## 

|EXHIBIT 10 |  | Material ContractsCredit Agreement Dated 17 March 2000 Between Andrew Corporation and Certain Commercial Lenders Agented by Bank of America
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------

CREDIT AGREEMENT,

dated
as of March 17, 2000

among

ANDREW CORPORATION and
DESIGNATED SUBSIDIARIES OF ANDREW CORPORATION,

as Borrowers,

and

CERTAIN COMMERCIAL LENDING INSTITUTIONS,

as
the Lenders,

and

BANK OF AMERICA, NATIONAL ASSOCIATION,

as
the Administrative Agent for the Lenders,

and

BANK ONE, NA,

as Syndication Agent,

and

BANC OF AMERICA SECURITIES LLC,

as
Lead Arranger



TABLE OF CONTENTS

|                                                                                           |  | Page
|------------------------------------------------------------------------------------------ |  | ----
|ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS                                                |  | 1   
|SECTION 1.1  Defined Terms                                                                 |  | 1   
|SECTION 1.2  Use of Defined Terms                                                          |  | 13  
|SECTION 1.3  Cross-References                                                              |  | 13  
|SECTION 1.4  Accounting and Financial Determinations                                       |  | 13  
|ARTICLE II  COMMITMENTS, BORROWING PROCEDURES AND NOTES                                    |  | 13  
|SECTION 2.1  Commitments                                                                   |  | 13  
|SECTION 2.1.1  Commitment of Each Lender                                                   |  | 13  
|SECTION 2.1.2  Lenders Not Permitted or Required To Make Loans                             |  | 13  
|SECTION 2.2  Reduction and Increase of Commitment Amount; Extension of Stated MaturityDate |  | 14  
|SECTION 2.2.1  Reduction of Commitment Amount                                              |  | 14  
|SECTION 2.2.2  Optional Increase in Commitments                                            |  | 14  
|SECTION 2.2.3  Extension of Stated Maturity Date                                           |  | 14  
|SECTION 2.3  Borrowing Procedure                                                           |  | 15  
|SECTION 2.3.1  Eurocurrency Rate Loans and Eurodollar Rate Loans                           |  | 15  
|SECTION 2.3.2  Alternate Base Rate Loans                                                   |  | 16  
|SECTION 2.3.3  Proceeds                                                                    |  | 16  
|SECTION 2.4  Continuation and Conversion Elections                                         |  | 16  
|SECTION 2.5  Currency Equivalents                                                          |  | 16  
|SECTION 2.6  Funding                                                                       |  | 17  
|SECTION 2.7  Notes                                                                         |  | 17  
|SECTION 2.8  Swing Line Commitment                                                         |  | 17  
|SECTION 2.8.1  Borrowing Procedures for Swing Line Loans                                   |  | 17  
|SECTION 2.8.2  Prepayment or Refunding of Swing Line Loans                                 |  | 18  
|SECTION 2.8.3  Participations in Swing Line Loans                                          |  | 18  
|SECTION 2.8.4  Participation Obligations Unconditional                                     |  | 19  
|SECTION 2.8.5  Conditions to Swing Line Loans                                              |  | 19  
|ARTICLE III  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES                                    |  | 19  
|SECTION 3.1  Repayments and Prepayments                                                    |  | 19  
|SECTION 3.2  Interest Provisions                                                           |  | 20  
|SECTION 3.2.1  Rates                                                                       |  | 20  
|SECTION 3.2.2  Post-Default Rates                                                          |  | 20  
|SECTION 3.2.3  Payment Dates                                                               |  | 21  
|SECTION 3.3  Fees                                                                          |  | 21  
|SECTION 3.3.1  Unused Fee                                                                  |  | 21  
|SECTION 3.3.2  Administrative Agent's Fee                                                  |  | 21  
|SECTION 3.4  Computation of Interest and Fees                                              |  | 22  
|ARTICLE IV  CERTAIN INTEREST RATE AND OTHER PROVISIONS                                     |  | 22  
|SECTION 4.1  Fixed Rate Lending Unlawful                                                   |  | 22  
|SECTION 4.2  Deposits Unavailable                                                          |  | 22  
|SECTION 4.3  Increased Fixed Rate Loan Costs, etc.                                         |  | 22  
|SECTION 4.4  Increased Capital Costs With Respect to Commitments                           |  | 22  
|SECTION 4.5  Funding Losses                                                                |  | 23  
|SECTION 4.6  Taxes                                                                         |  | 23  
|SECTION 4.7  Payments, Computations, etc.                                                  |  | 24  
|SECTION 4.8  Sharing of Payments                                                           |  | 25  
|SECTION 4.9  Setoff                                                                        |  | 25  
|SECTION 4.10  Use of Proceeds                                                              |  | 25  



|SECTION 4.11  Currency Indemnification                       |  | 25
|------------------------------------------------------------ |  | --
|ARTICLE V  CONDITIONS TO BORROWING                           |  | 26
|SECTION 5.1  Initial Borrowing of the Company                |  | 26
|SECTION 5.1.1  Resolutions, etc.                             |  | 26
|SECTION 5.1.2  Delivery of Notes                             |  | 26
|SECTION 5.1.3  Payment of Outstanding Indebtedness, etc.     |  | 26
|SECTION 5.1.4  Opinion of Counsel                            |  | 27
|SECTION 5.1.5  Expenses, etc.                                |  | 27
|SECTION 5.2  Initial Borrowing of a Designated Subsidiary    |  | 27
|SECTION 5.2.1  Designation Letter                            |  | 27
|SECTION 5.2.2  Notes                                         |  | 27
|SECTION 5.2.3  Authorizations and Approvals                  |  | 27
|SECTION 5.2.4  Guaranty                                      |  | 27
|SECTION 5.2.5  Resolutions                                   |  | 27
|SECTION 5.2.6  Incumbency                                    |  | 27
|SECTION 5.2.7  Opinion of Counsel                            |  | 27
|SECTION 5.3  All Borrowings                                  |  | 28
|SECTION 5.3.1  Compliance with Warranties, No Default, etc.  |  | 28
|SECTION 5.3.2  Borrowing Request                             |  | 28
|SECTION 5.3.3  Insurance                                     |  | 28
|SECTION 5.3.4  Form U-1                                      |  | 28
|SECTION 5.3.5  Satisfactory Legal Form                       |  | 29
|ARTICLE VI  REPRESENTATIONS AND WARRANTIES                   |  | 29
|SECTION 6.1  Organization, etc.                              |  | 29
|SECTION 6.2  Due Authorization, Non-Contravention, etc.      |  | 29
|SECTION 6.3  Government Approval, Regulation, etc.           |  | 29
|SECTION 6.4  Validity, etc.                                  |  | 30
|SECTION 6.5  Financial Information                           |  | 30
|SECTION 6.6  No Material Adverse Change                      |  | 30
|SECTION 6.7  Litigation, Labor Controversies, etc.           |  | 30
|SECTION 6.8  Subsidiaries                                    |  | 30
|SECTION 6.9  Partnerships; Joint Ventures                    |  | 30
|SECTION 6.10  Ownership of Properties                        |  | 30
|SECTION 6.11  Taxes                                          |  | 30
|SECTION 6.12  Insurance                                      |  | 31
|SECTION 6.13  Pension and Welfare Plans                      |  | 31
|SECTION 6.14  Environmental Warranties                       |  | 31
|SECTION 6.15  Regulations U and X                            |  | 32
|SECTION 6.16  Year 2000 Compliance                           |  | 32
|SECTION 6.17  Indebtedness                                   |  | 32
|SECTION 6.18  Accuracy of Information                        |  | 32
|ARTICLE VII  COVENANTS                                       |  | 33
|SECTION 7.1  Affirmative Covenants                           |  | 33
|SECTION 7.1.1  Financial Information, Reports, Notices, etc. |  | 33
|SECTION 7.1.2  Compliance with Laws, etc.                    |  | 34
|SECTION 7.1.3  Insurance                                     |  | 35
|SECTION 7.1.4  Environmental Covenant                        |  | 35



|SECTION 7.2  Negative Covenants                                                      |  | 35
|------------------------------------------------------------------------------------ |  | --
|SECTION 7.2.1  Liens                                                                 |  | 35
|SECTION 7.2.2  Financial Condition                                                   |  | 36
|SECTION 7.2.3  Investments                                                           |  | 36
|SECTION 7.2.4  Consolidation, Merger, etc.                                           |  | 37
|SECTION 7.2.5  Asset Dispositions, etc.                                              |  | 37
|SECTION 7.2.6  Transactions with Affiliates                                          |  | 39
|SECTION 7.2.7  Negative Pledges, Restrictive Agreements, etc.                        |  | 39
|SECTION 7.2.8  Business Activities                                                   |  | 39
|ARTICLE VIII  EVENTS OF DEFAULT                                                      |  | 39
|SECTION 8.1  Listing of Events of Default                                            |  | 39
|SECTION 8.1.1  Non-Payment of Obligations                                            |  | 39
|SECTION 8.1.2  Breach of Warranty                                                    |  | 39
|SECTION 8.1.3  Non-Performance of Certain Covenants and Obligations                  |  | 40
|SECTION 8.1.4  Non-Performance of Other Covenants and Obligations                    |  | 40
|SECTION 8.1.5  Default on Other Indebtedness                                         |  | 40
|SECTION 8.1.6  Judgments                                                             |  | 40
|SECTION 8.1.7  Pension Plans                                                         |  | 40
|SECTION 8.1.8  Control of the Company                                                |  | 40
|SECTION 8.1.9  Bankruptcy, Insolvency, etc.                                          |  | 40
|SECTION 8.1.10  Loan Documents                                                       |  | 41
|SECTION 8.2  Action if Bankruptcy                                                    |  | 41
|SECTION 8.3  Action if Other Event of Default                                        |  | 41
|ARTICLE IX  The Administrative Agent                                                 |  | 41
|SECTION 9.1  Actions                                                                 |  | 41
|SECTION 9.2  Funding Reliance, etc.                                                  |  | 42
|SECTION 9.3  Exculpation                                                             |  | 42
|SECTION 9.4  Successor                                                               |  | 42
|SECTION 9.5  Loans by Lenders                                                        |  | 43
|SECTION 9.6  Credit Decisions                                                        |  | 43
|SECTION 9.7  Copies, etc.                                                            |  | 43
|SECTION 9.8  Syndication Agent                                                       |  | 43
|ARTICLE X  MISCELLANEOUS PROVISIONS                                                  |  | 44
|SECTION 10.1  Waivers, Amendments, etc.                                              |  | 44
|SECTION 10.2  Notices                                                                |  | 44
|SECTION 10.3  Payment of Costs and Expenses                                          |  | 44
|SECTION 10.4  Indemnification                                                        |  | 45
|SECTION 10.5  Survival                                                               |  | 45
|SECTION 10.6  Severability                                                           |  | 45
|SECTION 10.7  Headings                                                               |  | 46
|SECTION 10.8  Execution in Counterparts, Effectiveness, etc.                         |  | 46
|SECTION 10.9  Governing Law; Entire Agreement                                        |  | 46
|SECTION 10.10  Successors and Assigns                                                |  | 46
|SECTION 10.11  Sale and Transfer of Loans and Note; Participations in Loans and Note |  | 46
|SECTION 10.11.1  Assignments                                                         |  | 46
|SECTION 10.11.2  Participations                                                      |  | 47
|SECTION 10.11.3  Security Interests                                                  |  | 48
|SECTION 10.12  Exempt Character of Transaction                                       |  | 48
|SECTION 10.13  Other Transactions                                                    |  | 48
|SECTION 10.14  Forum Selection and Consent to Jurisdiction                           |  | 48
|SECTION 10.15  Waiver of Jury Trial                                                  |  | 49



## 

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 17, 2000 among (i) ANDREW CORPORATION, a Delaware corporation (the
"Company") and Designated Subsidiaries (hereafter defined) of the Company as are now or may hereafter become parties hereto (collectively, together with
the Company, the "Borrowers"), (ii) the various financial institutions as are now or may become parties hereto (collectively, the
"Lenders"), (iii) BANK OF AMERICA, NATIONAL ASSOCIATION ("Bank of America"), as administrative
agent (the "Administrative Agent") for the Lenders, and (iv) BANK ONE, NA, as syndication agent (the "Syndication
Agent").

WITNESSETH:

WHEREAS, the Company has obtained Commitments from the Lenders to make Loans.

NOW,
THEREFORE, in consideration of the mutual agreements contained herein, and subject to the terms and conditions hereof, the parties hereto, intending to be legally bound hereby,
agree as follows:

ARTICLE I     DEFINITIONS AND ACCOUNTING TERMS

SECTION
I.1Defined Terms.The following terms (whether or not underscored) when used in this
Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms
thereof):

"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, membership 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 any Subsidiary of the Company is the surviving entity.

"Administrative Agent" is defined in thepreambleand includes each
other Person as shall have subsequently been appointed as the successor Administrative Agent pursuant toSection 9.4.

"Agreement" means, on any date, this Credit Agreement as originally in effect on the Agreement Effective Time and as thereafter from
time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.

"Agreement Effective Time" means, the time when the conditions for the effectiveness of this agreement are met.

"Alternate Base Rate" means, on any date and with respect to all Alternate Base Rate Loans, a fluctuating rate of interest per annum
(rounded upward to the next highest 1/100 of 1% if not already an integral multiple of 1/100 of 1%) equal to the higher of (a) the rate of interest most recently announced by the Administrative
Agent at its Domestic Office as its Prime Rate; or (b) the Market
Federal Funds Rate most recently determined by the Administrative Agent plus one-half percent (.50%).

The
Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit. For purposes of
this Agreement (i) any change in the Alternate Base Rate due to a change in the Prime Rate shall be effective on the date such change in the Prime Rate is announced and (ii) any change
in the Alternate Base Rate due

1



to
a change in the Market Federal Funds Rate shall be effective on the effective date of such change in the Market Federal Funds Rate. If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Market Federal Funds Rate for any reason, including, without limitation, the inability or
failure of the Administrative Agent to obtain sufficient bids or publications in accordance with the terms hereof, the Alternate Base Rate shall be the Prime Rate until the circumstances giving rise
to such inability no longer exist. The Administrative Agent will give notice promptly to the Company and the Lenders of changes in the Alternate Base Rate.

"Alternate Base Rate Loan" means a Loan made and payable in Dollars bearing interest at a fluctuating rate determined by reference to
the Alternate Base Rate.

"Applicable Margin" means, for any Fiscal Quarter, the margin set forth below opposite the Consolidated Total Debt to EBITDA Ratio as
of the last day of the preceding Fiscal Quarter:

|Consolidated Total Debt
to EBITDA Ratio                       |  | Applicable Margin
for Fixed
Rate Loans |   | Applicable Margin
for Alternate
Base Rate Loans |  
|------------------------------------------------------------- |  | -------------------------------------- | - | ----------------------------------------------- | -
|greater than 2.0 to 1.0                                       |  | 1.375                                  | % | 0.375                                           | %
|less than or equal to 2.0 to 1.0, but greater than 1.5 to 1.0 |  | 1.125                                  | % | 0.125                                           | %
|less than or equal to 1.5 to 1.0 but greater than 0.75 to 1.0 |  | 0.875                                  | % | 0                                               | %
|less than or equal to 0.75 to 1.0                             |  | 0.750                                  | % | 0                                               | %

For
purposes of the foregoing, the Applicable Margin at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio as of the last day of the most
recently ended Fiscal Quarter and any change in the Applicable Margin shall become effective for all purposes five Business Days following receipt by Administrative Agent of the certificate and
applicable financial statements described in Sections 7.1.1(a), 7.1.1(b) and 7.1.1(c);provided, however,that until the
first such certificate and financial statements have been delivered to the Administrative Agent, the Applicable Margin for Fixed Rate Loans shall be 0.875% and the Applicable Margin for Alternate Base
Rate Loans shall be 0%. Notwithstanding the foregoing, at any time during which the Company has failed to deliver the
certificate and applicable financial statements described in Sections 7.1.1(a), 7.1.1(b) and 7.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the
fourth Fiscal Quarter) in accordance with the provisions thereof, for more than ten Business Days after such certificate and the applicable financial statements are due, the Consolidated Total Debt to
EBITDA Ratio shall be deemed, solely for purposes of this definition, to be greater than 2.0 to 1.0 until such certificate and the applicable financial statements are delivered.

"Applicable Unused Fee Percentage" shall mean, for any Fiscal Quarter, the percentage set forth below opposite the Consolidated Total
Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

|Consolidated Total Debt
to EBITDA Ratio                       |  | Applicable
Unused
Fee Percentage |  
|------------------------------------------------------------- |  | -------------------------------- | -
|greater than 2.0 to 1.0                                       |  | 0.275                            | %
|less than or equal to 2.0 to 1.0, but greater than 1.5 to 1.0 |  | 0.225                            | %
|less than or equal 1.5 to 1.0 but greater than 0.75 to 1.0    |  | 0.175                            | %
|less than or equal to 0.75 to 1.0                             |  | 0.150                            | %

For
purposes of the foregoing, the Applicable Unused Fee Percentage at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio as of the last day of
the most recently ended Fiscal Quarter and any change in the Applicable Unused Fee Percentage shall become effective for all purposes five Business Days following receipt by Administrative Agent of
the

2



certificate
and applicable financial statements described in Sections 7.1.1(a), 7.1.1(b) and 7.1.1(c);provided, however,that
until the first such certificate and financial statements have been delivered to the Administrative Agent, the Applicable Unused Fee Percentage shall be 0.175%. Notwithstanding the foregoing, at any
time during which the Company has failed to deliver the certificate and applicable financial statements described in Sections 7.1.1(a), 7.1.1(b) and 7.1.1(c) with respect to a
Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, for more than ten Business Days after such certificate and the applicable
financial statements were due, the Consolidated Total Debt to EBITDA Ratio shall be deemed, solely for purposes of this definition, to be greater than 2.0 to 1.0 until such certificate and the
applicable financial statements are delivered.

"Approximate Dollar Equivalent" means, as to any currency other than Dollars, the Dollar Equivalent rounded upward to the nearest
amount of such currency as determined by the Administrative Agent from time to time.

"Assignee Lender" is defined inSection 10.11.1.

"Authorized Corporate Officer" means, relative to any Obligor, those of its officers whose signatures and incumbency shall have been
certified to the Administrative Agent and the Lenders pursuant toSection 5.1.1.

"Authorized Corporate Official" means, relative to any Obligor and any action to be taken on behalf of any Obligor, any Authorized
Corporate Officer of such Obligor and any other employee of such Obligor duly designated and authorized by an Authorized Corporate Officer to take such action.

"Bank of America" means Bank of America, National Association, a national banking association.

"Banking Day" means (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or
required to be closed in Chicago, Illinois, (b) relative to the making, continuing, prepaying or repaying of (i) any Eurodollar Rate Loans, any day on which dealings in Eurodollars are
carried on in the interbank eurodollar market and (ii) any Eurocurrency Loans, any day on which dealings in the applicable currency are carried on in both the country of issue of such currency
and in the country where payment or disbursement thereof is to be made.

"Borrower" is defined in thepreamble.

"Borrowing" means Loans of the same Type and, in the case of Fixed Rate Loans, having the same Interest Period, made by all Lenders on
the same Banking Day and pursuant to the same Borrowing Request in accordance withSection 2.1and 2.3.

"Borrowing Request" means a loan request and certificate duly executed by an Authorized Officer of the Company substantially in the
form ofExhibit Bhereto.

"Capitalized Lease Liabilities" of any Person means the amount of all capitalized monetary obligations of such Person under any
Capitalized Lease, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a penalty.

"Cash Equivalent Investment" means, at any time as to any Person, any investment that is classified under GAAP as a short term
investment and is consistent with such Person's internal guidelines regarding liquidity and short term investments.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended by the Superfund Amendments
and Reauthorization Action of 1986, as thereafter amended.

3



"CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List.

"Change in Control" means the acquisition by any Person, or two or more Persons acting in concert (other than any Person or Persons
included in a majority of the Persons named as "Executive Officers" of the Company in the most recent proxy statement or annual report or Form 10-K filed by the Company with the
Securities and Exchange Commission, or any successors to such person who were duly elected by the Company's Board of Directors (at least a majority of the members of which shall be the same persons
who constituted a majority of the directors during the 12 months preceding such election)) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of more than fifty percent (50%) of the outstanding shares of voting stock of the Company.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

"Commitment" means, relative to any Lender, such Lender's obligation to make Loans pursuant to Section 2.1.1.

"Commitment Amount" means, on any date, $150,000,000 (in Dollars and/or Dollar Equivalent), as such amount may be (i) reduced
from time to time pursuant toSection 2.2.1, or (ii) increased from time to time pursuant to Section 2.2.2.

"Commitment Termination Date" means:



Upon
the occurrence of any event described inclause (b)or(c),
the Commitments shall terminate automatically and without further action.

"Commitment Termination Event" means:



"Company" is defined in thepreamble.

"Company Guaranty" means a Guaranty executed and delivered by the Company pursuant to Section 5.2.4substantially in the form ofExhibit
 Chereto, as amended, supplemented restated or otherwise modified from time to time.

"Consolidated Current Liabilities" means, with respect to any Person at any date of determination thereof, the consolidated current
liabilities of such Person and its consolidated Subsidiaries as determined in accordance with GAAP.

"Consolidated EBITDA" means, with respect to any Person for any period of determination, Consolidated Operating Income of such Person
for such period,plus, (i) depreciation, (ii) amortization

4



and
(iii) interest income of such Person and its consolidated Subsidiaries for such period,plusas to the Company, restructuring
charges for the 1999 Fiscal Year taken in any Fiscal Quarter which is a part of the applicable period of determination, all as determined on a consolidated basis in accordance with GAAP.

"Consolidated Funded Debt" means, with respect to any Person at any date of determination thereof, the sum on such date of
(a) such Person's Consolidated Long-Term Debt and (b) the aggregate present values of the principal portion of all Capitalized Lease Liabilities of such Person and its
consolidated Subsidiaries on a consolidated basis.

"Consolidated Long-Term Debt" means, with respect to any Person at any date of determination thereof, Indebtedness of such
Person and its consolidated Subsidiaries which is included inclauses (a),(c)and(f)of the definition of Indebtedness, the final maturity of which is more than twelve (12) months after such date of
determination.

"Consolidated Net Assets" means, with respect to any Person at any date of determination thereof, such Person's Consolidated Total
Assetsminussuch Person's Consolidated Current Liabilities.

"Consolidated Net Income" means, with respect to any Person for any period, the net income of such Person and its consolidated
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Worth" means, with respect to any Person at any date of determination thereof, the total of shareholders' equity
(including capital stock, additional paid-in capital and retained earnings after deducting treasury stock) of such Person and its consolidated Subsidiaries at such date determined on a
consolidated basis in accordance with GAAP.

"Consolidated Operating Income" means, with respect to any Person for any period of determination, the operating income of such Person
and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Assets" means, with respect to any Person at any date of determination thereof, the total amount of all assets of
such Person and its consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Capitalization" means, with respect to any Person at any date of determination thereof, the sum on such date of
(a) Consolidated Funded Debt of such Person plus (b) Consolidated Net Worth of such Person.

"Consolidated Total Debt" means, with respect to any Person at any date of determination thereof, the aggregate amount of those items
of Indebtedness of such Person and its consolidated Subsidiaries included in clauses (a), (b), (c), (e), (f) and (g) of the definition of "Indebtedness" determined on a consolidated
basis in accordance with GAAP.

"Consolidated Total Debt to EBITDA Ratio" means, with respect to any Person at any date of determination thereof, the ratio of
(i) the Consolidated Total Debt of such Person (calculated with respect to the Company by excluding Contingent Liabilities of the Company under the Joint Venture Guarantee and Indemnity
Agreement which are not in excess of $50,000,000), to (ii) Consolidated EBITDA of such Person for the four immediately preceding Fiscal Quarters.

"Contingent Liability" means, with respect to any Person, any agreement, undertaking or arrangement by which such 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

5



upon
the shares of any other Person. The amount of any Person's obligation under any Contingent Liability 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.

"Continuation/Conversion Notice" means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of
the Company substantially in the form ofExhibit Dhereto.

"Default" means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would
constitute an Event of Default.

"Demand Deposit Account" means account No. 86663-00194 maintained by the Company at Bank of America's
231 South LaSalle Street, Chicago, Illinois location, and any replacements or substitutions therefor.

"Designated Currency" is defined in the definition of "Eurocurrency".

"Designated Subsidiary" means any Subsidiary identified as such in a Designation Letter.

"Designation Letter" means a letter in the form ofExhibit Esigned by an Authorized Officer of the Company and each Designated Subsidiary identified therein.

"Determination Date" means each of those dates determined in accordance with Section 2.5(b).

"Disclosure Schedule" means the Disclosure Schedule attached hereto.

"Dollar Equivalent" means, (i) in the case of an amount denominated in Dollars, such amount, and (ii) in any currency
other than Dollars, the Dollar equivalent of such amount as determined in accordance withSection 2.5.

"Dollars" and the sign "$" mean lawful money of the United States.

"Domestic Dollars" means Dollars on deposit in the United States of America.

"Domestic Office" means, relative to any Lender, the office of such Lender designated as such below its signature hereto or designated
in a Lender Assignment Agreement, or such other office of a Lender (or any successor or assign of such Lender) within the United States as may be designated from time to time by notice from such
Lender, as the case may be, to each other Person party hereto.

"Effective Date" means the date this Agreement becomes effective pursuant to Section 10.8.

"Environmental Laws" means all applicable federal, state or local statutes, laws, ordinances, codes, rules and regulations
(including consent decrees and administrative orders binding on the Company or any of its Subsidiaries) relating to public health and safety and protection of the environment.

"Equity Interests" means (a) with respect to a corporation, shares of the capital stock of such corporation and (b) with
respect to a partnership, limited liability company or other person, partnership, limited liability or other equity interests in such Person.

"Equity Issuance" means any issuance and sale by the Company or by any Subsidiary to a Person other than the Company or any Subsidiary,
of any Equity Interests of the Company or any Subsidiary or any Rights in respect thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together
with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"ERISA Affiliate" means any corporation, partnership, or other trade or business (whether or not incorporated) that is, along with the
Company, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the

6



Code
or section 4001 of ERISA, or a member of the same affiliated service group within the meaning of section 414(m) of the Code.

"Eurocurrency" means (i) each of British Pounds Sterling, Canadian Dollars, Australian Dollars, Japanese Yen, Hong Kong Dollars
and European Currency Units (each, a "Designated Currency"), and (ii) any other currency (other than Dollars) to which all the Lenders shall
consent in each case (x) on deposit outside such currency's country of issuance and (y) as long as such currency is freely transferable and convertible into Dollars.

"Eurocurrency Rate Loan" means a Loan made in a Eurocurrency and bearing interest, at all times during an Interest Period applicable to
such Loan, at a fixed rate of interest determined by reference to the Interbank Rate (Reserve Adjusted).

"Eurodollar" means Dollars on deposit in a bank outside the United States of America, its territories and possessions, which are
available for transfer to and from the United States of America, its territories and possessions.

"Eurodollar Rate Loan" means a Loan made and payable in Dollars bearing interest, at all times during an Interest Period applicable to
such Loan, at a fixed rate of interest determined by reference to the Interbank Rate (Reserve Adjusted).

"Event of Default" is defined inSection 8.1.

"Excess Portion" is defined inSection 7.2.5.

"Extension Letter" is defined inSection 2.2.2.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive calendar months ending on September 30th; references to a Fiscal Year with
a number corresponding to any calendar year (e.g.the "2000 Fiscal Year") refer to the Fiscal Year ending on the September 30th
occurring during such calendar year.

"Fixed Rate Loan" means any Eurodollar Rate Loan or Eurocurrency Rate Loan.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"GAAP" is defined inSection 1.4.

"Guaranty" means the Guaranty of the Company in the form of Exhibit Chereto issued pursuant toSection 5.2.4.

"Hazardous Material" means:



"Hedging Obligations" means, with respect to any Person, all liabilities of such Person under interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

7



"herein", "hereof", "hereto",
"hereunder" and similar terms contained in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case
may be, as a whole and not to any particular Section, paragraph or provision of this Agreement or such other Loan Document.

"Impermissible Qualification" means, relative to the opinion or certification of any independent public accountant as to any financial
statement of any Obligor, any qualification or exception to such opinion or certification:



"including" means including without limiting the generality of any description preceding such term, and, for purposes of this Agreement
and each other Loan Document, the parties hereto agree that the rule ofejusdem generisshall not be applicable to limit a
general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

"Indebtedness" of any Person means, without duplication:



"Indemnified Liabilities" is defined inSection 10.4.

"Indemnified Parties" is defined inSection 10.4.

"Interbank Lending Office" means, relative to any Lender, the office of such Lender designated as such below its signature hereto or
designated in a Lender Assignment Agreement or such other office of a Lender as designated from time to time by notice from such Lender to the Company and the Administrative Agent, whether or not
outside the United States, which shall be making, or maintaining Eurodollar Rate Loans or Eurocurrency Rate Loans of such Lender hereunder.

8



## 

"Interbank Rate" means, relative to any Interest Period for Eurocurrency Rate Loans or Eurodollar Rate Loans, the rate of interest
equal to the average (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the rates per annum at which deposits in immediately available funds (a) in the case of a Eurodollar Rate
Loan, in Eurodollars and (b) in the case of a Eurocurrency Loan, in either (i) the appropriate Eurocurrency or (ii) Dollars or Eurodollars in an amount equal to the Dollar
Equivalent of such Eurocurrency deposits (plus the cost of any contract purchased or sold by the Administrative Agent to hedge the conversion of Dollars or Eurodollars, as applicable, into or from
such Eurocurrency) are offered to the Administrative Agent's Interbank Lending Office by major banks in the interbank eurocurrency market as at or about 9:00 a.m. Chicago, Illinois time two
Banking Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of the Administrative Agent's
Eurocurrency Rate Loan or Eurodollar Rate Loan, as applicable, and for a period approximately equal to such Interest Period.

"Interbank Rate (Reserve Adjusted)" means, relative to any Loan to be made, continued or maintained as, or converted into, a
Eurocurrency Rate Loan or a Eurodollar Rate Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined pursuant to the following formula:

|Interbank Rate
(Reserve Adjusted) |  | = |  | Interbank Rate1.00 - Reserve Percentage
|--------------------------------- |  | - |  | ---------------------------------------

"Interest Period" means, with respect to any Eurodollar Loan or Eurocurrency Loan, the one-month, two-month,
three-month or six-month period selected by the applicable Borrower, in each case beginning on (and including) the date on which such Fixed Rate Loan is made or continued as, or converted
into, a Fixed Rate Loan pursuant toSection 2.3or2.4, in each case as the
applicable Borrower may select in its relevant notice pursuant toSection 2.3or 2.4;provided, howeverthat:



"Investment" means, relative to any Person,



The
amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of
such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to

9



have
been made in an original principal or capital amount equal to the fair market value of such property.

"Joint Venture Guarantee and Indemnity Agreement" means the Amended and Restated Guarantee and Indemnity Agreement, dated as of
July 1, 1998, by the Company in favor of ABN AMRO BANK NV and its affiliates, including without limitation, ABN AMRO BANK A.O.

"Lender Assignment Agreement" means a Lender Assignment Agreement substantially in the form of Exhibit Hhereto or such other form as shall be acceptable to the
Administrative Agent.

"Lenders" is defined in thepreamble.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation or other priority or preferential arrangement of any kind or nature whatsoever.

"Loan" is defined inSection 2.1.1and shall also include Swing
Line Loans, and shall be Alternate Base Rate Loans, Eurodollar Rate Loans or Eurocurrency Rate Loans.

"Loan Document" means this Agreement, the Notes, and each other agreement, document or instrument delivered in connection with this
Agreement and the Notes.

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

"Monthly Payment Date" means the last day of each calendar month or, if any such day is not a Banking Day, the next succeeding Banking
Day.

"Note" means a promissory note of the Company or other applicable Borrower payable to any Lender in the form of Exhibit Ahereto, as each such promissory note
may be amended, or otherwise modified from time to time, evidencing the aggregate
Indebtedness of such Borrower to such Lender resulting from outstanding Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

"Obligations" means all obligations (monetary or otherwise) of the Company, each other Borrower and each other Obligor arising under or
in connection with this Agreement, the Notes and each other Loan Document.

"Obligor" means the Company and each other Borrower or any other Person (other than the Administrative Agent or any Lender) obligated
under any Loan Document.

"Organic Document" means, relative to any Obligor, its articles or certificate of incorporation, its by-laws and all
shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock.

"Participant" is defined inSection 10.11.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its 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 as defined in section 4001(a)(3) of

10



ERISA),
and to which the Company or any ERISA Affiliate may have liability, 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.

"Percentage" means, relative to any Lender, the percentage set forth opposite its name on Schedule Ihereto or set forth in a Lender Assignment Agreement, as
such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered pursuant toSection 10.11.

"Person" means any natural person, corporation, partnership, firm, joint venture, limited liability company, association, trust,
government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"Plan" means any Pension Plan or Welfare Plan.

"Prime Rate" means the rate of interest publicly announced from time to time by Bank of America as its Prime Rate. The Prime Rate is
set by Bank of America based on various factors, including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some
loans. Bank of America may price loans to its customers at, above or below the Prime Rate. Any change in the Prime Rate will take effect at the opening of business on the day specified in a public
announcement of a change in Bank of America's Prime Rate.

"Quarterly Payment Date" means in the case of payment of interest on Alternate Base Rate Loans or the payment of any fee, the last day
of each March, June, September, and December or, if any such day is not a Banking Day, the next succeeding Banking Day.

"Related Party" means, with respect to any Person (i) any director (or Person holding the equivalent position) or officer (or
Person holding the equivalent position) of such Person, and (ii) any other Person which, directly or indirectly, controls or is controlled by or under common control with such first
Person (excluding any trustee under, or any committee with responsibility for administering, a Plan). A Person shall be deemed to be



"Release" means a "release", as such term is defined in CERCLA.

"Rentals" means all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination
of the lease or surrender of the property) payable by a Person as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by such
Person (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called "percentage
leases" shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

"Reportable Event" has the meaning given to such term in ERISA.

11



"Required Lenders" means Lenders having at least 51% of the Commitment Amount or, if the Commitments have been terminated, Lenders
holding at least 51% of the then aggregate outstanding principal amount of the Notes then held by the Lenders.

"Reserve Percentage" means, relative to any Interest Period for Eurocurrency Rate Loans or Eurodollar Rate Loans, the reserve
percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities
consisting of and including "Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period. For
purposes of this definition, any Eurocurrency Rate Loans or Eurodollar Rate Loans hereunder shall be deemed to be "Eurocurrency Liabilities" as defined in Regulation D.

"Rights" means, with respect to any Person, warrants, options or other rights to acquire Equity Interests in such Person.

"Senior Note Agreements" means, collectively, those Note Agreements, each dated as of September 1, 1990, between the Company and
certain purchasers, providing for the sale by the Company of its 9.52% Senior Notes due September 30, 2005, as such Note Agreements are amended, modified or supplemented from time to time.

"Stated Maturity Date" means March 31, 2003, or as extended, if extended, pursuant to Section 2.2.3.

"Subsidiary" means, as to any Person, (i) any corporation of which or in which such Person, such Person and one or more of its
Subsidiaries, or one or more Subsidiaries of such Person directly or
indirectly own 50% or more of the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency),
(ii) any partnership, joint venture or similar entity of which or in which such Person, such Person and one or more of its Subsidiaries, or one or more Subsidiaries of such Person directly or
indirectly own 50% or more of the capital interest or profits interest or (iii) any trust, association or other unincorporated organization of which or in which such Person, and one or more of
its Subsidiaries, or one or more Subsidiaries of such Person directly or indirectly own 50% or more of the beneficial interest.

"Swing Line Lender" means Bank of America in its capacity as swing line lender hereunder.

"Swing Line Loan" has the meaning specified inSection 2.8.

"Syndication Agent" is defined in thepreamble.

"Taxes" is defined inSection 4.6.

"Termination Event" with respect to any Pension Plan means (i) the institution by the Company, the PBGC or any other Person of
steps to terminate such Plan, (ii) the occurrence of a Reportable Event with respect to such Plan which the Administrative Agent or the Required Lenders reasonably believes may be a basis for
the PBGC to institute steps to terminate such Plan, or (iii) the withdrawal from such Plan (or deemed withdrawal under section 4062 (f) of ERISA) by the Company or any ERISA
Affiliate which is a substantial employer within the meaning of section 4063 of ERISA.

"Type" means, relative to any Loan, the portion thereof, if any, being maintained as a Alternate Base Rate Loan, Eurocurrency Rate Loan
or Eurodollar Rate Loan.

"United States" or "U.S." means the United States of America, its fifty States and the
District of Columbia.

12



"Unused Fee" is defined inSection 3.3.1.

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

SECTION
I.2Use of Defined Terms.Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in this Agreement shall have such meanings when used in the Schedules to this Agreement and in each Note, Borrowing Request, Continuation/Conversion Notice, Loan Document,
notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.

SECTION
I.3Cross-References.Unless otherwise specified, references in this Agreement and in each
other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION
I.4Accounting and Financial Determinations.Unless otherwise specified, all accounting terms
used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.3) shall be made, and all
financial
statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles
("GAAP") applied in the preparation of the financial statements referred to inSection 6.5.

ARTICLE II     COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION
II.1Commitments.On the terms and subject to the conditions of this Agreement (including Article V), each Lender severally
agrees to make Loans pursuant to the Commitments described in this Section 2.1.

SECTION
II.1.1Commitment of Each Lender.From time to time on any Banking Day occurring prior to the
Commitment Termination Date, each Lender will make loans (relative to such Lender, and of any Type, the "Loans") to a Borrower equal to such Lender's
Percentage of the aggregate amount of the Borrowing requested by such Borrower to be made on such day. Eurocurrency Rate Loans shall be made in a currency which is not a Designated Currency only with
the consent of all Lenders. The commitment of each Lender described in thisSection 2.1.1is herein referred to as its
"Commitment". On the terms and subject to the conditions hereof, each Borrower may from time to time borrow, repay and reborrow Loans made to it.



13





SECTION
II.2Reduction and Increase of Commitment Amount; Extension of Stated Maturity Date.



14





SECTION
II.3Borrowing Procedure.By requesting in writing or by telephone (promptly confirmed in
writing) on or before 11:00 a.m., Chicago, Illinois time, on a Banking Day, in accordance with the provisions of this Section 2.3applicable to the Type of Borrowing requested, the Company,
 through one of its Authorized Corporate Officials may, on
behalf of the Company or any other Borrower, from time
to time irrevocably request that a Borrowing be made (a) in the case of Alternate Base Rate Loans, in a minimum aggregate amount of $500,000 and an integral multiple of $500,000, or in the
unused amount of the Commitments and (b) in the case of Fixed Rate Loans of any Type, in a minimum aggregate amount (or, in the case of Eurocurrency Rate Loans, in a minimum aggregate amount
which is the Approximate Dollar Equivalent) of $3,000,000, with respect to Fixed Rate Loans disbursed to an account or location in the United States, and $1,000,000, with respect to Fixed Rate Loans
disbursed to an account or location not in the United States and, in each case, an integral multiple of $1,000,000. The outstanding principal amount of Eurocurrency Rate Loans shall not exceed
$20,000,000 in the aggregate at any time. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the same Type of Loans, and shall be made on the same
Banking Day. On or before 1:00 p.m. (Chicago time) on the Banking Day a requested Borrowing is to be made, each Lender shall deposit with the Administrative Agent same day funds in an amount
equal to such Lender's Percentage of the requested Borrowing and in the applicable currency. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by
notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the applicable Borrower pursuant to Section 2.3.3. No Lender's
obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. All telephonic or other
oral requests for a Borrowing shall be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request therefor (including delivery by facsimile transmission in accordance
withSection 10.2) duly executed by an Authorized Corporate Officer of the Company not later than five (5) Banking Days after the date of
any such oral request,provided, howeverthat a Borrower's failure to comply with any of the above requirements shall not in any manner
affect the obligations of the applicable Borrower to repay any Loans made to such Borrower in accordance with the terms of this Agreement and its Notes.



15





SECTION
II.4Continuation and Conversion Elections.By requesting in writing or by telephone (promptly
confirmed in writing as hereinafter provided) to the Administrative Agent on or before 11:00 a.m., Chicago, Illinois time, on a Banking Day, a Borrower may from time to time irrevocably elect
that all or a portion of one Type of Loans be continued as such Type or converted into another Type of Loans, in accordance with the applicable provisions of this Section 2.4;provided, howeverthat (i) the aggregate dollar amount of
Loans which may be converted and/or continued at any one time shall not be less than (a) in the case of Alternate Base Rate Loans, a minimum aggregate amount of $500,000 and an integral
multiple of $500,000, and (b) in the case of Fixed Rate Loans of any Type, a minimum aggregate amount of $5,000,000 and an integral multiple of $1,000,000, (ii) each such conversion or
continuation shall be pro rated among the applicable outstanding Loans of all Lenders, and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted
into, Fixed Rate Loans when any Default has occurred and is continuing. Each telephonic or other oral conversion or continuation request referred to in this Section 2.4shall be promptly
confirmed in writing by delivery to the Administrative Agent of a duly completed
Conversion/Continuation Notice duly executed by an Authorized Officer of the Company not later than five (5) Banking Days after the date of any such oral request. In the absence of receipt of a
telephonic or written request for continuation or conversion with respect to any Fixed Rate Loan in accordance with the provisions of this Section 2.4, such Fixed Rate Loan shall, on the last day of
the applicable Interest Period, automatically convert to a Alternate Base Rate Loan.

SECTION
II.5Currency Equivalents.



16





SECTION
II.6Funding.As to any Eurodollar Rate Loan or Eurocurrency Rate Loan each Lender may, if it
so elects, fulfill its obligation to make, continue or convert such Fixed Rate Loans hereunder by causing one of its foreign branches or Related Parties (or an international banking facility created
by such Lender) to make or maintain such Fixed Rate Loan;provided, however,that such Fixed Rate Loan shall nonetheless be deemed to
have been made and to be held by such Lender, and the obligation of the applicable Borrower to repay such Fixed Rate Loan shall nevertheless be to such Lender for the account of such foreign branch,
Related Party or international banking facility. In addition, each Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of Sections 4.1,4.2,4.3or4.5, it shall be conclusively assumed that each Lender elected to fund all Eurodollar Rate Loans and all Eurocurrency Rate Loans by purchasing
Eurodollar deposits, or deposits in the applicable Eurocurrency, in its Interbank Lending Office's interbank eurocurrency market.

SECTION
II.7Notes.Each Lender's Loans to a Borrower under its Commitment shall be evidenced by a Note
made by such Borrower payable to the order of such Lender in a maximum principal amount equal to such Lender's Percentage of the original Commitment Amount. Each Borrower hereby irrevocably authorizes
each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Note from such Borrower (or on any continuation of such grid), which notations, if made, shall
evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall be conclusive and binding on
each Borrower absent manifest error;provided, however,that the failure of any Lender to make any such notations shall not limit or
otherwise affect any Obligations of a Borrower or any other Obligor.

SECTION
II.8Swing Line Commitment.On the terms and subject to the conditions of this Agreement
(includingArticle V), the Swing Line Lender agrees to make Loans to Borrowers on a revolving basis (each such loan, a
"Swing Line Loan") from time to time on any Banking Day prior to the Commitment Termination Date in an aggregate principal amount at any one time
outstanding not to exceed $10,000,000;providedthat after giving effect to any proposed Swing Line Loan, the aggregate outstanding
principal amount of all Loans of all Lenders (in Dollars or the Dollar Equivalent) shall not exceed the Commitment Amount. All Swing Line Loans will be made as Alternate Base Rate Loans and shall not
be entitled to be converted into Fixed Rate Loans. Borrowers may not request more than 12 Swing Line Loans in any calendar year.



17





18





ARTICLE III     REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION
III.1Repayments and Prepayments.Each Borrower shall repay in full the unpaid principal amount
of each Loan made to such Borrower upon the Stated Maturity Date therefor. Prior thereto, each Borrower:



19





## 



Each
prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.5. No voluntary prepayment of principal of any
Loans shall cause a reduction in the Commitment Amount.

SECTION
III.2Interest Provisions.Interest on the outstanding principal amount of Loans shall accrue
and be payable in accordance with thisSection 3.2.



20





SECTION
III.3Fees.The Company agrees to pay the fees set forth in this Section 3.3. All such fees shall be non-refundable.



21





SECTION
III.4Computation of Interest and Fees.All Fixed Rate Loans shall bear interest from and
including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Fixed Rate Loan. Interest on
each Fixed Rate Loan and any fees shall be computed on the basis of a year consisting of 360 days and paid for actual days elapsed. Interest on each Alternate Base Rate Loan shall be computed
on the basis of a year consisting of 365 or 366 days, as the case may be, and paid for actual days elapsed.

ARTICLE IV     CERTAIN INTEREST RATE AND OTHER PROVISIONS

SECTION
IV.1Fixed Rate Lending Unlawful.If any Lender shall determine (which determination shall,
upon notice thereof to the Company and the Lenders, be conclusive and binding on all Borrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a Fixed Rate Loan of a certain Type,
the obligations of all Lenders to make, continue, maintain or convert any such Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that
the circumstances causing such suspension no longer exist, and all Fixed Rate Loans of such Type shall automatically convert into Alternate Base Rate Loans or, subject to compliance with the
applicable provisions of Section 2.3, another Type of Fixed Rate Loans, at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

SECTION
IV.2Deposits Unavailable.If the Administrative Agent shall have been notified by any Lender
that such Lender has determined that



then,
upon notice from the Administrative Agent to the Company and the Lenders, the obligations of all Lenders underSection 2.3andSection 2.4to make or continue any Loans as, or to convert any Loans into, Fixed Rate Loans of such Type shall forthwith be
suspended until the Administrative Agent shall have been notified by the relevant Lender, and the Administrative Agent shall have notified the Company and the Lenders, that the circumstances causing
such suspension no longer exist.

SECTION
IV.3Increased Fixed Rate Loan Costs, etc.The Company agrees to reimburse each Lender for any
increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Fixed Rate Loans. Such Lender shall promptly notify the Administrative Agent and the Company in writing of
the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced
amount. Such additional amounts shall be payable by the Company directly to such Lender within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the Company.

SECTION
IV.4Increased Capital Costs With Respect to Commitments.If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of
law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by any Lender or any Person controlling
such Lender,

22



and
such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person's capital as a consequence of its Commitment or the Loans made by such Lender
is reduced to a level below that which such Lender or such controlling Person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time
by such Lender to the Company, the Company agrees that it shall immediately pay directly to such Lender additional amounts sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return at the time suffered or incurred. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on the Company. In determining such amount, such Lender may use any reasonable method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable.

SECTION
IV.5Funding Losses.In the event any Lender shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a Fixed Rate Loan) as a result of



then,
upon the written notice of such Lender to the Company (with a copy to the Administrative Agent), the Company agrees that it shall, within five days of the Company's receipt thereof, pay directly
to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on the Company.

SECTION
IV.6Taxes.All payments by each Borrower of principal of, and interest on, the Loans and all
other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts (such
non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by a Borrower hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Company will cause such Borrower to



23





Moreover,
if any Taxes are directly asserted against the Administrative Agent or any Lender with respect to any payment received by the Administrative Agent or such Lender hereunder, the
Administrative Agent or such Lender may pay such Taxes and the Company agrees that it will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had not such Taxes
been asserted.

If
any Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the respective Lenders, the
required receipts or other required documentary evidence, the Company agrees to indemnify the Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result
of any such failure. For purposes of thisSection 4.6, a distribution hereunder by the Administrative Agent or any Lender to or for the account
of any Lender shall be deemed a payment by the Company.

Upon
the request of the Company or the Administrative Agent, each Lender that is organized under the laws of a jurisdiction other than the United States shall, prior to the due date
of any payments under the Notes, execute and deliver to the Company and the Administrative Agent, on or about the first scheduled payment date in each Fiscal Year, one or more (as the Company or the
Administrative Agent may reasonably request) United States Internal Revenue Service Forms 4224 or Forms 1001 or such other forms or documents (or successor forms or documents),
appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Lender is exempt from withholding or deduction of Taxes.

If
a Lender receives a refund of any amount paid by a Borrower pursuant to this Section in respect of amounts required to be withheld or deducted from amounts due to such
Lender under this Agreement and the other Loan Documents, and if as a result of such Lender's receipt of such refund the net amount received by such Lender exceeds the amount to which such Lender is
entitled under this Agreement and the other Loan Documents, such Lender shall promptly pay to the Administrative Agent, for the account of such Borrower, the amount of such excess.

SECTION
IV.7Payments, Computations, etc.Unless otherwise expressly provided, all payments by a
Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by such Borrower to the Administrative Agent for the account of each Lender in the amount of its Percentage
thereof. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:30 p.m., Chicago, Illinois time, on the
date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Company. Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding Banking Day. The Company hereby authorizes the Administrative Agent and the Administrative Agent may, in its sole and
absolute discretion, provide for the payment of any amounts required to be paid in Dollars which are due under this Agreement or the other Loan Documents, by debiting the Demand Deposit Account for
the amount then due;provided, however, that the failure of the Company to maintain sufficient balances in the Demand Deposit Account to provide for
such payment shall not affect any Borrower's obligation to pay when due all amounts payable by such Borrower hereunder or under any other Loan Document. The Administrative Agent shall remit to each
Lender, not later than 5:00 p.m. Chicago, Illinois time on the Banking Day received (the Banking Day of receipt to be determined pursuant to this Section 4.7), same day funds in an amount equal
to such Lender's share, if any, of such payments received by the Administrative Agent from a
Borrower for the account of such Lender. Whenever any payment to be made shall otherwise be due on a day which is not a Banking Day, such payment shall (except as

24



otherwise
required byclause (c)of the definition of the term "Interest Period"
with respect to Eurodollar Rate Loans or Eurocurrency Rate Loans) be made on the next succeeding Banking Day and such extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

SECTION
IV.8Sharing of Payments.Except as contemplated by Section 4.7, if any Lender shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of setoff or otherwise) on
account of any Loan (other than pursuant to the terms ofSections 4.3,4.4and 4.5) in excess of itspro ratashare of payments then or therewith obtained by
all Lenders, such Lender shall purchase from the other Lenders such participations in Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment or other
recovery ratably with each of them;provided, however,that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price
to the ratable extent of such recovery together with an amount equal to such selling Lender's ratable share (according to the proportion of



of
any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of such Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to
the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

SECTION
IV.9Setoff.Each Lender shall, upon the occurrence of any Default described in clauses (a)through(d)of Section 8.1.9with respect to any Borrower or, with the consent of the Required Lenders, upon the occurrence of any other Event
of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), any and all balances, credits, deposits, accounts or moneys of such
Borrower then or thereafter maintained with such Lender;provided, howeverthat any such appropriation and application shall be subject
to the provisions ofSection 4.8. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such setoff and
application made by such Lender;provided, howeverthat the failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may
have.

SECTION
IV.10Use of Proceeds.Each Borrower shall apply the proceeds of each Borrowing for general
corporate purchases, including, but not limited to, capital expenditures, acquisitions and investments, general working capital purposes and the repayment of existing indebtedness; without limiting
the foregoing, no proceeds of any Loan will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any "margin
stock", as defined in F.R.S. Board Regulation U, if such acquisition would violate or cause any Lender to violate such Regulation U.

SECTION
IV.11Currency Indemnification.The obligation of any Borrower to make payments hereunder in
the currencies specified in Article III shall not be discharged as satisfied by any tender or

25



recovery
which is expressed in any other currencies except to the extent that such tender or recovery shall result in the actual receipt by the Lenders of the full amount in the currencies so
specified payable hereunder. The Borrower's obligations to make payments in the currencies so specified shall be enforceable as an alternative or additional cause of action for the purpose of recovery
in such currencies of the amount, if any, by which such actual receipt shall fall short of the full amount in such currencies payable hereunder, and shall not be affected by judgment being obtained
for any sums due hereunder.

Without
limiting the generality of the previous paragraph, the Company agrees to indemnify each Lender against any loss incurred by it as a result of any judgment or order being given
or made for the payment of any Indebtedness hereunder and such judgment or order being expressed in a currency other than the currency of the Indebtedness hereunder and as a result of any variation
having occurred in rates of exchange between the date of any such amount becoming due hereunder and the date of actual payment thereof The foregoing indemnity shall constitute a separate and
independent obligation and shall apply irrespective of any indulgence granted from time to time and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

ARTICLE V     CONDITIONS TO BORROWING

SECTION
V.1Initial Borrowing of the Company.The effectiveness of this Agreement shall be subject to
the prior or concurrent satisfaction of each of the conditions precedent set forth in thisSection 5.1. The obligations of the Lenders to fund an
initial Borrowing of the Company shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set forth in thisSection 5.1, in addition to the applicable conditions precedent set
forth inSection 5.3.



26





SECTION
V.2Initial Borrowing of a Designated Subsidiary.The obligations of the Lender to fund an
initial Borrowing of any Designated Subsidiary shall be subject to the prior or concurrent satisfaction of each of the conditions precedent in this Section 5.2, in addition to the applicable
conditions precedent set forth in Sections 5.1and5.3.



27





SECTION
V.3All Borrowings.The obligation of each Lender to fund any Loan on the occasion of any
Borrowing (including the initial Borrowing) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.3.



28





ARTICLE VI     REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Administrative Agent to enter into this Agreement and to make Loans hereunder, the Company represents and warrants unto
the Administrative Agent and each Lender as set forth in thisArticle VI.

SECTION
VI.1Organization, etc.The Company and each of its Subsidiaries is a corporation validly
organized and existing and in good standing under the laws of the jurisdiction of its incorporation or formation and is duly qualified to do business and is in good standing as a foreign corporation
in each jurisdiction where the nature of its business requires such qualification, except such jurisdictions where failure to so qualify and be in good standing is not reasonably likely to have a
material adverse effect on the operations or financial condition of the Company and its Subsidiaries taken as a whole. The Company has, and each Subsidiary upon becoming a Designated Subsidiary will
have, full power and authority and holds, and will hold, all requisite governmental consents and other approvals to enter into, deliver and perform its Obligations under this Agreement, its Notes and
each other Loan Document to which it is a party and to own and hold under lease its property and to conduct its business substantially as currently conducted by it.

SECTION
VI.2Due Authorization, Non-Contravention, etc.The execution, delivery and
performance by the Company of this Agreement, the Notes and each other Loan Document executed or to be executed by it and the execution, delivery and performance by each Designated Subsidiary or other
Obligor of each Loan Document executed or to be executed by it are within the Company's and each such Designated Subsidiary's or other Obligor's corporate powers, have been duly authorized by all
necessary corporate action, and do not



SECTION
VI.3Government Approval, Regulation, etc.The Company and its Subsidiaries are in material
compliance with all statutes and governmental rules and regulations applicable to them and no authorization or approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution, delivery or performance by the Company, any Designated Subsidiary or any other Obligor of this Agreement, the Notes or
any other Loan Document to which it is a party. Neither the Company nor any of its Subsidiaries is an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

29



## 

SECTION
VI.4Validity, etc.This Agreement constitutes, and the Notes and each other Loan Document
executed by the Company, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the
availability of equitable remedies; and each Loan Document executed pursuant hereto by each Designated Subsidiary or other Obligor, will, on the due execution and delivery thereof by such Designated
Subsidiary or other Obligor, be the legal, valid and binding obligation of such Designated Subsidiary or other Obligor enforceable in accordance with its terms, with like exception.

SECTION
VI.5Financial Information.The audited consolidated balance sheets of the Company and its
Subsidiaries as at September 30, 1999 and the unaudited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 1999, and the related statements of earnings
and cash flow of the Company and each of its Subsidiaries, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended.

SECTION
VI.6No Material Adverse Change.Since the dates of the financial statements described in Section 6.5, there has been no material
adverse change in the financial condition, operations, assets, business, properties or prospects of the
Company and its Subsidiaries taken as a whole.

SECTION
VI.7Litigation, Labor Controversies, etc.There is no pending or, to the knowledge of the
Company, threatened litigation, action or proceeding against the Company or any of its Subsidiaries or labor controversy involving the Company or any of its Subsidiaries or any of their respective
properties, which might reasonably be expected to materially adversely affect the financial condition, operations, assets, business, properties or prospects of the Company and its Subsidiaries taken
as a whole or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document, except as disclosed in Item 6.7("Litigation") orItem 6.14("Environmental
Matters") of the Disclosure Schedule.

SECTION
VI.8Subsidiaries.The Company has no Subsidiaries, except those Subsidiaries



SECTION
VI.9Partnerships; Joint Ventures.Neither the Company nor any of its Subsidiaries is a partner
or a joint venturer in any partnership or joint venture other than the partnerships and joint ventures which are identified in Item 6.9("Partnerships and Joint Ventures") of the Disclosure
Schedule.

SECTION
VI.10Ownership of Properties.The Company and each of its Subsidiaries owns good and
marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.1.

SECTION
VI.11Taxes.The Company and each of its Subsidiaries has filed all tax returns and reports
required by law to have been filed by it and have paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith
by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

30



SECTION
VI.12Insurance.The Company and each of its Subsidiaries maintain insurance, including
self-insurance, to such extent and against such hazards and liabilities as is commonly maintained by companies similarly situated.

SECTION
VI.13Pension and Welfare Plans.During the twelve-consecutive-month period prior to the date
of the execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, no Reportable Event has occurred, no steps have been taken by the PBGC, the Company or an ERISA
Affiliate to terminate or withdraw from any Pension Plan, and 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 ERISA
Affiliate of any material liability, fine or penalty. Except as disclosed inItem 6.13("Employee Benefit Plans") of the
Disclosure Schedule, neither the Company nor any ERISA Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

SECTION
VI.14Environmental Warranties.



31





SECTION
VI.15Regulations U and X.The Company is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of, purchasing or carrying margin stock, and no proceeds of any Loans will be used for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation U or X. As of the date of the initial Borrowing and after giving effect to the intended application of the proceeds of each Borrowing thereafter, the
current value of the margin stock owned by the Company at such time does not exceed 25% of the value of the Company's assets which may not be pledged or made subject to any Lien pursuant to this
Agreement. Terms for which meanings are provided in F.R.S. Board Regulation U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with
such meanings.

SECTION
VI.16Year 2000 Compliance.The Company and each of its Subsidiaries have conducted a
comprehensive review and assessment of the Company's and each of its Subsidiaries' computer
applications and made inquiry of the Company's and each of its Subsidiaries' key suppliers, vendors and customers with respect to the "year 2000 problem" (that is, the risk that computer applications
may not be able to properly perform date-sensitive functions after December 31, 1999) and, based on that review and inquiry, the Company does not believe the year 2000 problem will
result in a material adverse change in the Company's and each of its Subsidiaries' business condition (financial or otherwise), operations, properties or prospects, or ability to repay the
obligations.

SECTION
VI.17Indebtedness.All Indebtedness of the Company and its Subsidiaries in existence on the
Effective Date (other than trade payables incurred in the ordinary course of business) is set forth inItem 6.17("Indebtedness")
of the Disclosure Schedule.

SECTION
VI.18Accuracy of Information.All factual information heretofore or contemporaneously
furnished by or on behalf of the Company in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby taken together
does not, and all other such factual information hereafter furnished by or on

32



behalf
of the Company to the Administrative Agent or any Lender taken together will not, on the date as of which such information is dated or certified, contain any untrue statement of a material fact
or omit a material fact necessary to make the factual information contained therein not misleading in light of the circumstances in which it was provided.

ARTICLE VII     COVENANTS

SECTION
VII.1Affirmative Covenants.The Company agrees with the Administrative Agent and each Lender
that, until all Commitments have terminated and all Obligations have been paid and performed in full, the Company will perform the obligations set forth in this Section 7.1.



33





34





SECTION
VII.2Negative Covenants.The Company agrees with the Administrative Agent and each Lender
that, until all Commitments have terminated and all Obligations have been paid and performed in full, the Company will perform the obligations set forth in this Section 7.2.



35





36





37





38





ARTICLE VIII     EVENTS OF DEFAULT

SECTION
VIII.1Listing of Events of Default.Each of the following events or occurrences described in
this Section 8.1 shall constitute an "Event of Default".



39





## 



40





SECTION
VIII.2Action if Bankruptcy.If any Event of Default described in clauses (a)through(e)of Section 8.1.9shall occur with respect to the Company or any Subsidiary, the Commitments (if not theretofore terminated) shall
automatically terminate and be reduced to zero and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable,
without notice or demand.

SECTION
VIII.3Action if Other Event of Default.If any Event of Default (other than any Event of
Default described inclauses (a)through(e)of Section 8.1.9with respect to the
Company or any Subsidiary) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by notice to the Company declare all or any portion of the outstanding principal amount of the Loans and other
Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated and reduced to zero, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due and payable, without further notice, dem and or presentment, and/or, as the case may be, the Commitments shall terminate
and be reduced to zero.

ARTICLE IX     THE ADMINISTRATIVE AGENT

SECTION
IX.1Actions.Each Lender hereby appoints Bank of America as its Administrative Agent under and
for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other
Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees
that it will comply, except as otherwise provided in this Section or as

41



otherwise
determined by the Administrative Agent in good faith on advice from legal counsel that to do so could (i) be in violation of the terms of this Agreement or another Loan Document,
(ii) be contrary to public policy or in violation of law, regulation, guideline, decision, directive or opinion of any court or regulator or governmental or regulatory body having jurisdiction
over the Administrative Agent, or (iii) expose the Administrative Agent to liability, fine or penalty), to exercise such powers hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive
any termination of this Agreement) the Administrative Agent, pro rata according to such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the
Notes and any other Loan Document, including reasonable attorneys' fees, and as to which the Administrative Agent is not reimbursed by the Company;provided,
however,that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are
determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent's gross negligence or wilful misconduct. The Administrative Agent shall not
be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document,
unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent's determination, inadequate, the
Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

SECTION
IX.2Funding Reliance, etc.Unless the Administrative Agent shall have been notified by
telephone, confirmed in writing, by any Lender by 5:00 p.m., Chicago time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the
Company severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such
amount available to the Company to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing.

SECTION
IX.3Exculpation.Neither the Administrative Agent nor any of its directors, officers,
employees or Administrative Agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own wilful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due
execution of this Agreement or any other Loan Document, nor to make any inquiry respecting the performance by the Company or any other Borrower of its obligations hereunder or under any other Loan
Document. Any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action. The Administrative Agent shall be entitled to rely
upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a
proper Person.

SECTION
IX.4Successor.The Administrative Agent may resign as such at any time upon at least
30 days' prior notice to the Company and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent
which shall thereupon become the Administrative Agent hereunder. If no successor Administrative

42



Agent
shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving notice of resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the
laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such
documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation
hereunder as the Administrative Agent, the provisions of



SECTION
IX.5Loans by Lenders.Bank of America shall have the same rights and powers with respect to
(x) the Loans made by it or any of its Related Parties, and (y) the Notes held by it or any of its Related Parties as any other Lender and may exercise the same as if it were not the
Administrative Agent. Bank of America and its Related Parties may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any Subsidiary or Related Party
of the Company as if Bank of America were not the Administrative Agent hereunder.

SECTION
IX.6Credit Decisions.Each Lender acknowledges that it has, independently of the
Administrative Agent and each other Lender, and based on such Lender's review of the financial information of the Company, this Agreement, the other Loan Documents (the terms and provisions of which
being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitment. Each Lender
also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement or any other Loan Document.

SECTION
IX.7Copies, etc.The Administrative Agent shall give prompt notice to each Lender of each
notice or request required or permitted to be given to the Administrative Agent by the Company pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Company).
The Administrative Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by the Administrative Agent from the
Company for distribution to the Lenders by the Administrative Agent in accordance with the terms of this Agreement.

SECTION
IX.8Syndication Agent.The Lender identified in this Agreement as the Syndication Agent shall
not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, such Lender shall not
have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent
inSection 9.6.

43



ARTICLE X     MISCELLANEOUS PROVISIONS

SECTION
X.1Waivers, Amendments, etc.The provisions of this Agreement and of each other Loan Document
may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Company and the Required Lenders; provided, however, that no such
amendment, modification or waiver which would:



No
failure or delay on the part of the Administrative Agent, any Lender or the holder of any Note in exercising any power or right under this Agreement or any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand
on the Company in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Administrative Agent, any Lender or the holder of any Note under
this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require
any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION
X.2Notices.All notices and other communications provided to any party hereto under this
Agreement or any other Loan Document shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth below its signature hereto
or set forth in the Lender Assignment Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when sent;provided,
howeverthat notices to the Administrative Agent underSections 2.3through 2.5shall not be effective until
actually received by the Administrative Agent; any notice, if transmitted by facsimile, shall be deemed
given when transmitted.

SECTION
X.3Payment of Costs and Expenses.The Company agrees to pay on demand all reasonable expenses
of the Administrative Agent (including the fees and out-of-pocket expenses of counsel to the Administrative Agent and of local counsel, if any, who may be retained by counsel
to the Administrative Agent) in connection with



44





The
Company further agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution
or delivery of this Agreement, the borrowings hereunder, or the issuance of the Notes or any other Loan Documents or the acceptance of telephonic or other instructions for making Loans. The Company
also agrees to reimburse the Administrative Agent and each Lender upon demand its reasonable expenses, including fees and out-of-pocket expenses of counsel (including counsel
who may be employees of the Administrative Agent or such Lender), incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or
"work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

SECTION
X.4Indemnification.In consideration of the execution and delivery of this Agreement by each
Lender and the extension of the Commitments, the Company hereby indemnifies, exonerates and holds the Administrative Agent and each Lender and each of their respective officers, directors, employees
and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to



except
for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's gross negligence or wilful misconduct, or such
Indemnified Party's failure to comply withSections 10.11or10.12. If and to the
extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

SECTION
X.5Survival.The obligations of the Company under Sections 4.3,4.4,4.5, 4.6,10.3and10.4, and the obligations
of the Lenders underSection 9.1, shall in each case survive any termination of this Agreement, the payment in full of all Obligations and the
termination of all Commitments. The representations and warranties made by each Obligor in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and
each such other Loan Document.

SECTION
X.6Severability.Any provision of this Agreement or any other Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining

45



provisions
of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION
X.7Headings.The various headings of this Agreement and of each other Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.

SECTION
X.8Execution in Counterparts, Effectiveness, etc.This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be executed by the Company and the Administrative Agent and be deemed to be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall become effective when counterparts hereof executed on behalf of the Company and each Lender (or notice thereof satisfactory to the Administrative Agent)
shall have been received by the Administrative Agent and notice thereof shall have been given by the Administrative Agent to the Company and each Lender.

SECTION
X.9Governing Law; Entire Agreement.THIS AGREEMENT, THE NOTES AND EACH
OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.This Agreement, the Notes and
the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect
thereto.

SECTION
X.10Successors and Assigns.This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;provided, howeverthat:



SECTION
X.11Sale and Transfer of Loans and Note; Participations in Loans and Note.Each Lender may
assign, or sell participations in, its Loans and Commitment to one or more other Persons in accordance with thisSection 10.11.



46





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SECTION
X.12Exempt Character of Transaction.The Company, the Lenders and the Administrative Agent
agree that each will not (and in the case of the Company, it will not permit any Subsidiary to), directly or indirectly, sell or offer, or attempt to or offer to dispose of, any interest in the Notes
or any
substantially similar instruments of any borrower hereunder, or solicit any offers to buy any interest therein from, or otherwise approach or negotiate with respect thereto with, any Person whatsoever
so as to bring the execution and delivery of either this Agreement or the Notes within the provisions of Section 5 of the Securities Act of 1933, as now in effect or later amended.

SECTION
X.13Other Transactions.Nothing contained herein shall preclude the Administrative Agent or
any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Company or any of its Affiliates in which the Company or
such Affiliate is not restricted hereby from engaging with any other Person.

SECTION
X.14Forum Selection and Consent to Jurisdiction.ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE LENDERS, THE COMPANY OR ANY OTHER BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS;PROVIDED, HOWEVER,THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT

48



THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION
X.15Waiver of Jury Trial.THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE COMPANY.
THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

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

| |  | ANDREW CORPORATION
| |  | ------------------
| |  | By:               
| |  | Title:            
| |  | Address:          
| |  | Facsimile No.:    
| |  | Attention:        

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| |  | BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent
| |  | --------------------------------------------------------------
| |  | By:                                                           
| |  | Title:                                                        
| |  | Address:                                                      
| |  | Facsimile No.:                                                
| |  | Attention:                                                    
| |  | LENDERS                                                       
| |  | BANK OF AMERICA, NATIONAL ASSOCIATION                         
| |  | By:                                                           
| |  | Title:                                                        
| |  | Domestic Office:                                              
| |  | Facsimile No.:                                                
| |  | Attention:                                                    
| |  | Interbank Lending Office:                                     
| |  | Facsimile No.:                                                
| |  | Attention:                                                    

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| |  | ABN AMRO BANK N.V.               
| |  | ---------------------------------
| |  | By:                              
| |  | Title:                           
| |  | By:                              
| |  | Title:                           
| |  | Domestic Office:                 
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | Interbank Lending Office:        
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | BANCA NAZIONALE DEL LAVORO S.p.A.
| |  | By:                              
| |  | Title:                           
| |  | By:                              
| |  | Title:                           
| |  | Domestic Office:                 
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | Interbank Lending Office:        
| |  | Facsimile No.:                   
| |  | Attention:                       

51



| |  | THE BANK OF TOKYO-MITSUBISHI LTD., CHICAGO BRANCH
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Title:                                           
| |  | Domestic Office:                                 
| |  | Facsimile No.:                                   
| |  | Attention:                                       
| |  | Interbank Lending Office:                        
| |  | Facsimile No.:                                   
| |  | Attention:                                       
| |  | BANK ONE, NA(Main Office Chicago)                
| |  | By:                                              
| |  | Title:                                           
| |  | Domestic Office:                                 
| |  | Facsimile No.:                                   
| |  | Attention:                                       
| |  | Interbank Lending Office:                        
| |  | Facsimile No.:                                   
| |  | Attention:                                       

52



| |  | FLEET NATIONAL BANK              
| |  | ---------------------------------
| |  | By:                              
| |  | Title:                           
| |  | Domestic Office:                 
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | Interbank Lending Office:        
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | INDUSTRIAL BANK OF JAPAN, LIMITED
| |  | By:                              
| |  | Title:                           
| |  | Domestic Office:                 
| |  | Facsimile No.:                   
| |  | Attention:                       
| |  | Interbank Lending Office:        
| |  | Facsimile No.:                   
| |  | Attention:                       

53



| |  | THE NORTHERN TRUST COMPANY
| |  | --------------------------
| |  | By:                       
| |  | Title:                    
| |  | Domestic Office:          
| |  | Facsimile No.:            
| |  | Attention:                
| |  | Interbank Lending Office: 
| |  | Facsimile No.:            
| |  | Attention:                
| |  | SUNTRUST BANK             
| |  | By:                       
| |  | Title:                    
| |  | Domestic Office:          
| |  | Facsimile No.:            
| |  | Attention:                
| |  | Interbank Lending Office: 
| |  | Facsimile No.:            
| |  | Attention:                

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