the Majority Banks or all the Banks, as the case may be, affect the
rights or duties of the Agent under this Agreement or any other Loan Document; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender
in addition to the Majority Banks or all the Banks, as the case may be, affect the rights
or duties of the Swingline Lender under this Agreement or any other Loan Document; and
(iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto. 



        10.2.    Notices.  





        (a)              All
notices, requests and other communications shall be in writing (including,
          unless the context expressly otherwise provides, by facsimile transmission,
          provided that any matter transmitted by the Company by facsimile (i)  shall
          be immediately confirmed by a telephone call to the recipient at the number
          specified on Schedule 10.2, and (ii) shall be followed promptly by
          delivery of a hard copy original thereof) and mailed, faxed or delivered, to
the           address or facsimile number specified for notices on Schedule 10.2 or,
as           directed to the Company or the Agent, to such other address as shall be
          designated by such party in a written notice to the other parties, and as
          directed to any other party, at such other address as shall be designated by
          such party in a written notice to the Company and the Agent.  





        (b)              All
such notices, requests and communications shall, when transmitted by           overnight
delivery, or faxed, be effective when delivered for overnight           (next-day)
delivery, or transmitted in legible form by facsimile machine,           respectively, or
if mailed, upon the third Business Day after the date deposited           into the U.S.
mail, or if delivered, upon delivery; except that notices pursuant           to Article
II or IX shall not be effective until actually received by the Agent.  





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        (c)              Any
agreement of the Agent and the Banks herein to receive certain notices by
          telephone or facsimile is solely for the convenience and at the request of the
          Company. The Agent and the Banks shall be entitled to rely on the authority of
          any Person purporting to be a Person authorized by the Company to give such
          notice and the Agent and the Banks shall not have any liability to the Company
          or other Person on account of any action taken or not taken by the Agent or the
          Banks in reliance upon such telephonic or facsimile notice. The obligation of
          the Company to repay the Loans shall not be affected in any way or to any
extent           by any failure by the Agent and the Banks to receive written
confirmation of any           telephonic or facsimile notice or the receipt by the Agent
and the Banks of a           confirmation which is at variance with the terms understood
by the Agent and the           Banks to be contained in the telephonic or facsimile
notice.  





        10.3.    No
Waiver; Cumulative Remedies. No failure to exercise and no delay in
          exercising, on the part of the Agent or any Bank, any right, remedy, power or
          privilege hereunder, shall operate as a waiver thereof; nor shall any single or
          partial exercise of any right, remedy, power or privilege hereunder preclude
any           other or further exercise thereof or the exercise of any other right,
remedy,           power or privilege.  





        10.4.    Costs
and Expenses. The Company shall:  





        (a)              whether
or not the transactions contemplated hereby are consummated, pay or           reimburse
U.S. Bank National Association (including in its capacity as Agent)           within ten
days after demand (subject to subsection 4.1(e)) for all           costs and
expenses incurred by U.S. Bank National Association (including in its           capacity
as Agent) in connection with the development, preparation, delivery,
          administration and execution of, and any amendment, supplement, waiver or
          modification to (in each case, whether or not consummated), this Agreement, any
          Loan Document and any other documents prepared in connection herewith or
          therewith, and the consummation of the transactions contemplated hereby and
          thereby, including reasonable Attorney Costs incurred by U.S. Bank National
          Association (including in its capacity as Agent) with respect thereto; and  





        (b)              pay
or reimburse the Agent and each Bank within ten days after demand (subject           to
subsection 4.1(e)) for all costs and expenses (including Attorney
          Costs) incurred by them in connection with the enforcement, attempted
          enforcement, or preservation of any rights or remedies under this Agreement or
          any other Loan Document during the existence of an Event of Default or after
          acceleration of the Loans (including in connection with any “workout”          or
restructuring regarding the Loans, and including in any Insolvency Proceeding
          or appellate proceeding)  





        10.5.    Indemnity.
Whether or not the transactions contemplated hereby are           consummated, the
Company shall indemnify and hold the Agent-Related Persons, and           each Bank and
each of its respective officers, directors, employees, counsel,           agents and
attorneys-in-fact (each, an “Indemnified Person”)           harmless
from and against any and all liabilities, obligations, losses, damages,
          penalties, actions, judgments, suits, costs, charges, expenses and
disbursements           (including Attorney Costs) of any kind or nature whatsoever which
may at any           time (including at any time following repayment of the Loans and the
          termination, resignation or replacement of the Agent or replacement of any
Bank)           be imposed on, incurred by or asserted against any such Person in any way
          relating to or arising out of this Agreement or any document contemplated by or
          referred to herein, or the transactions contemplated hereby, or any action
taken           or omitted by any such Person under or in connection with any of the
foregoing,           including with respect to any investigation, litigation or
proceeding (including           any Insolvency Proceeding or appellate proceeding)
related to or arising out of           this Agreement or the Loans or the use of the
proceeds thereof, whether or not           any Indemnified Person is a party thereto (all
the foregoing, collectively, the “Indemnified Liabilities”); provided,
that the Company shall           have no obligation hereunder to any Indemnified Person
with respect to           Indemnified Liabilities resulting solely from the gross
negligence or willful           misconduct of such Indemnified Person. The agreements in
this Section shall           survive payment of all other Obligations.  




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        10.6.    Payments
Set Aside. To the extent that the Company makes a payment to the           Agent or
the Banks, or the Agent or the Banks exercise their right of set-off,           and such
payment or the proceeds of such set-off or any part thereof are           subsequently
invalidated, declared to be fraudulent or preferential, set aside           or required
(including pursuant to any settlement entered into by the Agent or           such Bank in
its discretion) to be repaid to a trustee, receiver or any other           party, in
connection with any Insolvency Proceeding or otherwise, then           (a) to the
extent of such recovery the obligation or part thereof           originally intended to
be satisfied shall be revived and continued in full force           and effect as if such
payment had not been made or such set-off had not           occurred, and (b) each
Bank severally agrees to pay to the Agent upon           demand its pro rata share of any
amount so recovered from or repaid by the           Agent.  





        10.7.    Successors
and Assigns. The provisions of this Agreement shall be binding           upon and
inure to the benefit of the parties hereto and their respective           successors and
assigns, except that the Company may not assign or transfer any           of its rights
or obligations under this Agreement without the prior written           consent of the
Agent and each Bank.  





        10.8.    Assignments,
Participations, Etc. Any Bank may, with the written consent           of the Company
at all times other than during the existence of an Event of           Default and the
Agent, which consents shall not be unreasonably withheld, at any           time assign
and delegate to one or more Eligible Assignees (provided that no           written
consent of the Company or the Agent shall be required in connection with           any
assignment and delegation by a Bank to an Eligible Assignee that is an
          Affiliate of such Bank) (each an “Assignee”) all, or any
          ratable part of all, of the Loans, the Commitments and the other rights and
          obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided,
however, that the Company and the Agent may continue to           deal solely and
directly with such Bank in connection with the interest so           assigned to an
Assignee until: (i) written notice of such assignment (in           substantially
the form of the Notice of Assignment and Acceptance attached           hereto as Exhibit
10.8(i)), shall have been given to the Company and the           Agent by such Bank
and the Assignee; (ii) such Bank and its Assignee shall           have delivered to
the Company and the Agent an Assignment and Acceptance           Agreement in
substantially the form of Exhibit 10.8(ii)          (“Assignment and
Acceptance”); and (iii) the assignor Bank           or Assignee has paid to
the Agent a processing fee in the amount of $3,500           (including, without
limitation, in connection with any assignment by a Bank to a           Bank).  





        (a)              From
and after the date that the Agent notifies the assignor Bank that it has
          received (and provided its consent with respect to) an executed Assignment and
          Acceptance and payment of the above-referenced processing fee: (i) the
          Assignee thereunder shall be a party hereto and, to the extent that rights and
          obligations hereunder have been assigned to it pursuant to such Assignment and
          Acceptance, shall have the rights and obligations of a Bank under the Loan
          Documents; and (ii) the assignor Bank shall, to the extent that rights and
          obligations hereunder and under the other Loan Documents have been assigned by
          it pursuant to such Assignment and Acceptance, relinquish its rights and be
          released from its obligations under the Loan Documents.  





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        (b)              Within
five Business Days after its receipt of notice by the Agent that it has
          received an executed Assignment and Acceptance and payment of the processing
          fee, (and provided that it consents to such assignment in accordance with subsection 10.8(a)),
the Company shall execute and deliver to the           Agent, new Notes evidencing such
Assignee’s assigned Loans and Commitment           and, if the assignor Bank has
retained a portion of its Loans and its           Commitment, replacement Notes in the
principal amount of the Loans retained by           the assignor Bank (such Notes to be
in exchange for, but not in payment of, the           Notes held by such Bank).
Immediately upon each Assignee’s making its           processing fee payment under
the Assignment and Acceptance, this Agreement shall           be deemed to be amended to
the extent, but only to the extent, necessary to           reflect the addition of the
Assignee and the resulting adjustment of the           Commitments arising therefrom. The
Commitment allocated to each Assignee shall           reduce such Commitments of the
assigning Bank protanto.  





        (c)              Any
Bank may at any time sell to one or more commercial banks or other Persons           not
Affiliates of the Company (a “Participant”) participating
          interests in any Loans, the Commitment of that Bank and the other interests of
          that Bank (the “originating Bank”) hereunder and under the other Loan
          Documents; provided, however, that (i) the originating
          Bank’s obligations under this Agreement shall remain unchanged,
          (ii) the originating Bank shall remain solely responsible for the
          performance of such obligations, (iii) the Company and the Agent shall
          continue to deal solely and directly with the originating Bank in connection
          with the originating Bank’s rights and obligations under this Agreement
and           the other Loan Documents, and (iv) no Bank shall transfer or grant any
          participating interest under which the Participant has rights to approve any
          amendment to, or any consent or waiver with respect to, this Agreement or any
          other Loan Document, except to the extent such amendment, consent or waiver
          would require unanimous consent of the Banks as described in the first proviso to
Section 10.1. In the case of any such           participation, the
Participant shall be entitled to the benefit of Sections           3.1, 3.3 and
10.5 as though it were also a Bank hereunder, and           if amounts outstanding
under this Agreement are due and unpaid, or shall have           been declared or shall
have become due and payable upon the occurrence of an           Event of Default, each
Participant shall be deemed to have the right of set-off           in respect of its
participating interest in amounts owing under this Agreement           to the same extent
as if the amount of its participating interest were owing           directly to it as a
Bank under this Agreement.  





        (d)              Notwithstanding
any other provision in this Agreement, any Bank may at any time           create a
security interest in, or pledge, all or any portion of its rights under           and
interest in this Agreement and the Note held by it in favor of any Federal
          Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury
          Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such
          pledge or security interest in any manner permitted under applicable law.  





        10.9.    Confidentiality.
Each Bank agrees to take and to cause its Affiliates to           take normal and
reasonable precautions and exercise due care to maintain the           confidentiality of  




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all information identified as “confidential” or
          “secret” by the Company and provided to it by the Company or any
          Subsidiary, or by the Agent on such Company’s or Subsidiary’s behalf,
          under this Agreement or any other Loan Document, and neither it nor any of its
          Affiliates shall use any such information other than in connection with or in
          enforcement of this Agreement and the other Loan Documents or in connection
with           other business now or hereafter existing or contemplated with the Company
or any           Subsidiary; except to the extent such information (i) was or
becomes           generally available to the public other than as a result of disclosure
by the           Bank, or (ii) was or becomes available on a non-confidential basis
from a           source other than the Company, provided that such source is not bound by
a           confidentiality agreement with the Company known to the Bank; provided,
however, that any Bank may disclose such information (A) at the
          request or pursuant to any requirement of any Governmental Authority to which
          the Bank is subject or in connection with an examination of such Bank by any
          such authority; (B) pursuant to subpoena or other court process;
          (C) when required to do so in accordance with the provisions of any
          applicable Requirement of Law; (D) to the extent reasonably required in
          connection with any litigation or proceeding to which the Agent, any Bank or
          their respective Affiliates may be party; (E) to the extent reasonably
          required in connection with the exercise of any remedy hereunder or under any
          other Loan Document; (F) to such Bank’s independent auditors and
other           professional advisors; (G) to any Participant or Assignee, actual or
          potential, provided that such Person agrees in writing to keep such information
          confidential to the same extent required of the Banks hereunder; (H) as to
          any Bank or its Affiliate, as expressly permitted under the terms of any other
          document or agreement regarding confidentiality to which the Company or any
          Subsidiary is party or is deemed party with such Bank or such Affiliate; and
          (I) to its Affiliates.  



        10.10.    Set-off.
In addition to any rights and remedies of the Banks provided by           law, if an
Event of Default exists or the Loans have been accelerated, each Bank           is
authorized at any time and from time to time, without prior notice to the
          Company, any such notice being waived by the Company to the fullest extent
          permitted by law, to set off and apply any and all deposits (general or
special,           time or demand, provisional or final) at any time held by, and other
          indebtedness at any time owing by, such Bank to or for the credit or the
account           of the Company against any and all Obligations owing to such Bank, now
or           hereafter existing, irrespective of whether or not the Agent or such Bank
shall           have made demand under this Agreement or any Loan Document and although
such           Obligations may be contingent or unmatured. Each Bank agrees promptly to
notify           the Company and the Agent after any such set-off and application made by
such           Bank; provided, however, that the failure to give such
notice           shall not affect the validity of such set-off and application.  





        10.11.    Automatic
Debits of Fees. With respect to any commitment fee, arrangement           fee, or
other fee, or any other cost or expense (including Attorney Costs) due           and
payable to the Agent or U.S. Bank National Association under the Loan
          Documents, the Company hereby irrevocably authorizes U.S. Bank National
          Association to debit any deposit account of the Company with U.S. Bank National
          Association in an amount such that the aggregate amount debited from all such
          deposit accounts does not exceed such fee or other cost or expense. If there
are           insufficient funds in such deposit accounts to cover the amount of the fee
or           other cost or expense then due, such debits will be reversed (in whole or in
          part, in U.S. Bank National Association’s sole discretion) and such amount
          not debited shall be deemed to be unpaid. No such debit under this Section
shall           be deemed a set-off.  





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        10.12.    Notification
of Addresses, Lending Offices, Etc. Each Bank shall notify           the Agent in
writing of any changes in the address to which notices to the Bank           should be
directed, of addresses of any Lending Office, of payment instructions           in
respect of all payments to be made to it hereunder and of such other
          administrative information as the Agent shall reasonably request.  





        10.13.    Counterparts.
This Agreement may be executed in any number of separate           counterparts, each of
which, when so executed, shall be deemed an original, and           all of said
counterparts taken together shall be deemed to constitute but one           and the same
instrument.  





        10.14.    Severability.
The illegality or unenforceability of any provision of this           Agreement or any
instrument or agreement required hereunder shall not in any way           affect or
impair the legality or enforceability of the remaining provisions of           this
Agreement or any instrument or agreement required hereunder.  





        10.15.    No
Third Parties Benefited. This Agreement is made and entered into for           the
sole protection and legal benefit of the Company, the Banks, the Agent and           the
Agent-Related Persons, and their permitted successors and assigns, and no           other
Person shall be a direct or indirect legal beneficiary of, or have any           direct
or indirect cause of action or claim in connection with, this Agreement           or any
of the other Loan Documents.  





        10.16.    Governing
Law and Jurisdiction.  





        (a)              THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE           WITH,
THE LAW OF THE STATE OF WISCONSIN; PROVIDED THAT THE AGENT AND THE BANKS           SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.  





        (b)              ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
          DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF WISCONSIN OR OF THE
UNITED           STATES FOR THE EASTERN DISTRICT OF WISCONSIN, AND BY EXECUTION AND
DELIVERY OF           THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE BANKS
CONSENTS, FOR           ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF           THOSE COURTS. EACH OF THE COMPANY, THE AGENT AND THE BANKS
IRREVOCABLY WAIVES           ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE           GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO           THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS           AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
COMPANY, THE AGENT AND THE BANKS           EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH           MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
WISCONSIN LAW.  





        10.17.    Waiver
of Jury Trial. THE COMPANY, THE BANKS AND THE AGENT EACH WAIVE           THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED           UPON
OR ARISING OUT OF OR RELATED TO  





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THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS,           OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR           OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER           PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE,
WHETHER WITH RESPECT           TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE
COMPANY, THE BANKS AND THE           AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A           COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER           AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF           THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN           WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT           OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER           SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS           TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.  





        10.18.    Entire
Agreement. This Agreement, together with the other Loan Documents,           embodies
the entire agreement and understanding among the Company, the Banks and           the
Agent, and supersedes all prior or contemporaneous agreements and
          understandings of such Persons, verbal or written, relating to the subject
          matter hereof and thereof.  




































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



		THE MARCUS CORPORATION
	

 	By:  /s/ Stephen H. Marcus
		Name:  Stephen H. Marcus
		Title:  Chairman of the Board, CEO 
                 and President









[signature page 1 of
2 to the Credit Agreement] 
























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	U.S. BANK NATIONAL ASSOCIATION	BANK OF AMERICA, N.A.
	

By: /s/ Caroline Krider	By: /s/ Mark R. Motuelle
	Name: Caroline Krider	Name: Mark R. Motuelle
	Title: Vice President & Senior Lender	Title: Vice President
	
Address: 777 East Wisconsin Avenue	Address: 231 South LaSalle Street
	                 Milwaukee, WI 53202	                 Chicago, IL 60697
	
BANK ONE, NA	M&I MARSHALL & ILSLEY BANK
	

By: /s/ A. F. Maggiore	By: /s/ Ronald J. Carey
	Name: Anthony F. Maggiore	Name: Ronald J. Carey
	Title: Managing Director, Capital Markets	Title: Vice President
	
Address: 111 East Wisconsin Avenue
	                 Milwaukee, WI 53202
		By: /s/ James R. Miller
		Name: James R. Miller
	WELLS FARGO BANK, N.A	Title: Vice President
	
By: /s/ Paul J. Hennessy	Address: 770 North Water Street
	Name: Paul J. Hennessy	                 Milwaukee, WI 53202
	Title: Vice President
	
Address: 100 East Wisconsin Avenue
	             Suite 1400
	             Milwaukee, WI 53202
	
LASALLE BANK NATIONAL ASSOCIATION	SUN TRUST BANK
	

By: /s/ James A Meyer	By: /s/ Frank A. Coe
	Name: James A. Meyer	Name: Frank A. Coe
	Title: Senior Vice President	Title: Vice President
	
Address: 411 East Wisconsin Avenue	Address: 303 Peachtree Street
	                 ;Milwaukee, WI 53202	                 Atlanta, GA 30308










[signature page 2 of 2
to the Credit Agreement] 




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