Exhibit 10.1



                  FIVE-YEAR TERM LOAN AGREEMENT

                           dated as of
                          June 11, 2007

                              among

                 UNITED STATES STEEL CORPORATION

                    THE LENDERS PARTY HERETO

                               and

                   JPMORGAN CHASE BANK, N.A.,
                     as Administrative Agent

                      ____________________


                  J.P. MORGAN SECURITIES INC.,
                Sole Lead Arranger and Bookrunner

                      _____________________



     BANK OF AMERICA, N.A.,    CITIZENS BANK OF PENNSYLVANIA,
          Syndication Agent           Syndication Agent

                     ______________________



     PNC BANK, NATIONAL ASSOCIATION,    THE BANK OF NOVA SCOTIA,
        Documentation Agent           Documentation Agent



                      MORGAN STANLEY BANK,
                     Co-Documentation Agent






                        TABLE OF CONTENTS

                                                                  Page


                            ARTICLE 1
                           Definitions

Section 1.01.  Defined Terms                                        1
Section 1.02.  Terms Generally                                     18
Section 1.03.  Accounting Terms; Changes in GAAP                   18

                            ARTICLE 2
                            The Loans

Section 2.01.  Commitments to Lend                                 19
Section 2.02.  Notice of Borrowing                                 19
Section 2.03.  Notice to Lenders; Funding of Loans                 19
Section 2.04.  Maturity of Loans; Scheduled Amortization           20
Section 2.05.  Interest Rates                                      20
Section 2.06.  Method of Electing Interest Rates                   21
Section 2.07.  Commitment Fees                                     23
Section 2.08.  Optional Termination or Reduction of Commitments    23
Section 2.09.  Optional Prepayments                                23
Section 2.10.  Computation of Interest and Fees                    24
Section 2.11.  Evidence of Debt                                    24
Section 2.12.  Change in Control                                   25
Section 2.13.  Alternate Rate of Interest                          25
Section 2.14.  Increased Costs                                     25
Section 2.15.  Break Funding Payments                              27
Section 2.16.  Taxes                                               27
Section 2.17.  Payments Generally; Pro Rata Treatment; Sharing
               of Set-Offs                                         28
Section 2.18.  Lender's Obligation to Mitigate; Replacement of
               Lenders                                             30

                            ARTICLE 3
                 Representations and Warranties

Section 3.01.  Organization; Powers                                31
Section 3.02.  Authorization; Enforceability                       31
Section 3.03.  Governmental Approvals; No Conflicts                32
Section 3.04.  Financial Statements; No Material Adverse Change    32
Section 3.05.  Litigation and Environmental Matters                32
Section 3.06.  Taxes                                               32
Section 3.07.  Investment Company Status                           33
Section 3.08.  ERISA                                               33
Section 3.09.  Disclosure                                          33

                            ARTICLE 4
                           Conditions

Section 4.01.  Effective Date                                      33
Section 4.02.  Conditions to Borrowing                             34

                            ARTICLE 5
                      Affirmative Covenants

Section 5.01.  Financial Statements and Other Information          35
Section 5.02.  Existence; Conduct of Business                      37
Section 5.03.  Maintenance of Properties                           37
Section 5.04.  Insurance                                           37
Section 5.05.  Proper Records; Rights to Inspect                   38
Section 5.06.  Compliance with Laws                                38
Section 5.07.  Use of Proceeds                                     38

                            ARTICLE 6
                       Negative Covenants

Section 6.01.  Liens                                               38
Section 6.02.  Fundamental Changes                                 40
Section 6.03.  Interest Coverage Ratio                             41
Section 6.04.  Leverage Ratio                                      41

                            ARTICLE 7
                        Events of Default


                            ARTICLE 8
                           The Agents

Section 8.01.  Appointment and Authorization                       43
Section 8.02.  Administrative Agent and Affiliates                 43
Section 8.03.  Action by Administrative Agent                      44
Section 8.04.  Consultation with Experts                           44
Section 8.05.  Liability of Administrative Agent                   44
Section 8.06.  Credit Decision                                     44
Section 8.07.  Successor Administrative Agent                      44
Section 8.08.  Agents' Fees                                        45
Section 8.09.  Other Agents                                        45

                            ARTICLE 9
                          Miscellaneous

Section 9.01.  Notices                                             45
Section 9.02.  Waivers; Amendments                                 46
Section 9.03.  Expenses; Indemnity; Damage Waiver                  47
Section 9.04.  Successors and Assigns                              49
Section 9.05.  Designated Lenders                                  52
Section 9.06.  Survival                                            53
Section 9.07.  Counterparts; Integration; Effectiveness            53
Section 9.08.  Severability                                        54
Section 9.09.  Right of Setoff                                     54
Section 9.10.  Governing Law; Jurisdiction; Consent to Service
               of Process                                          54
Section 9.11.  WAIVER OF JURY TRIAL                                55
Section 9.12.  Headings                                            55
Section 9.13.  Confidentiality                                     55
Section 9.14.  USA PATRIOT Act Notice                              56


SCHEDULES:
COMMITMENT SCHEDULE
PRICING SCHEDULE
Schedule 6.01  Existing Liens

EXHIBITS:
Exhibit A  -   Form of Assignment
Exhibit B  -   Form of Opinion of General Counsel of the Borrower
Exhibit C  -   Certain Definitions from Regulation S-X (as in effect
               on the date of this Amended Agreement)
Exhibit D  -   Form of Designation Agreement

     FIVE-YEAR TERM LOAN AGREEMENT dated as of June 11,
2007 among UNITED STATES STEEL CORPORATION, the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.

     The parties hereto agree as follows:


                       ARTICLE 1
                      Definitions

     Section 1.01.  Defined Terms.  As used in this
Agreement, the following terms have the following
meanings:

     "Adjusted LIBO Rate" has the meaning set forth in
Section 2.05(b).

     "Administrative Agent" means JPMorgan Chase Bank,
N.A., in its capacity as administrative agent under the
Loan Documents, and its successors in such capacity.

     "Administrative Questionnaire" means an
Administrative Questionnaire in a form supplied by the
Administrative Agent.

     "Affiliate" means, with respect to a specified
Person, another Person that  directly, or indirectly
through one or more intermediaries, Controls, or is
Controlled by or under common Control with such
specified Person.

     "Agent" means any of the Administrative Agent, the
Documentation Agents, the Co-Documentation Agent, and
the Syndication Agents, and "Agents" means any two or
more of the foregoing.

     "Applicable Lending Office" means, with respect to
any Lender, (i) in the case of its Base Rate Loans, its
Domestic Lending Office and (ii) in the case of its
Eurodollar Loans, its Eurodollar Lending Office.

     "Arranger" means J.P. Morgan Securities Inc. in
its capacity as sole lead arranger of the credit
facility provided under this Agreement.

     "Assignment" means an assignment and assumption
agreement entered into by a Lender and an assignee
(with the consent of any party whose consent is
required by Section 9.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

     "Availability Period" means the period from and
including the Effective Date to but excluding the
Termination Date.

     "Base Rate" means, for any day, a rate per annum
equal to the higher of (i) the Prime Rate for such day
or (ii) the sum of 1/2 of 1% plus the Federal Funds Rate
for such day.

     "Base Rate Loan" means a Loan that bears interest
at the  Base Rate pursuant to the Notice of Borrowing
or Notice of Interest Rate Election or the provisions
of Section 2.13.

     "Borrower" means United States Steel Corporation,
a Delaware corporation, and its successors.

     "Borrower's Latest Form 10-Q" means the Borrower's
quarterly report on Form 10-Q for the quarter ended
March 31, 2007, as filed with the SEC pursuant to the
Exchange Act.

     "Borrower's 2006 Form 10-K" means the Borrower's
annual report on Form 10-K for the year ended December
31, 2006, as filed with the SEC pursuant to the
Exchange Act.

     "Business Day" means any day that is not a
Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to
remain closed; provided that, when used in connection
with a Eurodollar Loan, the term "Business Day" shall
also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank
market.

     "Capital Lease Obligations" of any Person means
obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the
right to use) real or personal property, or a
combination thereof, which obligations are required
under GAAP to be classified and accounted for as
capital leases on a balance sheet of such Person.  The
amount of such obligations will be the capitalized
amount thereof determined in accordance with GAAP.

     "Change in Control" means the occurrence of any of
the following:

          (a)  any "person" (as such term is used in
     Sections 13(d) and 14(d) of the Exchange Act) is
     or becomes the "beneficial owner" (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act,
     except that for the purposes of this clause (a)
     such person shall be deemed to have "beneficial
     ownership" of all shares that any such person has
     the right to acquire, whether such right is
     exercisable immediately or only after the passage
     of time), directly or indirectly, of more than
     35% of either the aggregate ordinary voting power
     or the aggregate equity value represented by the
     issued and outstanding Equity Interests in the
     Borrower;

          (b)  individuals who constituted the Board of
     Directors of the Borrower at any given time
     (together with any new directors whose election
     by such Board of Directors or whose nomination
     for election by the shareholders of the Borrower
     as approved by a vote of 66-2/3% of the directors
     of the Borrower then still in office who were
     either directors at such time or whose election
     or nomination for election was previously so
     approved) cease for any reason to constitute a
     majority of the Board of Directors then in
     office;

          (c)  the adoption of a plan relating to the
     liquidation or dissolution of the Borrower; or

          (d)  the merger or consolidation of the
     Borrower with or into another Person or the
     merger of another Person with or into the
     Borrower, or the sale of all or substantially all
     the assets of the Borrower (determined on a
     consolidated basis) to another Person, other than
     a merger or consolidation transaction in which
     holders of Equity Interests representing 100% of
     the ordinary voting power represented by the
     Equity Interests in the Borrower immediately
     prior to such transaction (or other securities
     into which such securities are converted as part
     of such merger or consolidation transaction) own
     directly or indirectly at least a majority of the
     ordinary voting power represented by the Equity
     Interests in the surviving Person in such merger
     or consolidation transaction issued and
     outstanding immediately after such transaction
     and in substantially the same proportion as
     before the transaction.

     "Change in Law" means (a) the adoption of any law,
rule or regulation after the date of this Agreement,
(b) any change in any law, rule or regulation or in the
interpretation or application thereof by any
Governmental Authority after such date or (c)
compliance by any Lender (or, for purposes of Section
2.14, by any lending office of such Lender or by such
Lender's holding company, if any) with any request,
guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued
after such date.

     "Co-Documentation Agent" means Morgan Stanley Bank
in its capacity as co-documentation agent in respect of
this Agreement.

     "Commitment" means (i) with respect to each Lender
listed on the Commitment Schedule, the amount set forth
opposite such Lender's name on the Commitment Schedule
and (ii) with respect to any substitute Lender or
Assignee which becomes a Lender pursuant to Section
2.18 or 9.04, the amount of the transferor Lender's
Commitment assigned to it pursuant to Section 9.04, in
each case as such amount may be changed from time to
time pursuant to Section 2.08 or 9.04; provided that,
if the context so requires, the term "Commitment" means
the obligation of a Lender to extend credit up to such
amount to the Borrower hereunder.

     "Commitment Schedule" means the Commitment
Schedule attached hereto.

     "Consolidated Debt"  means, at any date, the Debt
of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with
GAAP.

     "Consolidated EBITDA" means, for any period, net
income (or net loss) (before discontinued operations)
plus the sum of (a) Consolidated Interest Expense, (b)
income tax expense, (c) depreciation expense, (d)
amortization expense, (e) any non-cash losses or
expenses from any unusual, extraordinary or otherwise
non-recurring items and (f) aggregate foreign exchange
losses, and minus (x) the sum of the amounts for such
period of any income tax benefits and any income or
gains from any unusual, extraordinary or otherwise non-
recurring items, and (y) aggregate foreign exchange
gains; in each case determined on a consolidated basis
for the Borrower and its Subsidiaries in accordance
with GAAP and in the case of items (a) through (f) and
items (x) through (y), to the extent such amounts were
included in the calculation of net income.  For the
purpose of calculating Consolidated EBITDA for any
period, if during such period the Borrower or any
Subsidiary shall have made an acquisition or a
disposition of an operating business, Consolidated
EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such acquisition or
disposition, as the case may be, occurred on the first
day of such period.

     "Consolidated Interest Expense" means, for any
period, the amount by which:

          (a)  the sum of (i) the interest expense
     (including imputed interest expense in respect of
     Capital Lease Obligations) of the Borrower and its
     Subsidiaries for such period, determined on a
     consolidated basis in accordance with GAAP, and
     (ii) any interest accrued during such period, in
     respect of Debt of the Borrower or any Subsidiary,
     that is required under GAAP to be capitalized
     rather than included in consolidated interest
     expense for such period, exceeds

          (b)  the interest income (not including
     foreign exchange gains and losses) of the Borrower
     and its Subsidiaries for such period, determined
     on a consolidated basis in accordance with GAAP.

     "Consolidated Net Tangible Assets" means at any
time, the aggregate amount of assets (less applicable
reserves and other properly deductible items) of the
Borrower and its consolidated Subsidiaries adjusted for
inventories on the basis of cost (before application of
the "last-in first-out" method of determining cost) or
current market value, whichever is lower, and deducting
therefrom (a) all current liabilities of such
corporation and its consolidated Subsidiaries except
for (i) notes and loans payable, (ii) current
maturities of long-term debt and (iii) current
maturities of obligations under capital leases and (b)
all goodwill, trade names, patents, unamortized debt
discount and expenses of such corporation and its
consolidated Subsidiaries (to the extent included in
said aggregate amount of assets) and other intangibles,
all as set forth in the most recent consolidated
balance sheet of the Borrower and its consolidated
Subsidiaries delivered to the Administrative Agent,
computed and consolidated in accordance with GAAP.

     "Control" means possession, directly or
indirectly, of the power to direct or cause the
direction of the management or policies of a Person,
whether through the ownership of voting securities, by
contract or otherwise.  "Controlling" and "Controlled"
have meanings correlative thereto.

     "Credit Exposure"  means, with respect to any
Lender at any time, (i) the amount of its Commitment if
in existence at such time or (ii) the aggregate
outstanding principal amount of its Loans at such time
if its Commitment is not then in existence.

     "Credit Facilities" means this Agreement, together
with the Credit Agreement dated as of May 11, 2007,
among the Borrower, Administrative Agent and the other
lenders and LC issuing banks party thereto, as the same
may be amended or modified from time to time.

     "Debt" of any Person means, without duplication:

          (a)  all obligations of such Person for
     borrowed money or with respect to deposits or
     advances of any kind (other than unspent cash
     deposits held in escrow by or in favor of such
     Person, or in a segregated deposit account
     controlled by such Person, in each case in the
     ordinary course of business to secure the
     performance obligations of, or damages owing
     from, one or more third parties),

          (b)  all obligations of such Person evidenced
     by bonds, debentures, notes or similar
     instruments,

          (c)  all obligations of such Person on which
     interest charges are customarily paid (other than
     obligations where interest is levied only on late
     or past due amounts),

          (d)  all obligations of such Person under
     conditional sale or other title retention
     agreements relating to property acquired by such
     Person,

          (e)  all obligations of such Person in
     respect of the deferred purchase price of
     property or services (excluding current accounts
     payable incurred in the ordinary course of
     business),

          (f)  all Debt of others secured by (or for
     which the holder of such Debt has an existing
     right, contingent or otherwise, to be secured by)
     any Lien on property owned or acquired by such
     Person, whether or not the Debt secured thereby
     has been assumed,

          (g)  all Guarantees by such Person of Debt of
     others,

          (h)  all Capital Lease Obligations of such
     Person,

          (i)  all unpaid obligations, contingent or
     otherwise, of such Person as an account party in
     respect of letters of credit and letters of
     guaranty (other than cash collateralized letters
     of credit to secure the performance of workers'
     compensation, unemployment insurance, other
     social security laws or regulations, bids, trade
     contracts, leases, environmental and other
     statutory obligations, surety and appeal bonds,
     performance bonds and other obligations of a like
     nature, in each case, obtained in the ordinary
     course of business),

          (j)  all capital stock of such Person which
     is required to be redeemed or is redeemable at
     the option of the holder if certain events or
     conditions occur or exist or otherwise,

          (k)  the aggregate amount advanced by buyers
     or lenders with respect to all Permitted
     Receivables Financings, net of repayments or
     recoveries through liquidation of the assets
     transferred pursuant to such Permitted
     Receivables Financing, and

          (l)  all obligations, contingent or
     otherwise, of such Person in respect of bankers'
     acceptances.

     The Debt of any Person shall include the Debt of
any other entity (including any partnership in which
such Person is a general partner) to the extent that
such Person is liable therefor as a result of such
Person's ownership interest in or other relationship
with such entity, except (a) to the extent that
contractual provisions binding on the holder of such
Debt provide that such Person is not liable therefor,
and (b) in the case of general partnerships where the
interest is held by a Subsidiary with no other
significant assets.

     Notwithstanding the foregoing, the term "Debt"
will exclude obligations that are no longer outstanding
under the applicable indenture or instruments
therefore.

     Notwithstanding the foregoing, in connection with
the purchase by the Borrower or any Subsidiary of any
business, the term "Debt" will exclude post-closing
payment adjustments to which the seller may become
entitled to the extent such payment is determined by a
final closing; provided, however, that, at the time of
closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter
becomes fixed and determined, the amount is paid when
due.

     "Default" means any event or condition which
constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived,
become an Event of Default.

     "Designated Lender" means, with respect to any
Designating Lender, an Eligible Designee designated by
it pursuant to Section 9.05(a) as a Designated Lender
for purposes of this Agreement.

     "Designating Lender" means, with respect to each
Designated Lender, the Lender that designated such
Designated Lender pursuant to Section 9.05(a).

     "Documentation Agent" means each of PNC Bank,
National Association and The Bank of Nova Scotia in its
capacity as documentation agent in respect of this
Agreement.

     "Domestic Lending Office" means, as to each
Lender, its office, branch or affiliate located at its
address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as
its Domestic Lending Office) or such other office,
branch or affiliate as such Lender may hereafter
designate as its Domestic Lending Office by notice to
the Borrower and the Administrative Agent.

     "dollars" or "$" refers to lawful money of the
United States.

     "Domestic Subsidiary" means each Subsidiary that
is not a Foreign Subsidiary.

     "Drawdown Date" means the date of borrowing of the
Loans hereunder, as designated by the Borrower in the
Notice of Borrowing pursuant to Section 2.02.

     "Effective Date" means the date on which each of
the conditions specified in Section 4.01 is satisfied
(or waived in accordance with Section 9.02).

     "Eligible Designee" means a special purpose
corporation that (i) is organized under the laws of the
United States or any state thereof, (ii) is engaged in
making, purchasing or otherwise investing in commercial
loans in the ordinary course of its business and (iii)
issues (or the parent of which issues) commercial paper
rated at least A-1 or the equivalent thereof by S&P or
P-1 or the equivalent thereof by Moody's.

     "Environmental Laws" means all laws, rules,
regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements
issued, promulgated or entered into by any Governmental
Authority, relating in any way to the environment, the
preservation or reclamation of natural resources, the
management, release or threatened release of any
Hazardous Material or the effects of the environment on
health and safety.

     "Equity Interests" means (i) shares of capital
stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person
or (ii) any warrants, options or other rights to
acquire such shares or interests.

     "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     "ERISA Affiliate" means any trade or business
(whether or not incorporated) that, together with the
Borrower or any Subsidiary, is treated as a single
employer under Section 414(b) or (c) of the Internal
Revenue Code or, solely for purposes of Section 302 of
ERISA and Section 412 of the Internal Revenue Code, is
treated as a single employer under Section 414 of the
Internal Revenue Code.

     "ERISA Event" means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (except an
event for which the 30-day notice period is waived);
(b) the existence with respect to any Plan of an
"accumulated funding deficiency" (as defined in Section
412 of the Internal Revenue Code or Section 302 of
ERISA), whether or not waived; (c) the filing pursuant
to Section 412(d) of the Internal Revenue Code or
Section 303(d) of ERISA of an application for a waiver
of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any ERISA
Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or
a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the incurrence by
the Borrower or any ERISA Affiliate of any liability
with respect to withdrawal or partial withdrawal from
any Plan or Multiemployer Plan; or (g) the receipt by
the Borrower or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Borrower
or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of
Title IV of ERISA.

     "Eurodollar Lending Office" means, as to each
Lender, its office, branch or affiliate located at its
address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as
its Eurodollar Lending Office) or such other office,
branch or affiliate of such Lender as it may hereafter
designate as its Eurodollar Lending Office by notice to
the Borrower and the Administrative Agent.

     "Eurodollar Loan" means a Loan that bears interest
at a Eurodollar Rate pursuant to the Notice of
Borrowing or Notice of Interest Rate Election.

     "Eurodollar Margin" means the applicable rate per
annum determined in accordance with the Pricing
Schedule.

     "Eurodollar Rate" means a rate of interest
determined pursuant to Section 2.05(b) on the basis of
an Adjusted LIBO Rate.

     "Events of Default" has the meaning specified in
Article 7.

     "Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time.

     "Excluded Taxes" means, with respect to any Lender
Party or other recipient of a payment made by or on
account of any obligation of the Borrower hereunder:

          (a)  income or franchise taxes imposed on (or
     measured by) its net income, receipts, capital or
     net worth by the United States (or any
     jurisdiction within the United States, except to
     the extent that such jurisdiction within the
     United States imposes such taxes solely in
     connection with such Lender Party's enforcement
     of its rights or exercise of its remedies under
     the Loan Documents), or by the jurisdiction under
     the laws of which such recipient is organized or
     in which its principal office is located or, in
     the case of any Lender, in which its applicable
     lending office is located;

          (b)  any branch profits taxes imposed by the
     United States or any similar tax imposed by any
     other jurisdiction described in clause (a); and

          (c)  in the case of a Foreign Lender, any
     withholding tax that (i) is in effect and would
     apply to amounts payable to such Foreign Lender
     at the time such Foreign Lender becomes a party
     to this Agreement or designates a new lending
     office or (ii) is attributable to such Foreign
     Lender's failure to comply with Section 2.16(e).

     Notwithstanding the foregoing, a withholding tax
will not be an "Excluded Tax" to the extent that (A) it
is imposed on amounts payable to a Foreign Lender by
reason of an assignment made to such Foreign Lender at
the Borrower's request pursuant to Section 2.13, (B) it
is imposed on amounts payable to a Foreign Lender by
reason of any other assignment and does not exceed the
amount for which the assignor would have been
indemnified pursuant to Section 2.16(a) or (C) in the
case of designation of a new lending office, it does
not exceed the amount for which such Foreign Lender
would have been indemnified if it had not designated a
new lending office.

     "Federal Funds Rate" means, for any day, the rate
per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if such day
is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next
preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average
rate quoted to JPMorgan Chase Bank, N.A. on such day on
such transactions as determined by the Administrative
Agent.

     "Federal Reserve Board" means the Board of
Governors of the Federal Reserve System of the United
States.

     "Financial Officer" means the chief financial
officer, treasurer, any assistant treasurer, the
controller or any assistant controller of the Borrower.

     "Financing Transactions" means the execution,
delivery and performance by the Borrower of the Loan
Documents, the borrowing of Loans and the use of the
proceeds thereof.

     "Fiscal Quarter" means a fiscal quarter of the
Borrower.

     "Fiscal Year" means a fiscal year of the Borrower.

     "Foreign Lender" means any Lender that is
organized under the laws of a jurisdiction outside the
United States.

     "Foreign Subsidiary" means a Subsidiary (which may
be a corporation, limited liability company,
partnership or other legal entity) organized under the
laws of a jurisdiction outside the United States, and
conducting substantially all its operations outside the
United States.

     "GAAP" means generally accepted accounting
principles as in effect from time to time in the United
States, applied on a basis consistent (except for
changes concurred in by the Borrower's independent
public accountants) with the most recent audited
consolidated financial statements of the Borrower and
its consolidated Subsidiaries delivered to the Lenders.

     "Governmental Authority" means the government of
the United States, any other nation or any political
subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to
government.

     "Group of Loans" or "Group" means, at any time, a
group of Loans consisting of (i) all Loans which are
Base Rate Loans at such time and (ii) all Eurodollar
Loans having the same Interest Period at such time.

     "Guarantee" by any Person (the "guarantor") means
any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of
guaranteeing any Debt of any other Person (the "primary
obligor") in any manner, whether directly or
indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment
of) such Debt, (b) to purchase or lease property,
securities or services for the purpose of assuring the
owner of such Debt, (c) to maintain working capital,
equity capital or any other financial statement
condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Debt or (d) as
an account party in respect of any letter of credit or
letter of guaranty issued to support such Debt;
provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary
course of business.

     "Hazardous Materials" means all explosive or
radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and
all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

     "Hedging Agreement" means any interest rate
protection agreement, foreign currency exchange
agreement, commodity price protection agreement or
other interest rate, currency exchange rate or
commodity price hedging arrangement.

     "Indemnified Taxes" means all Taxes except
Excluded Taxes.

     "Industrial Revenue Bond Obligations" means an
obligation to a state or local government unit that
secures the payment of bonds issued by a state or local
government unit or any Debt incurred to refinance, in
whole or in part, such obligations.

     "Interest Coverage Ratio" means, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Interest
Expense for the period of the most recent four
consecutive Fiscal Quarters for which financial
statements have been prepared, taken as one accounting
period.

     "Interest Period" means, with respect to each
Eurodollar Loan, the period commencing on the Drawdown
Date or on the date specified in the applicable Notice
of Interest Rate Election and ending one, two, three or
six months thereafter, as the Borrower may elect in
such notice; provided that:

          (a)  any Interest Period which would
     otherwise end on a day which is not a Business Day
     shall be extended to the next succeeding Business
     Day unless such Business Day falls in another
     calendar month, in which case such Interest Period
     shall end on the next preceding Business Day;

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

          (c)  no Interest Period applicable to any
     Loan shall extend beyond any date upon which is
     due any scheduled principal payment in respect of
     the Loans unless the aggregate principal amount of
     Loans represented by Base Rate Loans and
     Eurodollar Loans having Interest Periods which end
     on or prior to such date equals or exceeds the
     amount of such principal payment.

     "Internal Revenue Code" means the Internal Revenue
Code of 1986, as amended from time to time.

     "Inventory" has the meaning set forth in Article 9
of the Uniform Commercial Code as in effect from time
to time in the State of New York.

     "Investment Grade Rating" means a rating equal to
or higher than Baa3 (or the equivalent) by Moody's and
BBB- (or the equivalent) by S&P.

     "Lender Affiliate" means, with respect to any
Lender, (i) an Affiliate of such Lender or (ii) any
entity (other than a natural person) that is engaged in
making, purchasing, holding or otherwise investing in
bank loans and similar extensions of credit in the
ordinary course of its business and is administered or
managed by (a) such Lender, (b) an Affiliate of such
Lender or (c) an entity or an Affiliate of an entity
that administers or manages such Lender.

     "Lender Parties" means the Lenders and the Agents.

     "Lenders" means the Persons listed on the
Commitment Schedule and any other Person that shall
have become a party hereto pursuant to an Assignment,
other than any such Person that ceases to be a party
hereto pursuant to an Assignment.

     "Leverage Ratio" means, at any date, the ratio of
(a) Consolidated Debt at such date to (b) Consolidated
EBITDA for the period of the most recent four
consecutive Fiscal Quarters for which financial
statements have been prepared, taken as one accounting
period.

     "Lien" means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of
such asset, (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease
having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the
case of securities, any purchase option, call or
similar right of a third party with respect to such
securities.

     "Loan" means a loan made by a Lender pursuant to
Section 2.01; provided that, if any such loan or loans
(or portions thereof) are combined or subdivided
pursuant to a Notice of Interest Rate Election, the
term "Loan" shall refer to the combined principal
amount resulting from such combination or to each of
the separate principal amounts resulting from such
subdivision, as the case may be.

     "Loan Documents" means this Agreement and any
promissory note issued by the Borrower pursuant to
Section 2.11(d).

     "London Interbank Offered Rate" has the meaning
set forth in Section 2.05(b).

     "Material Adverse Change" means any event,
development or circumstance that has had or would
reasonably be expected to have a material adverse
effect on (a) the business, operations or financial
condition of the Borrower and its Subsidiaries taken as
a whole or (b) the validity or enforceability of any of
the Loan Documents or the rights or remedies of the
Administrative Agent and the Lenders thereunder.

     "Material Debt" means Debt (other than obligations
in respect of the Loans), or obligations in respect of
one or more Hedging Agreements, of any one or more of
the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $100,000,000.  For purposes
of determining Material Debt, the "principal amount" of
the obligations of the Borrower or any Subsidiary in
respect of any Hedging Agreement at any time will be
the maximum aggregate amount (after giving effect to
any enforceable netting agreements) that the Borrower
or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time in
circumstances in which the Borrower or such Subsidiary
was the defaulting party.

     "Maturity Date" means the fifth anniversary of the
Effective Date.

     "Merger" means the merger of Lone Star
Technologies, Inc. with and into WP Acquisition Holding
Corp. pursuant to the Merger Agreement.

     "Merger Agreement" means the Agreement and Plan of
Merger by and among the Borrower, WP Acquisition
Holding Corp. and Lone Star Technologies, Inc., dated
as of March 28, 2007, as amended from time to time,
provided that no material amendment thereto shall be
effective for purposes of references to the Merger
Agreement in this Agreement unless consented to in
writing by the Required Lenders (such consent not to be
unreasonably withheld or delayed).

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer Plan" means a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

     "Notice of Borrowing" has the meaning set forth in
Section 2.02.

     "Notice of Interest Rate Election" has the meaning
set forth in Section 2.06.

     "Other Taxes" means any and all present or future
recording, stamp, documentary, excise, transfer, sales,
property or similar taxes, charges or levies arising
from any payment made under any Loan Document or from
the execution, delivery or enforcement of, or otherwise
with respect to, any Loan Document.

     "Participants" has the meaning specified in
Section 9.04(e).

     "PBGC" means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     "Permitted Liens" means:

          (a)  Liens imposed by law or regulation for
     taxes that are not yet due or are being contested
     in good faith by appropriate proceedings;

          (b)  carriers', warehousemen's, mechanics',
     materialmen's, repairmen's, vendors' and other
     like Liens imposed by law, arising in the
     ordinary course of business and securing
     obligations that are not overdue by more than 30
     days or are being contested in good faith by
     appropriate proceedings;

          (c)  pledges and deposits made in the
     ordinary course of business in compliance with
     workers' compensation, unemployment insurance and
     other social security laws or regulations
     (including deposits made in the ordinary course
     of business to cash collateralize letters of
     credit described in the parenthetical in clause
     (i) of the definition of "Debt");

          (d)  Liens or deposits to secure the
     performance of bids, trade contracts, leases,
     Hedging Agreements, statutory or regulatory
     obligations, surety and appeal bonds, performance
     bonds and other obligations of a like nature, and
     Liens imposed by statutory or common law relating
     to banker's liens or rights of setoff or similar
     rights relating to deposit accounts, in each case
     in the ordinary course of business;

          (e)  Liens arising in the ordinary course of
     business in favor of (i) consignors of Inventory
     or (ii) issuers of documentary letters of credit;

          (f)  judgment liens in respect of judgments
     that do not constitute an Event of Default under
     clause (i) of Article 7; and

          (g)  easements, zoning restrictions, rights-
     of-way, licenses, reservations, minor
     irregularities of title and similar encumbrances
     on real property imposed by law or regulation or
     arising in the ordinary course of business that
     do not secure any monetary obligation and do not
     materially detract from the value of the affected
     property for its current use or interfere with
     the ordinary conduct of business of the Borrower
     or any Subsidiary;

provided that the term "Permitted Liens" shall not
include any Lien that secures Debt.

     "Permitted Receivables Financing" means any
receivables securitization program or other type of
accounts receivable financing transaction by the
Borrower or any of its Subsidiaries; provided that
substantially all Debt incurred in connection therewith
(other than Debt of a Special Purpose Financing
Subsidiary) arises from a transfer of accounts
receivable which is intended by the parties thereto to
be treated as a sale.

     "Person" means any natural person, corporation,
limited liability company, trust, joint venture,
association, company, partnership, Governmental
Authority or other entity.

     "Plan" means any employee pension benefit plan
(except a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Internal
Revenue Code or Section 302 of ERISA, and in respect of
which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of
ERISA be deemed to be) a "contributing sponsor" as
defined in Section 4001(a)(13) of ERISA.

     "Prevailing Eastern Time" means "eastern standard
time" as defined in 15 USC 263 as modified by 15 USC
260a.

     "Pricing Schedule" means the Pricing Schedule
attached hereto.

     "Prime Rate" means, for any day, the rate of
interest per annum then most recently publicly
announced by JPMorgan Chase Bank, N.A. as its prime
rate in effect at its principal office in New York
City.  Each change in the Prime Rate will be effective
for purposes hereof from and including the date such
change is publicly announced as being effective.

     "Quarterly Payment Dates" means each March 31,
June 30, September 30 and December 31.

     "Rating Agency" means each of S&P and Moody's.

     "Register" has the meaning specified in Section
9.04(c).

     "Regulation U" means Regulation U of the Board of
Governors of the Federal Reserve System, as in effect
from time to time.

     "Related Parties" means, with respect to any
specified Person, such Person's Affiliates and the
respective directors, officers, employees, agents and
advisors of such Person and its Affiliates.

     "Required Lenders" means, at any time, Lenders
having more than 50% of the aggregate Credit Exposures
at such time.

     "S&P" means Standard & Poor's.

     "SEC" means the United States Securities and
Exchange Commission.

     "Senior Debt Rating" means a rating of the
Borrower's senior long-term debt that is not secured or
supported by a guarantee, letter of credit or other
form of credit enhancement; provided that if a Senior
Debt Rating by a Rating Agency is required to be at or
above a specified level and such Rating Agency shall
have changed its system of classifications after the
date hereof, the requirement will be met if the Senior
Debt Rating by such Rating Agency is at or above the
new rating which most closely corresponds to the
specified level under the old rating system; and
provided further that the Senior Debt Rating in effect
on any date is that in effect at the close of business
on such date.

     "Significant Subsidiary" of any Person means any
subsidiary of such Person, whether now or hereafter
owned, formed or acquired that, at the time of
determination is a "significant subsidiary" of such
Person, as such term is defined on the date of this
Agreement in Regulation S-X of the SEC (a copy of which
is attached as Exhibit F), except that "5 percent" will
be substituted for "10 percent" in each place where it
appears in such definition of "significant subsidiary".

     "Special Purpose Financing Subsidiary" means a
Subsidiary of the Borrower that is a special-purpose
company created and used solely for purposes of
effecting a Receivables Financing.

     "Statutory Reserve Adjustment" means a fraction
(expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number
one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal
established by the Federal Reserve Board to which the
Administrative Agent is subject with respect to
eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the
Federal Reserve Board).  Such reserve percentages will
include those imposed pursuant to such Regulation D.
Eurodollar Loans will be deemed to constitute
eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for
proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D
or any comparable regulation.  The Statutory Reserve
Adjustment will be adjusted automatically on and as of
the effective date of any change in any applicable
reserve percentage.

     "Subsidiary" of a Person means a corporation,
partnership, joint venture, limited liability company
or other business entity of which a majority of the
shares of securities or other interests having ordinary
voting power for the election of directors or other
governing body (other than securities or interests
having such power only by reason of the happening of a
contingency) are at the time beneficially owned
directly, or indirectly through one or more
intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

     "Syndication Agent" means each of Bank of America,
N.A. and Citizens Bank of Pennsylvania in its capacity
as syndication agent in respect of this Agreement.

     "Taxes" means any and all present or future taxes,
levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     "Termination Date" means October 2, 2007.

     "United States" means the United States of
America.

     "Withdrawal Liability" means liability to a
Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of
ERISA.

     Section 1.02.  Terms Generally.  The definitions of
terms herein (including those incorporated by reference
to another document) apply equally to the singular and
plural forms of the terms defined.  Whenever the
context may require, any pronoun includes the
corresponding masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without
limitation".  The word "will" shall be construed to
have the same meaning and effect as the word "shall".
Unless the context requires otherwise, (a) any
definition of or reference to any agreement, instrument
or other document herein shall be construed as
referring to such agreement, instrument or other
document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this
Agreement and (e) the word "property" shall be
construed to refer to any and all tangible and
intangible assets and properties, including cash,
securities, accounts and contract rights.

     Section 1.03.  Accounting Terms; Changes in GAAP.
Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from
time to time; provided that, if the Borrower notifies
the Administrative Agent in writing that the Borrower
wishes to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application
thereof with respect to any provision hereof (or if the
Administrative Agent notifies the Borrower that the
Required Lenders wish to make a similar request),
regardless of whether such notice is given before or
after such change in GAAP or in the application
thereof, then such provision shall be applied on the
basis of GAAP as in effect and applied immediately
before such change shall have become effective until
such notice shall have been withdrawn or the applicable
provision of this Agreement is amended in accordance
herewith.

                       ARTICLE 2
                       The Loans

     Section 2.01.  Commitments to Lend.  Each Lender
severally agrees, on the terms and conditions set forth
in this Agreement, to make one or more loans to the
Borrower pursuant to this Section on a single date
during the Availability Period; provided that the
aggregate principal amount of such loans shall not
exceed its Commitment.  All amounts borrowed under this
Section shall be borrowed from the several Lenders
ratably in proportion to their respective Commitments.
The Commitments are not revolving in nature, and shall
terminate on the earlier of the Drawdown Date and the
Termination Date (subject to Article 7).  Amounts
prepaid or repaid may not be reborrowed.

     Section 2.02.  Notice of Borrowing.  The Borrower
shall give the Administrative Agent notice (the "Notice
of Borrowing") not later than 11:00 A.M. (Prevailing
Eastern Time) on the third Business Day before the
Drawdown Date (unless all Loans to be made on the
Drawdown Date are to be Base Rate Loans, in which case
such notice may be given not later than Noon
(Prevailing Eastern Time) on the Drawdown Date),
specifying:

     (a)  the date of borrowing, which shall be a Business
Day,

     (b)  the aggregate amount of each Group of Loans to be
borrowed on the Drawdown Date (each of which shall be
in an aggregate principal amount of $5,000,000 or a
larger multiple of $1,000,000), and

     (c)  in the case of each Group of Eurodollar Loans, the
duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest
Period.

     Section 2.03.  Notice to Lenders; Funding of Loans.
(a)  Upon receipt of the Notice of Borrowing, the
Administrative Agent shall promptly notify each Lender
of the contents thereof, and the Notice of Borrowing
shall not thereafter be revocable by the Borrower.

     (b)  Not later than 2:00 P.M. (Prevailing Eastern Time)
on the Drawdown Date, each Lender participating therein
shall (except as provided in subsection (c) of this
Section) make available the amount of the Loan(s) to be
made by it, in Federal or other funds immediately
available in New York City, to the Administrative Agent
at its address referred to in Section 9.01.  Unless the
Administrative Agent determines that any applicable
condition specified in Article 3 has not been
satisfied, the Administrative Agent will make the funds
so received from the Lenders available to the Borrower
at the Administrative Agent's aforesaid address.

     (c)  Unless the Administrative Agent shall have
received notice from a Lender prior to the Drawdown
Date that such Lender will not make available to the
Administrative Agent the amount of such Lender's
Loan(s), the Administrative Agent may assume that such
Lender has made such amount available to the
Administrative Agent on the Drawdown Date in accordance
with subsection (b) of this Section 2.03 and the
Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date
a corresponding amount.  If and to the extent that such
Lender shall not have so made such amount available to
the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such
amount is made available to the Borrower until the date
such amount is repaid to the Administrative Agent, at
(i) in the case of the Borrower, a rate per annum equal
to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section
2.06 or (ii) in the case of such Lender, the Federal
Funds Rate.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Loan(s)
for purposes of this Agreement.

     Section 2.04.  Maturity of Loans; Scheduled
Amortization.  (a)  Each Loan shall mature, and the
principal amount thereof shall be due and payable
(together with accrued interest thereon), on the
Maturity Date.

      (b)  The Borrower shall repay, and there shall become
due and payable on each anniversary of the date of this
Agreement, an aggregate principal amount of the Loans
equal to $25,000,000, payable together with accrued
interest thereon to the Lenders ratably.

     Section 2.05.  Interest Rates.  (a)  Each Base Rate
Loan shall bear interest on the outstanding principal
amount thereof, for each day from the date such Loan is
made until it becomes due, at a rate per annum equal to
the Base Rate for such day.  Such interest shall be
payable quarterly in arrears on each Quarterly Payment
Date.  Any overdue principal of or interest on any Base
Rate Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the
sum of 2% plus the Base Rate for such day.

      (b)  Each Eurodollar Loan shall bear interest on the
outstanding principal amount thereof, for each day
during each Interest Period applicable thereto, at a
rate per annum equal to the sum of the Eurodollar
Margin for such day plus the Adjusted LIBO Rate
applicable to such Interest Period.  Such interest
shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the
first day thereof.

     "Adjusted LIBO Rate" means, with respect to any
Group of Eurodollar Loans for any Interest Period, an
interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the London
Interbank Offered Rate for such Interest Period
multiplied by (b) the Statutory Reserve Adjustment.

     "London Interbank Offered Rate" applicable to any
Interest Period means the rate per annum equal to the
British Bankers Association LIBOR Rate ("BBA LIBOR")
from Telerate Successor Page 3750, as published by
Reuters (or other commercially available source
providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at
approximately 11:00 A.M., London time, two Business
Days prior to the commencement of such Interest Period,
as the rate for dollar deposits with a maturity
comparable to such Interest Period.  In the event that
such rate is not available at such time for any reason,
then the "London Interbank Offered Rate" applicable to
such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal
London office of the Administrative Agent in
immediately available funds in the London interbank
market at approximately 11:00 A.M., London time, two
Business Days prior to the commencement of such
Interest Period.

      (c)  Any overdue principal of or interest on any
Eurodollar Loan shall bear interest, payable on demand,
for each day from and including the date payment
thereof was due to but excluding the date of actual
payment, at a rate per annum equal to the sum of 2%
plus the higher of (i) the sum of the Eurodollar Margin
for such day plus the Adjusted LIBO Rate applicable to
such Loan on the day before such payment was due and
(ii) the Eurodollar Margin for such day plus the result
obtained (rounded upward, if necessary, to the next
higher 1/100 of 1%) by multiplying (x) the rate per
annum at which one day (or, if such amount due remains
unpaid more than three Business Days, then for such
other period of time not longer than six months as the
Administrative Agent may select) deposits in dollars in
an amount approximately equal to such overdue payment
are offered by the principal London office of the
Administrative Agent in the London interbank market for
the applicable period determined as heretofore provided
by (y) the Statutory Reserve Adjustment (or, if the
circumstances described in Section 2.13 shall exist, at
a rate per annum equal to the sum of 2% plus the Base
Rate for such day).

     (d)  The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder.  The
Administrative Agent shall give prompt notice to the
Borrower and the participating Lenders of each rate of
interest so determined, and its determination thereof
shall be conclusive in the absence of manifest error.

     Section 2.06.  Method of Electing Interest Rates.
(a)  The Loans borrowed on the Drawdown Date shall bear
interest initially at the type of rate specified by the
Borrower in the Notice of Borrowing.  Thereafter, the
Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group
of Loans (subject to Section 2.06(d)and Section 2.13),
as follows:

          (i) if such Loans are Base Rate Loans, the Borrower
     may elect to convert such Loans to Eurodollar Loans as
     of any Business Day; and

         (ii) if such Loans are Eurodollar Loans, the Borrower
     may elect to convert such Loans to Base Rate Loans as
     of any Business Day or to continue such Loans as
     Eurodollar Loans for an additional Interest Period,
     subject to Section 2.15 if any such conversion is
     effective on any day other than the last day of an
     Interest Period applicable to such Loans.

     Each such election shall be made by delivering a
notice (a "Notice of Interest Rate Election") to the
Administrative Agent not later than 11:00 A.M.
(Prevailing Eastern Time) on the third Business Day
before the conversion or continuation selected in such
notice is to be effective.  A Notice of Interest Rate
Election may, if it so specifies, apply to only a
portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such
Group and (ii) the portion to which such Notice
applies, and the remaining portion to which it does not
apply, are each at least $5,000,000 (unless such
portion is comprised of Base Rate Loans).  If no such
notice is timely received before the end of an Interest
Period for any Group of Eurodollar Loans, the Borrower
shall be deemed to have elected that such Group of
Loans be converted to Base Rate Loans at the end of
such Interest Period.

      (b)  Each Notice of Interest Rate Election shall
specify:

          (i) the Group of Loans (or portion thereof) to
     which such notice applies;

         (ii) the date on which the conversion or continuation
     selected in such notice is to be effective, which shall
     comply with the applicable clause of Section 2.06(a);

        (iii) if the Loans comprising such Group are to be
     converted, the new type of Loans and, if the Loans
     resulting from such conversion are to be Eurodollar
     Loans, the duration of the next succeeding Interest
     Period applicable thereto; and

         (iv) if such Loans are to be continued as Eurodollar
     Loans for an additional Interest Period, the duration
     of such additional Interest Period.

     Each Interest Period specified in a Notice of
Interest Rate Election shall comply with the provisions
of the definition of Interest Period.

     (c)  Promptly after receiving a Notice of Interest Rate
Election from the Borrower pursuant to Section 2.06(a),
the Administrative Agent shall notify each Lender of
the contents thereof and such notice shall not
thereafter be revocable by the Borrower.

     (d)  The Borrower shall not be entitled to elect to
convert any Loans to, or continue any Loans for an
additional Interest Period as, Eurodollar Loans if (i)
the aggregate principal amount of any Group of
Eurodollar Loans created or continued as a result of
such election would be less than $5,000,000 or (ii) a
Default shall have occurred and be continuing when the
Borrower delivers notice of such election to the
Administrative Agent.

     (e)  If any Loan is converted to a different type of
Loan, the Borrower shall pay, on the date of such
conversion, the interest accrued to such date on the
principal amount being converted.

     Section 2.07.  Commitment Fees.  The Borrower shall
pay to the Administrative Agent for the account of the
Lenders ratably in proportion to their Commitments a
commitment fee calculated for each day at the rate of
0.05% per annum on the aggregate amount of the
Commitments on such day.  Such commitment fee shall
accrue for the account of each Lender from and
including the Effective Date to but excluding the
earlier of the Drawdown Date and the Termination Date,
and shall be due and payable upon such earlier date.

     Section 2.08.  Optional Termination or Reduction of
Commitments.  (a)  The Borrower may, upon at least three
Business Days' notice to the Administrative Agent, (i)
terminate the Commitments at any time or (ii) ratably
reduce from time to time by an aggregate amount of
$5,000,000 or any larger multiple of $1,000,000, the
aggregate amount of the Commitments.

     (b)  Promptly after receiving a notice of termination
or reduction pursuant to this Section, the
Administrative Agent shall notify each Lender of the
contents thereof and of such Lender's ratable share of
any such reduction, and such notice shall not
thereafter be revocable by the Borrower.

     Section 2.09.  Optional Prepayments.  (a)  Subject
in the case of any Group of Eurodollar Loans to Section
2.15, the Borrower may, upon at least one Business
Day's notice to the Administrative Agent, prepay any
Group of Base Rate Loans or upon at least three
Business Days' notice to the Administrative Agent,
prepay any Group of Eurodollar Loans, in each case in
whole at any time, or from time to time in part in
amounts aggregating $5,000,000 or any larger multiple
of $1,000,000, by paying the principal amount to be
prepaid together with accrued interest thereon to the
date of prepayment.  Each such optional prepayment
shall be applied to prepay ratably the Loans of the
several Lenders included in such Group.

     (b)  The amount of any optional prepayment pursuant to
this Section 2.09 shall be applied to subsequent
scheduled amortization of the Loans ratably.

     (c)  Upon receipt of a notice of prepayment pursuant to
this Section, the Administrative Agent shall promptly
notify each Lender of the contents thereof and of such
Lender's ratable share (if any) of such prepayment and
such notice shall not thereafter be revocable by the
Borrower.

     Section 2.10.  Computation of Interest and Fees.
Interest based on the Prime Rate hereunder shall be
computed on the basis of a year of 365 days (or 366
days in a leap year) and paid for the actual number of
days elapsed (including the first day but excluding the
last day).  All other interest and fees shall be
computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the
first day but excluding the last day).

     Section 2.11.  Evidence of Debt.  (a)  Each Lender
shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made
by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to
time.

     (b)  The Administrative Agent shall maintain accounts
in which it shall record (i) the amount of each Loan
made hereunder, the type thereof and each Interest
Period (if any) applicable thereto, (ii) the amount of
any principal or interest due and payable or to become
due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of
the Lenders and each Lender's share thereof.

     (c)  The entries made in the accounts maintained
pursuant to subsections (b) and (c) of this Section
shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided
that any failure by any Lender or the Administrative
Agent to maintain such accounts or any error therein
shall not affect the Borrower's obligation to repay the
Loans in accordance with the terms of this Agreement.

     (d)  Any Lender may request that Loans made by it be
evidenced by one or more promissory notes.  In such
event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note(s) payable to the
order of such Lender (or, if requested by such Lender,
to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter,
the Loans evidenced by such promissory note(s) and
interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to
the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and
its registered assigns).

     Section 2.12.  Change in Control.  If a Change in
Control of the Borrower shall occur, the Borrower will,
within one Business Day after the occurrence thereof,
give the Administrative Agent notice thereof, and the
Administrative Agent shall promptly notify each Lender
thereof.  Such notice shall describe in reasonable
detail the facts and circumstances giving rise thereto
and the date of such Change in Control and each Lender
may, by notice to the Borrower and the Administrative
Agent (a "Termination Notice") given not later than ten
days after the date of such Change in Control,
terminate its Commitment, if any, which shall be
terminated, and declare any Loans held by it (together
with accrued interest thereon) and any other amounts
payable hereunder for its account to be, and such Loans
and such amounts shall become, due and payable, in each
case on the day following delivery of such Termination
Notice (or if such day is not a Business Day, the next
succeeding Business Day), without presentment, demand,
protest or other notice of any kind, all of which are
hereby waived by the Borrower.

     Section 2.13.  Alternate Rate of Interest.  If
before the beginning of any Interest Period for a Group
of Eurodollar Loans:

          (i) deposits in dollars in the applicable amounts are
     not being offered by the Administrative Agent in the
     London interbank market for such Interest Period; or

         (ii) Lenders having 50% or more of the aggregate
     principal amount of the Loans to be included in such
     Group advise the Administrative Agent that the Adjusted
     LIBO Rate for such Interest Period will not adequately
     and fairly reflect the cost to such Lenders of making
     or maintaining such Loans for such Interest Period;

the Administrative Agent shall forthwith give notice
thereof to the Borrower and the Lenders, whereupon
until the Administrative Agent notifies the Borrower
that the circumstances giving rise to such suspension
no longer exist, (i) the obligations of the Lenders to
make Eurodollar Loans, or to continue to convert
outstanding Loans as or into Eurodollar Loans shall be
suspended and (ii) each outstanding Eurodollar Loan
shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable
thereto.

     Section 2.14.  Increased Costs.  (a)  If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve,
     special deposit or similar requirement against assets
     of, deposits with or for the account of, or credit
     extended by, any Lender (except any such reserve
     requirement reflected in the Adjusted LIBO Rate); or

         (ii) impose on any Lender or the London interbank
     market any other condition affecting this Agreement or
     Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to
increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its
obligation to make Eurodollar Loans) or to reduce any
amount received or receivable by such Lender hereunder
(whether of principal, interest or otherwise), then the
Borrower shall pay to such Lender such additional
amount or amounts as will compensate it for such
additional cost incurred or reduction suffered.

     (b)  If any Lender determines that any Change in Law
regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender's
capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or
the Loans made by such Lender to a level below that
which such Lender or such Lender's holding company
could have achieved but for such Change in Law (taking
into consideration such Lender's policies and the
policies of such Lender's holding company with respect
to capital adequacy), then from time to time following
receipt of the certificate referred to in subsection
(c) of this Section, the Borrower shall pay to such
Lender such additional amount or amounts as will
compensate it or its holding company for any such
reduction suffered.

     (c)  A certificate of a Lender setting forth the amount
or amounts necessary to compensate it or its holding
company, as the case may be, as specified in subsection
(a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.
Each such certificate shall contain a representation
and warranty on the part of the Lender to the effect
that such Lender has complied with its obligations
pursuant to Section 2.18 hereof in an effort to
eliminate or reduce such amount.  The Borrower shall
pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

     (d)  Failure or delay by any Lender to demand
compensation pursuant to this Section will not
constitute a waiver of its right to demand such
compensation; provided that the Borrower will not be
required to compensate a Lender pursuant to this
Section for any increased cost or reduction incurred
more than 180 days before it notifies the Borrower of
the Change in Law giving rise to such increased cost or
reduction and of its intention to claim compensation
therefor.  However, if the Change in Law giving rise to
such increased cost or reduction is retroactive, then
the 180-day period heretofore referred to will be
extended to include the period of retroactive effect
thereof.

     Section 2.15.  Break Funding Payments.
If (a) any principal of any Eurodollar
Loan is repaid on a day other than the last day of an
Interest Period applicable thereto (including as a
result of an Event of Default or Change in Control),
(a) any Eurodollar Loan is converted on a day
other than the last day of an Interest Period
applicable thereto, (b) the Borrower fails to borrow,
convert, continue or prepay any Loan on the date
specified in any notice delivered pursuant hereto, or
(c) any Eurodollar Loan is assigned on a day other
than the last day of an Interest Period applicable
thereto as a result of a request by the Borrower
pursuant to Section 2.18, then the Borrower shall
compensate each Lender for its loss, cost and
expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost and expense to any
Lender shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (i) the
amount of interest that would have accrued on the
principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the
date of such event to the end of the then current
Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, the Interest Period
that would have begun on the date of such failure),
over (ii) the amount of interest that would accrue on
such principal amount for such period at the interest
rate which such Lender would bid were it to bid, at the
beginning of such period, for dollar deposits of a
comparable amount and period from other banks in the
eurodollar market.  A certificate of any Lender setting
forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section shall be
delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such
Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

     Section 2.16.  Taxes.  (a)  All payments
by the Borrower under the Loan Documents shall
be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided
that, if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable will be increased as necessary
so that, after all required deductions (including
deductions applicable to additional sums payable under
this Section) are made, each relevant Lender Party
receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with
applicable law.

     (b)  In addition, the Borrower shall pay any Other
Taxes to the relevant Governmental Authority in
accordance with applicable law.

     (c)  The Borrower shall indemnify each Lender Party,
within 10 days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes
paid by such Lender Party with respect to any payment
by or obligation of the Borrower under the Loan
Documents (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts
payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A
certificate as to the amount of any such payment
delivered to the Borrower by a Lender Party on its own
behalf, or by the Administrative Agent on behalf of a
Lender Party, shall be conclusive absent manifest
error.  If the Borrower has indemnified any Lender
Party pursuant to this Section 2.16(c), such Lender
Party shall take such steps as the Borrower shall
reasonably request (at the Borrower's expense) to
assist the Borrower in recovering the Indemnified Taxes
or Other Taxes and any penalties or interest
attributable thereto; provided that no Lender Party
shall be required to take any action pursuant to this
Section 2.16(c) unless, in the judgment of such Lender
Party, such action (i) would not subject such Lender
Party to any unreimbursed cost or expense and (ii)
would not otherwise be disadvantageous to such Lender
Party.

     (d)  As soon as practicable after the Borrower pays
any Indemnified Taxes or Other Taxes to a Governmental
Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy
of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

     (e)  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under
the laws of the United States, or any treaty to which
the United States is a party, with respect to payments
under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, such properly
completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower
as will permit such payments to be made without
withholding or at a reduced rate.  If any such Foreign
Lender becomes subject to any Tax because it fails to
comply with this subsection as and when prescribed by
applicable law, the Borrower shall take such steps (at
such Foreign Lender's expense) as such Foreign Lender
shall reasonably request to assist such Foreign Lender
to recover such Tax.

     Section 2.17.  Payments Generally; Pro Rata
Treatment; Sharing of Set-Offs.  (a)  The Borrower
shall make each payment required to be made
by it under the Loan Documents (whether of
principal, interest or fees, or amounts payable under
Section 2.14, 2.15 or 2.16(c) or otherwise) before the
time expressly required under the relevant Loan
Document for such payment (or, if no such time is
expressly required, before 2:00 P.M. (Prevailing
Eastern Time)), on the date when due, in immediately
available funds, without set-off or counterclaim.  Any
amount received after such time on any day may, in the
discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day
for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York,
except that payments pursuant to Sections 2.14, 2.15,
2.16 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan
Documents shall be made to the Persons specified
therein.  The Administrative Agent shall distribute any
such payment received by it for the account of any
other Person to the appropriate recipient promptly
after receipt thereof.  Whenever any payment of
principal of, or interest on, Base Rate Loans or of
fees shall be due on a day that is not a Business Day,
the date for payment thereof shall be extended to the
next succeeding Business Day.  Whenever any payment of
principal of, or interest on, Eurodollar Loans shall be
due on a day which is not a Business Day, the date for
payment thereof shall be extended to the next
succeeding Business Day unless such Business Day falls
in another calendar month, in which case the date for
payment thereof shall be the next preceding Business
Day.  If the date for any payment of principal is
extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.  All
payments under each Loan Document shall be made in
dollars.

     (b)  If at any time insufficient funds are received by
and available to the Administrative Agent to pay fully
all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, to
pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties,
and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in
accordance with the amounts of principal then due to
such parties.

     (c)  If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its
Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans
and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at
face value) participations in the Loans of other
Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective
Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the
provisions of this subsection shall not apply to any
payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or
any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of
its Loans to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this subsection shall
apply).  The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

     (d)  Unless, before the date on which any payment is
due to the Administrative Agent for the account of one
or more Lender Parties hereunder, the Administrative
Agent receives from the Borrower notice that the
Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in
reliance on such assumption, distribute to each
relevant Lender Party the amount due to it.  In such
event, if the Borrower has not in fact made such
payment, each Lender Party severally agrees to repay to
the Administrative Agent forthwith on demand the amount
so distributed to such Lender Party with interest
thereon, for each day from and including the day such
amount is distributed to it to but excluding the day it
repays the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking
industry rules on interbank compensation.

     (e)  If any Lender fails to make any payment required
to be made by it to the Administrative Agent pursuant
to this Agreement, the Administrative Agent may, in its
discretion (notwithstanding any contrary provision
hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to
satisfy such obligations until all such unsatisfied
obligations are fully paid.

     Section 2.18.  Lender's Obligation to Mitigate;
Replacement of Lenders.  (a)  If any Lender requests
compensation under Section 2.14, or if the Borrower
is required to pay any additional amount to any
Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.16,
then such Lender shall use all commercially reasonable
efforts to mitigate or eliminate the amount of such
compensation or additional amount, including by
designating a different lending office for funding or
booking its Loans hereunder or by assigning its rights
and obligations hereunder to another of its offices,
branches or affiliates; provided that no Lender shall
be required to take any action pursuant to this Section
2.18(a) unless, in the judgment of such Lender, such
designation or assignment or other action (i) would
eliminate or reduce amounts payable pursuant to Section
2.14 or 2.16, as the case may be, in the future, (ii)
would not subject such Lender to any unreimbursed cost
or expense and (iii) would not otherwise be
disadvantageous to such Lender.  The Borrower shall pay
all reasonable costs and expenses incurred by any
Lender in connection with any such designation or
assignment.

     (b)  If any Lender requests compensation under Section
2.14, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to
Section 2.16, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such
Lender to assign, without recourse (in accordance with
and subject to the restrictions contained in Section
9.04), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent
of the Administrative Agent, which consents shall not
unreasonably be withheld or delayed, (ii) such Lender
shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from
a claim for compensation under Section 2.14 or payments
required to be made pursuant to Section 2.16, such
assignment will result in a material reduction in such
compensation or payments.  A Lender shall not be
required to make any such assignment if, prior thereto,
as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require
such assignment cease to apply.


                       ARTICLE 3
            Representations and Warranties

     The Borrower represents and warrants to the Lender
Parties that:

     Section 3.01.  Organization; Powers.  The Borrower
and each of its Subsidiaries is duly organized, validly
existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite
power and authority to carry on its business as now
conducted, except in the case of Subsidiaries to an
extent that, in the aggregate, would not reasonably be
expected to result in a Material Adverse Change.

     Section 3.02.  Authorization; Enforceability.  The
Financing Transactions to be entered into by the
Borrower are within its corporate powers and have been
duly authorized by all necessary corporate action.
This Agreement has been duly executed and delivered by
the Borrower and constitutes, and each other Loan
Document to which the Borrower is to be a party, when
executed and delivered by the Borrower, will
constitute, a legal, valid and binding obligation of
the Borrower, in each case enforceable in accordance
with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and
subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

     Section 3.03.  Governmental Approvals; No Conflicts.
The Financing Transactions (a) do not require
any consent or approval of, registration or
filing with, or other action by, any Governmental
Authority, except such as have been obtained or made
and are in full force and effect, (b) will not violate
any applicable law or regulation or the charter,
by-laws or other organizational documents of the Borrower
or any order of any Governmental Authority, (c) will not
violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower
or any of its properties, or give rise to a right
thereunder to require the Borrower to make any payment,
and (d) will not result in the creation or imposition
of any Lien on any property of the Borrower.

     Section 3.04.  Financial Statements; No Material
Adverse Change.  (a)  The Borrower has
heretofore furnished to the Lenders the
Borrower's 2006 Form 10-K containing the audited
consolidated balance sheet of the Borrower and its
Subsidiaries as of December 31, 2006 and the related
consolidated statements of income and cash flows for
the Fiscal Year then ended, reported on by
PricewaterhouseCoopers LLP, independent public
accountants.  Such financial statements present fairly,
in all material respects, the consolidated financial
position of the Borrower and its Subsidiaries as of
such date and its consolidated results of operations
and cash flows for such period in accordance with GAAP.

     (b)  Except as set forth in the Borrower's 2006
Form 10-K or the Borrower's Latest Form 10-Q there has
been no Material Adverse Change since December 31, 2006.

     Section 3.05.  Litigation and Environmental Matters.
(a)  Except as set forth in the Borrower's 2006
Form 10-K or the Borrower's Latest Form 10-Q, as
filed with the SEC pursuant to the Exchange Act,
there is no action, suit, arbitration proceeding
or other proceeding, inquiry or investigation, at law
or in equity, before or by any arbitrator or
Governmental Authority pending against the Borrower or
any of its Subsidiaries or of which the Borrower has
otherwise received official notice or which, to the
knowledge of the Borrower, is threatened against the
Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an unfavorable
decision, ruling or finding which would reasonably be
expected to result in a Material Adverse Change or (ii)
that involves any of the Loan Documents or the
Financing Transactions.

     (b)  Except as set forth in the Borrower's 2006
Form 10-K or the Borrower's Latest Form 10-Q, the Borrowe
does not presently anticipate that remediation costs and
penalties associated with any Environmental Law, to the
extent not previously provided for, will result in a
Material Adverse Change.

     Section 3.06.  Taxes.  Each of the Borrower and its
Subsidiaries has filed or caused to be filed all
material tax returns that are required to be filed by
it and has paid all taxes shown to be due and payable
on said returns or on any material assessments made
against it or any of its property and all other
material taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority
(other than any (i) the amount or validity of which are
being contested in good faith by appropriate
proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of
the Borrower and its Subsidiaries or (ii) the failure
to pay which would not reasonably be expected to result
in a Material Adverse Change).

     Section 3.07.  Investment Company Status.  The
Borrower is not an "investment company" or a company
"controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as
amended.

     Section 3.08.  ERISA.  No ERISA Event has occurred
or is reasonably expected to occur that, when taken
together with all other ERISA Events for which
liability is reasonably expected to occur, would
reasonably be expected to result in a Material Adverse
Change.

     Section 3.09.  Disclosure.  The Borrower has
disclosed to the Lenders all agreements, instruments
and corporate or other restrictions to which it is
subject, and all other matters known to it, that,
individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Change.  All
of the reports, financial statements, certificates and
other written information (other than projected
financial information) that have been made available by
or on behalf of the Borrower to the Arranger, any Agent
or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered
hereunder or thereunder, are complete and correct in
all material respects and do not contain any untrue
statement of a material fact or omit to state a
material fact necessary in order to make the statements
contained therein not materially misleading in light of
the circumstances under which such statements are made;
provided that, with respect to projected financial
information, the Borrower represents only that such
information was prepared in good faith based on
assumptions believed to be reasonable at the time.

                       ARTICLE 4
                      Conditions

     Section 4.01.  Effective Date.  The Commitments
shall become effective on the date on which each of the
following conditions is satisfied (or waived in
accordance with Section 9.02):

     (a)  The Administrative Agent (or its counsel) shall
have received counterparts hereof signed by the
Borrower and each of the Lenders listed on the
signature pages hereof (or, in the case of any party as
to which an executed counterpart shall not have been
received, receipt by the Administrative Agent in form
satisfactory to it of confirmation from such party that
it has executed a counterpart hereof).

     (b)  The Administrative Agent shall have received the
favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the
Effective Date) of the General Counsel or an Assistant
General Counsel of the Borrower, (i) which opinion is
substantially in the form of Exhibit B and (ii)
covering such other matters relating to the Borrower,
the Loan Documents or the Financing Transactions as the
Required Lenders shall reasonably request.  The
Borrower requests such counsel to deliver such opinion.

     (c)  The Administrative Agent shall have received such
documents and certificates as the Administrative Agent
or its counsel may reasonably request relating to the
organization, existence and good standing of the
Borrower, the authorization for and validity of the
Financing Transactions and any other material legal
matters relating to the Borrower, the Loan Documents or
the Financing Transactions, all in form and substance
satisfactory to the Administrative Agent and its
counsel.

     (d)  The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by the
President, a Vice President or a Financial Officer of
the Borrower, confirming compliance with the conditions
set forth in clause (b) and (c) of Section 4.02.

     (e)  The Borrower shall have paid all fees and other
amounts due and payable to the Lender Parties on or
before the Effective Date, including, to the extent
invoiced, all out-of-pocket expenses (including fees,
charges and disbursements of counsel) required to be
reimbursed or paid by the Borrower under the Loan
Documents.

The Administrative Agent shall promptly notify the
Borrower and the Lenders of the Effective Date, and
such notice shall be conclusive and binding on all
parties hereto.

     Section 4.02.  Conditions to Borrowing.  The
obligation of each Lender to make any Loan hereunder on
the Drawdown Date is subject to receipt of the
Borrower's request therefor in accordance herewith and
to the satisfaction of the following conditions:

     (a)  The Effective Date shall have occurred not later
than July 2, 2007.

     (b)  Immediately before and after giving effect to the
borrowing of the Loans, no Default shall have occurred
and be continuing.

     (c)  The representations and warranties of the Borrower
set forth in the Loan Documents shall be true on and as
of the Drawdown Date.

     (d)  The Merger shall have been (or shall substantially
simultaneously with the borrowing of the Loans
hereunder be) consummated in all material respects in
accordance with applicable law and the Merger Agreement
on or prior to the Drawdown Date.

     Acceptance of the proceeds of the Loans shall
constitute a representation and warranty by the
Borrower on the Drawdown Date as to the matters
specified in clauses (b), (c) and (d) of this Section.


                       ARTICLE 5
                 Affirmative Covenants

     Until all the Commitments have expired or
terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in
full, the Borrower covenants and agrees with the
Lenders that:

     Section 5.01.  Financial Statements and Other
Information.  (a)  The Borrower will furnish to
the Administrative Agent (for delivery to each Lender):

          (i) as soon as available and in any event within 90
     days after the end of each Fiscal Year, its audited
     consolidated balance sheet as of the end of such Fiscal
     Year and the related statements of income and cash
     flows for such Fiscal Year, setting forth in each case
     in comparative form the figures for the previous Fiscal
     Year, all reported on by PricewaterhouseCoopers LLC or
     another "registered public accounting firm" as defined
     in Section 2 of the Sarbanes-Oxley Act of 2002 (without
     a "going concern" or like qualification or exception
     and without any qualification or exception as to the
     scope of such audit except as permitted by the Exchange
     Act and the regulations promulgated thereunder) as
     presenting fairly in all material respects the
     financial position, results of operations and cash
     flows of the Borrower and its consolidated Subsidiaries
     on a consolidated basis in accordance with GAAP;

         (ii) as soon as available and in any event within 45
     days after the end of each of the first three Fiscal
     Quarters of each Fiscal Year, its consolidated balance
     sheet as of the end of such Fiscal Quarter and the
     related statements of income and cash flows for such
     Fiscal Quarter and for the then elapsed portion of such
     Fiscal Year, setting forth in each case in comparative
     form the figures for the corresponding period or
     periods of (or, in the case of the balance sheet, as of
     the end of) the previous Fiscal Year, all certified by
     a Financial Officer as (x) reflecting all adjustments
     (which adjustments are normal and recurring unless
     otherwise disclosed) necessary for a fair presentation
     of the results for the period covered and (y) having
     been prepared in accordance with the applicable rules
     of the SEC;

        (iii) concurrently with each delivery of financial
     statements under clause (i) or (ii), a certificate of a
     Financial Officer (x) certifying as to whether a
     Default has occurred and is continuing and, if a
     Default has occurred and is continuing, specifying the
     details thereof and any action taken or proposed to be
     taken with respect thereto, (y) setting forth
     reasonably detailed calculations demonstrating
     compliance with Section 6.03 and Section 6.04 and (z)
     identifying any change(s) in GAAP or in the application
     thereof that have become effective since the date of,
     and have had an effect on,  the Borrower's most recent
     audited financial statements referred to in Section
     3.04 or delivered pursuant to this Section (and, if any
     such change has become effective, specifying the effect
     of such change on the financial statements accompanying
     such certificate);

         (iv) promptly after the same become publicly available,
     copies of all periodic and other material reports and
     proxy statements filed by the Borrower or any
     Subsidiary with the SEC, or any Governmental Authority
     succeeding to any or all of the functions of the SEC;

          (v) written notice of any change in the Borrower's
     Senior Debt Ratings by either Moody's or S&P; and

         (vi) promptly following any request therefor, such
     other information regarding the operations, business
     affairs and financial condition of the Borrower and its
     Subsidiaries, or compliance with the terms of any Loan
     Document, as the Administrative Agent or any Lender may
     reasonably request.

     Information required to be delivered pursuant to
Section 5.01(a)(i), Section 5.01(a)(ii) or Section
5.01(a)(iv) shall be deemed to have been delivered on
the date on which the Borrower provides notice to the
Administrative Agent that such information has been
posted on the Borrower's website on the Internet at the
website address listed on the signature pages hereof,
at sec.gov/edaux/searches.htm or at another website
identified in such notice and accessible by the Lenders
without charge; provided that (i) such notice may be
included in a certificate delivered pursuant to Section
5.01(a)(iii) and (ii) the Borrower shall deliver paper
copies of the information referred to in Section
5.01(a)(i), Section 5.01(a)(ii) and Section 5.01(a)(iv)
to the Administrative Agent for any Lender which
requests such delivery.

     (b)  The Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the
following:

          (i) the occurrence of any Default;

         (ii) the filing or commencement of any action, suit or
     proceeding by or before any arbitrator or Governmental
     Authority against or affecting the Borrower or any
     Subsidiary that, if adversely determined, would
     reasonably be expected to result in a Material Adverse
     Change;

        (iii) the occurrence of any ERISA Event that, alone
     or together with any other ERISA Events that have
     occurred, would reasonably be expected to result in a
     Material Adverse Change; and

         (iv) any other development that results in, or would
     reasonably be expected to result in, a Material Adverse
     Change.

     Each notice delivered under this subsection shall
be accompanied by a statement of a Financial Officer or
other executive officer of the Borrower setting forth
the details of the event or development requiring such
notice and any action taken or proposed to be taken
with respect thereto.

     Section 5.02.  Existence; Conduct of Business.  The
Borrower will, and will cause each of its Subsidiaries
to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its
legal existence and the rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks
and trade names material to the conduct of its
business; provided that the foregoing shall not
prohibit (i) any merger, consolidation, liquidation or
dissolution involving the Borrower which is expressly
permitted under Section 6.02 or (ii) any other
transaction which would not reasonably be expected to
result in a Material Adverse Change.

     Section 5.03.  Maintenance of Properties.  The
Borrower will, and will cause each of its Subsidiaries
to, maintain all property material to the conduct of
its business in good working order and condition,
ordinary wear and tear excepted.

     Section 5.04.  Insurance.  The Borrower will, and
will cause each Subsidiary to, maintain (either in the
name of the Borrower or in the Subsidiary's own name)
with financially sound and responsible insurance
companies, insurance on all their respective properties
in at least such amounts and against at least such
risks (and with such risk retention) as are usually
insured against at the relevant time in the same
general area by companies of established repute engaged
in the same or a similar business; and will furnish to
the Lenders, upon request from the Administrative
Agent, information presented in reasonable detail as to
the insurance so carried.

     Section 5.05.  Proper Records; Rights to Inspect.
The Borrower will, and will cause each of its
Subsidiaries to, keep proper books of record and
account in which complete and correct entries are made
of all transactions relating to its business and
activities.  The Borrower will, and will cause each of
its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender,
at reasonable times and upon reasonable prior notice,
to visit and inspect its properties, to examine and
make extracts from its books and records, and to
discuss its affairs, finances and condition with its
officers and independent accountants, all at such
reasonable times and as often as reasonably requested.
Any representatives of the Administrative Agent or any
Lender shall comply with the Borrower's rules regarding
safety and security while visiting the Borrower's
facilities.

     Section 5.06.  Compliance with Laws.  The Borrower
will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders of
any Governmental Authority (including all Environmental
Laws and ERISA and the respective rules and regulations
thereunder) applicable to it or its property, other
than such laws, rules or regulations (a) the validity
or applicability of which the Borrower or any
Subsidiary is contesting in good faith by appropriate
proceedings or (b) the failure to comply with which
would not reasonably be expected to result in a
Material Adverse Change.

     Section 5.07.  Use of Proceeds.  The proceeds of the
Loans will be used to finance the consummation of the
Merger.  No part of the proceeds of any Loan will be
used, directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the
Federal Reserve Board, including Regulations T, U and
X.

                       ARTICLE 6
                  Negative Covenants

     Until all the Commitments have expired or
terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in
full, the Borrower covenants and agrees with the
Lenders that:

     Section 6.01.  Liens.  (a)  The Borrower will not,
and will not permit any of its Subsidiaries to, create
or permit to exist any Lien on any property now owned
or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

          (i) Permitted Liens;

         (ii) any Lien on any property of the Borrower or any
     Subsidiary existing on the date hereof and (in the case
     of any such Lien that (x) secures Debt or (y) arises
     outside the ordinary course of business) listed in
     Schedule 6.01; provided that (A) such Lien shall not
     apply to any other property of the Borrower or any
     Subsidiary and (B) such Lien shall secure only those
     obligations which it secures on the date hereof and
     extensions, renewals and replacements thereof that do
     not increase the outstanding principal amount thereof;

        (iii) any Lien existing on any property or asset
     before the acquisition thereof by the Borrower or any
     Subsidiary or existing on any property or asset of any
     Person that first becomes a Subsidiary after the date
     hereof before the time such Person becomes a
     Subsidiary; provided that (A) such Lien is not
     initially created in contemplation of or in connection
     with such acquisition or such Person becoming a
     Subsidiary, as the case may be, (B) such Lien will not
     apply to any other property or asset of the Borrower or
     any Subsidiary and (C) such Lien will secure only those
     obligations which it secures on the date of such
     acquisition or the date such Person first becomes a
     Subsidiary, as the case may be, and extensions,
     renewals and replacements thereof that do not increase
     the outstanding (or committed) principal amount
     thereof;

         (iv) Liens on fixed or capital assets acquired,
     constructed or improved by the Borrower or any
     Subsidiary; provided that (A) such Liens and the Debt
     secured thereby are incurred before or within 180 days
     after such acquisition or the completion of such
     construction or improvement, (B) the Debt secured
     thereby does not exceed 100% of the cost of acquiring,
     constructing or improving such fixed or capital assets
     and (C) such Liens will not apply to any other property
     of the Borrower or any Subsidiary;

          (v) Liens to secure a Debt owing to the Borrower or a
     Subsidiary;

         (vi) any Lien arising out of the refinancing,
     extension, renewal or refunding of any Debt secured by
     a Lien permitted by any of clauses  (iii), (iv) or (v)
     of this Section; provided that such Debt is not
     increased (except by the amount of fees, expenses and
     premiums required to be paid in connection with such
     refinancing, extension, renewal or refunding) and is
     not secured by any additional assets;

        (vii) Liens securing Debt arising out of, and sales
     of accounts receivable as part of, a Permitted
     Receivables Financing;

       (viii) Liens securing industrial revenue or
     pollution control bonds issued for the benefit of the
     Borrower;

         (ix) Liens on assets of Foreign Subsidiaries securing
     obligations of Foreign Subsidiaries; and

          (x) Liens not otherwise permitted by the foregoing
     clauses of this Section 6.01 on assets other than
     Inventory of the Borrower or a Domestic Subsidiary;
     provided that neither the aggregate book value of the
     assets subject to such Liens nor the aggregate
     principal amount of Debt and other obligations secured
     thereby shall exceed 10% of Consolidated Net Tangible
     Assets (in each case determined at the time of
     incurrence).

     (b)  The Borrower will not and will not permit any of
its Domestic Subsidiaries to, directly or indirectly,
enter into or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any
condition on the ability of the Borrower or any of its
Domestic Subsidiaries to create or permit to exist any
Lien on any of its Inventory; provided that the
foregoing shall not apply (i) to restrictions and
conditions contained in the Credit Facilities, (ii) to
restrictions or conditions in any document granting
Liens permitted by sub-clauses (i) (solely with
reference to clause (e) of the definition of Permitted
Liens), (ii), (iii) and (so long as the same are no
more restrictive than those applicable to the Debt
being refinanced, extended, renewed or refunded) (vi)
of clause (a) of this Section 6.01, (iii) to
restrictions and conditions contained in other
instruments in connection with Debt, so long as the
terms thereof permit the creation of such a Lien if
such Debt is equally and ratably secured thereby, and
(iv) to customary restrictions or conditions related to
particular assets contained in other agreements entered
into in the ordinary course provided that such
agreements are not entered into in connection with the
incurrence of Debt.

     Section 6.02.  Fundamental Changes.  The Borrower
will not (i) consolidate or merge with or into any
other Person or (ii) sell, lease or otherwise transfer,
directly or indirectly, all or substantially all of the
assets of the Borrower and its Subsidiaries, taken as a
whole, to any other Person; provided that the Borrower
may permit any corporation to be merged into the
Borrower or may consolidate with or merge into or sell
or otherwise (except by lease) dispose of its assets as
an entirety or substantially as an entirety to any
solvent corporation organized in the United States of
America which expressly assumes in writing reasonably
satisfactory to the Administration Agent the due and
punctual payment of the principal of and interest on
the Loans and the due and punctual performance of the
obligations of the Borrower hereunder and under the
Notes, if (x) after giving effect to such
consolidation, merger or other disposition, no Default
shall have occurred and be continuing and (y) any such
disposition shall not release the corporation that
originally executed this Agreement as the borrower from
its liability as obligor hereunder or under the Notes.

     Section 6.03.  Interest Coverage Ratio.  The
Borrower will not permit the Interest Coverage Ratio to
be less than 2.00:1.00 at the last day of any Fiscal
Quarter.

     Section 6.04.  Leverage Ratio.   The Borrower will
not permit the Leverage Ratio at any time to be more
than 3.25:1.00.

                       ARTICLE 7
                   Events of Default

     If any of the following events ("Events of
Default") shall occur:

     (a)  the Borrower shall fail to pay any principal of
any Loan when the same shall become due, whether at the
due date thereof or at a date fixed for prepayment
thereof or otherwise;

     (b)  the Borrower shall fail to pay when due any
interest on any Loan or any fee or other amount (except
an amount referred to in clause (a)) payable under any
Loan Document, and such failure shall continue
unremedied for a period of five Business Days;

     (c)  any representation, warranty or certification made
or deemed made by or on behalf of the Borrower in or in
connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any
report, certificate, financial statement or other
document furnished pursuant to or in connection with
any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been
incorrect when made or deemed made and, if the
circumstances giving rise to such false or misleading
representation or warranty are susceptible to being
cured in all material respects, such false or
misleading representation or warranty shall not be
cured in all material respects for five days after the
earlier to occur of (i) the date on which an officer of
the Borrower shall obtain knowledge thereof, or (ii)
the date on which written notice thereof shall have
been given to the Borrower by the Administrative Agent;

     (d)  the Borrower shall fail to observe or perform any
covenant or agreement contained in Section 5.01(b),
Section 5.07 or in Article 6.

     (e)  the Borrower shall fail to observe or perform any
provision of any Loan Document (other than those
failures covered by clauses (a), (b) and (d) of this
Article 7) and such failure shall continue for thirty
days after the earlier of notice of such failure to the
Borrower from the Administrative Agent or knowledge of
such failure by an officer of the Borrower;

     (f)  the Borrower or any of its Subsidiaries shall fail
to make a payment or payments (whether of principal or
interest and regardless of amount) in respect of any
Material Debt when the same shall become due or within
any applicable grace period;

     (g)  any event or condition occurs that (i) results in
acceleration of the maturity of any Material Debt or
(ii) enables or permits the holder or holders of
Material Debt or any trustee or agent on its or their
behalf to cause any Material Debt to become due, or to
require the prepayment, repurchase, redemption or
defeasance thereof, before its scheduled maturity but
in the case of any event described in this clause (ii),
only after the lapse of a cure period, equal to the
greater of five Business Days or the cure period
specified in the instrument governing such Material
Debt;

     (h)  an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i)
liquidation, reorganization or other relief in respect
of the Borrower or any of its Significant Subsidiaries
or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or
hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or any of its
Significant Subsidiaries or for a substantial part of
its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the
foregoing shall be entered;

     (i)  the Borrower or any of its Significant
Subsidiaries shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state
or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect, (ii) consent to
the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition
described in clause (i), (iii) apply for or consent to
the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any
the Borrower or any of its Significant Subsidiaries or
for a substantial part of its assets, (iv) file an
answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the
foregoing;

     (j)  the Borrower or any of its Significant
Subsidiaries shall become unable, admit in writing its
inability or fail generally to pay its debts as they
become due;

     (k)  one or more judgments for the payment of money in
an aggregate amount exceeding $100,000,000 shall be
rendered against the Borrower or any of its Significant
Subsidiaries and shall remain undischarged for a period
of 30 consecutive days during which execution shall not
be effectively stayed, or any action shall be legally
taken by a judgment creditor to attach or levy upon any
asset of the Borrower or any of its Significant
Subsidiaries to enforce any such judgment; or

     (l)  an ERISA Event shall have occurred that, in the
opinion of the Required Lenders, when taken together
with all other ERISA Events that have occurred, would
reasonably be expected to result in a Material Adverse
Change;

then, and in every such event (except an event with
respect to the Borrower described in clause (h) or (i)
above), and at any time thereafter during the
continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall,
by notice to the Borrower, take either or both of the
following actions, at the same or different times:  (i)
terminate the Commitments, if any, and thereupon the
Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any
principal not so declared to be due and payable may
thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be
due and payable, together with accrued interest thereon
and all fees and other obligations of the Borrower
accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or
other notice of any kind, all of which are waived by
the Borrower; and in the case of any event with respect
to the Borrower described in clause (h) or (i) above,
the Commitments, if any, shall automatically terminate
and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without
presentment, demand, protest or other notice of any
kind, all of which are waived by the Borrower.


                       ARTICLE 8
                      The Agents

     Section 8.01.  Appointment and Authorization.  Each
Lender irrevocably appoints and authorizes the
Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this
Agreement and the Notes as are delegated to the
Administrative Agent by the terms hereof or thereof,
together with all such powers as are reasonably
incidental thereto.

     Section 8.02.  Administrative Agent and Affiliates.
JPMorgan Chase Bank, N.A. shall have the same rights
and powers under this Agreement as any other Lender and
may exercise or refrain from exercising the same as
though it were not the Administrative Agent, and
JPMorgan Chase Bank, N.A. and its affiliates may accept
deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any
Subsidiary or affiliate of the Borrower as if it were
not the Administrative Agent hereunder.

     Section 8.03.  Action by Administrative Agent.  The
obligations of the Administrative Agent hereunder are
only those expressly set forth herein.  Without
limiting the generality of the foregoing, the
Administrative Agent shall not be required to take any
action with respect to any Default, except as expressly
provided in Article 7.

     Section 8.04.  Consultation with Experts.  The
Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent
public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

     Section 8.05.  Liability of Administrative Agent.
Neither the Administrative Agent nor any of its
affiliates nor any of their respective directors,
officers, agents, or employees shall be liable for any
action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required
Lenders or such other number of Lenders as may be
expressly required hereunder or (ii) in the absence of
its own gross negligence or willful misconduct.
Neither the Administrative Agent nor any of its
affiliates nor any of their respective directors,
officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into or verify
(i) any statement, warranty or representation made in
connection with this Agreement; (ii) the performance or
observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition
specified in Article 4, except receipt of items
required to be delivered to the Administrative Agent;
or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or
writing furnished in connection herewith.  The
Administrative Agent shall not incur any liability by
acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be
a Lender wire, telex, facsimile, electronic
transmission or similar writing) believed by it to be
genuine or to be signed by the proper party or parties.

     Section 8.06.  Credit Decision.  Each Lender
acknowledges that it has, independently and without
reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed
appropriate, made its own credit analysis and decision
to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without
reliance upon any Agent or any other Lender, and based
on such documents and information as it shall deem
appropriate at the time, continue to make its own
credit decisions in taking or not taking any action
under this Agreement.

     Section 8.07.  Successor Administrative Agent.  The
Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower.  Upon
any such resignation, the Required Lenders shall have
the right to appoint a successor Administrative Agent.
If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the
retiring Administrative Agent gives notice of
resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial
Lender organized or licensed under the laws of the
United States of America or of any State thereof and
having a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring
Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and
obligations hereunder.  After any retiring
Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative
Agent.

     Section 8.08.  Agents' Fees.  The Borrower shall pay
to each Agent for its own account fees in the amounts
and at the times previously agreed upon between the
Borrower and such Agent.

     Section 8.09.  Other Agents.  Nothing in this
Agreement shall impose any duty or liability whatsoever
on any Agent (other than the Administrative Agent) in
its capacity as an Agent.

                       ARTICLE 9
                     Miscellaneous

     Section 9.01.  Notices.  (a)  Except in the case of
notices and other communications expressly permitted to
be given by telephone, all notices and other
communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent
by telecopy, as follows:

          (i) if to the Borrower, to it at 600 Grant Street,
     Room 1311, Pittsburgh, Pennsylvania 15219, Attention of
     Treasurer (Facsimile No. (412) 433-4765);

         (ii) if to the Administrative Agent, to JPMorgan Chase
     Bank, N.A. Loan and Agency Services Group, 1111 Fannin,
     10th Floor, Houston, Texas 77002, Attention of Sylvia
     Trevino (Facsimile No. (713) 750-2932); with a copy to
     both JPMorgan Chase Bank, 270 Park Avenue, 4th Floor,
     New York, New York 10017, Attention of James Ramage
     (Facsimile No. (212) 270-5100) and JPMorgan Chase Bank,
     270 Park Avenue, 15th Floor, New York, New York 10017,
     Attention of Connie Louie (Facsimile No. (212) 270-
     3513); and

        (iii) if to any other Lender, to it at its address
     (or facsimile number) set forth in its Administrative
     Questionnaire.

     (b)  The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other
communications to it hereunder by electronic
communications pursuant to procedures approved by it;
provided that approval of such procedures may be
limited to particular notices or communications.

     (c)  Any party hereto may change its address or
telecopy number for notices and other communications
hereunder by notice to the Administrative Agent and the
Borrower.  All notices and other communications given
to any party hereto in accordance with the provisions
of this Agreement will be deemed to have been given on
the date of receipt.

     Section 9.02.  Waivers; Amendments.  (a)  No
failure or delay by any Lender Party in exercising
any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of
any other right or power.  The rights and remedies of
the Lender Parties under the Loan Documents are
cumulative and are not exclusive of any rights or
remedies that they would otherwise have.  No waiver of
any provision of any Loan Document or consent to any
departure by the Borrower therefrom shall in any event
be effective unless the same shall be permitted by
subsection (b) of this Section, and then such waiver or
consent shall be effective only in the specific
instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of
a Loan shall not be construed as a waiver of any
Default, regardless of whether any Lender Party had
notice or knowledge of such Default at the time.

     (b)  No Loan Document or provision thereof may be
waived, amended or modified except by an agreement or
agreements in writing entered into by the Borrower and
the Required Lenders; provided that no such agreement
shall:

          (i) increase the Commitment of any Lender without its
     written consent;

         (ii) reduce the principal amount of any Loan or reduce
     the rate of interest thereon, or reduce any fee payable
     hereunder, without the written consent of each Lender
     Party affected thereby;

        (iii) postpone the date fixed for any payment of
     principal of any Loan, or for any payment of interest,
     or fees hereunder, or reduce the amount of, waive or
     excuse any such payment, or postpone the scheduled date
     of expiration of any Commitment, without the written
     consent of each Lender Party affected thereby;

         (iv) change Section 2.17 in a manner that would alter
     the pro rata sharing of payments required thereby,
     without the written consent of each Lender;

         (v) change any provision of this Section or the
     percentage set forth in the definition of "Required
     Lenders" or any other provision of any Loan Document
     specifying the number or percentage of Lenders required
     to take any action thereunder, without the written
     consent of each Lender; or

         (vi) unless signed by a Designated Lender or its
     Designating Lender, subject such Designated Lender to
     any additional obligation or affect its rights
     hereunder (unless the rights of all the Lenders are
     similarly affected);

and provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties
of any Agent without its prior written consent; and
provided further that neither a reduction or
termination of Commitments pursuant to Section 2.08 or
2.12 constitutes an amendment, waiver or modification
for purposes of this Section 9.02.

     (c)  Notwithstanding the foregoing, if the Required
Lenders enter into or consent to any waiver, amendment
or modification pursuant to subsection (b) of this
Section, no consent of any other Lender will be
required if, when such waiver, amendment or
modification becomes effective, (i) the Commitment of
each Lender not consenting thereto (if still in
existence) terminates and (ii) all amounts owing to it
or accrued for its account hereunder are paid in full.

     Section 9.03.  Expenses; Indemnity; Damage Waiver.
(a)  The Borrower shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the
Arranger, the Administrative Agent and their
respective Affiliates, including the reasonable
fees, charges and disbursements of Davis Polk &
Wardwell, special counsel for the Administrative Agent,
in connection with the syndication of the credit
facilities provided for herein, the preparation and
administration of the Loan Documents and any
amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and (ii) all
out-of-pocket expenses incurred by any Lender Party,
including the fees, charges and disbursements of any
counsel for any Lender Party, in connection with the
enforcement or protection of its rights in connection
with the Loan Documents (including its rights under
this Section) or the Loans, including all such out-of-
pocket expenses incurred during any workout,
restructuring or negotiations in respect of the Loans.

     (b)  The Borrower shall indemnify each of the Lender
Parties and their respective Related Parties (each such
Person being called an "Indemnitee") against, and hold
each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of
counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery
of any Loan Document or any other agreement or
instrument contemplated hereby, the performance by the
parties to the Loan Documents of their respective
obligations thereunder or the consummation of the
Financing Transactions or any other transactions
contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom or (iii) any actual or prospective
claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract,
tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that (i) such
indemnity shall not be available to any Indemnitee to
the extent that such losses, claims, damages,
liabilities or related expenses are determined by a
court of competent jurisdiction by final and
nonappealable judgment to have resulted from such
Indemnitee's gross negligence or willful misconduct;
(ii) such indemnity shall not be available to any
Indemnitee for losses, claims, damages, liabilities or
related expenses arising out of a proceeding in which
such Indemnitee and the Borrower are adverse parties to
the extent that the Borrower prevails on the merits, as
determined by a court of competent jurisdiction (it
being understood that nothing in this Agreement shall
preclude a claim or suit by the Borrower against any
Indemnitee for such Indemnitee's failure to perform any
of its obligations to the Borrower under the Loan
Documents); (iii) the Borrower shall not, in connection
with any such proceeding or related proceedings in the
same jurisdiction and in the absence of conflicts of
interest, be liable for the fees and expenses of more
than one law firm at any one time for the Indemnitees
(which law firm shall be selected (x) by mutual
agreement of the Administrative Agent and the Borrower
or (y) if no such agreement has been reached following
the Administrative Agent's good faith consultation with
the Borrower with respect thereto, by the
Administrative Agent in its sole discretion); (iv) each
Indemnitee shall give the Borrower (x) prompt notice of
any such action brought against such Indemnitee in
connection with a claim for which it is entitled to
indemnity under this Section and (y) an opportunity to
consult from time to time with such Indemnitee
regarding defensive measures and potential settlement;
and (v) the Borrower shall not be obligated to pay the
amount of any settlement entered into without its
written consent (which consent shall not be
unreasonably withheld or delayed).

     (c)  To the extent that the Borrower fails to pay any
amount required to be paid by it to the Administrative
Agent under subsection (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative
Agent such Lender's pro rata share (determined as of
the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against
the Administrative Agent in its capacity as such.  For
purposes hereof, a Lender's "pro rata share" shall be
determined based on its share of the sum of the total
Credit Exposures.

     (d)  To the extent permitted by applicable law, the
Borrower shall not assert, and each hereby waives, any
claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or
instrument contemplated hereby, the Financing
Transactions, any Loan or the use of the proceeds
thereof.

     (e)  All amounts due under this Section shall be
payable within five Business Days after written demand
therefor.

     Section 9.04.  Successors and Assigns.  (a)  The
provisions of this Agreement shall be binding on
and inure to the benefit of the parties hereto and
their respective successors and assigns permitted
hereby, except that (i) the Borrower may not
assign or otherwise transfer any of its rights
or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder
except in accordance with this Section.  Nothing in
this Agreement, expressed or implied, shall be
construed to confer upon any Person (except the parties
hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided
in paragraph (c) of this Section) and, to the extent
expressly provided herein, the Related Parties of the
Lender Parties) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     (b)  Any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this
Agreement (including all or a portion of any Commitment
it has at the time or any Loans at the time owing to
it); provided that:

          (i) except in the case of an assignment to a Lender or
     a Lender Affiliate, the Borrower must give its prior
     written consent to such assignment (which consent shall
     not be unreasonably withheld or delayed);

         (ii) the Administrative Agent must give its prior
     written consent (which consent shall not be
     unreasonably withheld or delayed);

        (iii) unless each of the Borrower and the
     Administrative Agent otherwise consent, the amount of
     the Commitment or Loans of the assigning Lender subject
     to each such assignment (determined as of the date on
     which the relevant Assignment is delivered to the
     Administrative Agent) shall not be less than
     $5,000,000; provided that this clause (iii) shall not
     apply to an assignment to a Lender or an Affiliate of a
     Lender or an assignment of the entire remaining amount
     of the assigning Lender's Commitment or Loans;

         (iv) the parties to each assignment shall execute and
     deliver to the Administrative Agent an Assignment,
     together with a processing and recordation fee of
     $3,500; and

          (v) the assignee, if it shall not be a Lender, shall
     deliver to the Administrative Agent a completed
     Administrative Questionnaire;


and provided further that any consent of the Borrower
otherwise required under this subsection shall not be
required if an Event of Default has occurred and is
continuing.  Subject to acceptance and recording
thereof pursuant to subsection (d) of this Section,
from and after the effective date specified in each
Assignment the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by
such Assignment, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest
assigned by such Assignment, be released from its
obligations under this Agreement (and, in the case of
an Assignment covering all of the assigning Lender's
rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 9.03).  Any assignment or transfer
by a Lender of rights or obligations under this
Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights
and obligations in accordance with subsection (e) of
this Section.

     (c)   The Administrative Agent, acting for this purpose
as an agent of the Borrower, shall maintain at one of
its offices in New York City a copy of each Assignment
delivered to it and a register for the recordation of
the names and addresses of the Lenders, their
respective Commitments and the principal amounts of the
Loans owing to each Lender pursuant to the terms hereof
from time to time (the "Register").  The entries in the
Register shall be conclusive (absent manifest error),
and the parties hereto may treat each Person whose name
is recorded in the Register pursuant to the terms
hereof as a Lender for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register
shall be available for inspection by any party hereto
at any reasonable time and from time to time upon
reasonable prior notice.

     (d)  Upon its receipt of a duly completed Assignment
executed by an assigning Lender and an assignee, the
assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender
hereunder), any processing and recordation fee referred
to in, and payable pursuant to, subsection (b) of this
Section and any written consent to such assignment
required by subsection (b) of this Section, the
Administrative Agent shall accept such Assignment and
record the information contained therein in the
Register.  No assignment shall be effective for
purposes of this Agreement unless it has been recorded
in the Register as provided in this subsection.

     (e)  Any Lender may, without the consent of the
Borrower or any other Lender Party, sell participations
to one or more banks or other entities ("Participants")
in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a
portion of its Commitment or the Loans owing to it);
provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties
hereto for the performance of such obligations and
(iii) the Borrower and the other Lender Parties shall
continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations
under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any
amendment, modification or waiver of any provision of
the Loan Documents; provided that such agreement or
instrument may provide that such Lender will not,
without the consent of the Participant, agree to any
amendment, modification or waiver described in clause
(i), (ii) or (iii), of the first proviso to Section
9.02(b) that affects such Participant.  Subject to
subsection (f) of this Section, each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and
2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent
permitted by law, each Participant also shall be
entitled to the benefits of Section 9.09 as though it
were a Lender, provided that such Participant agrees to
be subject to Section 2.17(c) as though it were a
Lender.

     (f)  A Participant shall not be entitled to receive
any greater payment under Section 2.14 or 2.16 than the
applicable Lender would have been entitled to receive
with respect to the participation sold to such
Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior
written consent.  A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the
benefits of Section 2.16 unless the Borrower is
notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.16(e) as though it
were a Lender.

     (g)  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights
under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or
assignment of a security interest shall release a
Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender
as a party hereto.

     Section 9.05.  Designated Lenders.  (a)  Subject
to the provisions of this Section 9.05(a), any Lender
may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans
to be made by such Lender pursuant to this
Agreement; provided that such designation shall
not be effective unless the Borrower and the
Administrative Agent consent thereto.  When a Lender
and its Eligible Designee shall have signed an
agreement substantially in the form of Exhibit G hereto
(a "Designation Agreement") and the Borrower and the
Administrative Agent shall have signed their respective
consents thereto, such Eligible Designee shall become a
Designated Lender for purposes of this Agreement.  The
Designating Lender shall thereafter have the right to
permit such Designated Lender to provide all or a
portion of the loans to be made by such Designating
Lender pursuant to Section 2.01 and the making of such
Loans or portions thereof shall satisfy the obligation
of the Designating Lender to the same extent, and as
if, such Loans or portion thereof were made by the
Designating Lender.  As to any Loans or portion thereof
made by it, each Designated Lender shall have all the
rights that a Lender making such Loans or portion
thereof would have had under this Agreement and
otherwise; provided that (x) its voting rights under
this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall
remain solely responsible to the other parties hereto
for the performance of its obligations under this
Agreement, including its obligations in respect of the
Loans or portion thereof made by it. No additional
promissory note shall be required to evidence Loans or
portions thereof made by a Designated Lender; and the
Designating Lender shall be deemed to hold any
promissory note issued pursuant to Section 2.11(d) as
agent for its Designated Lender to the extent of the
Loans or portion thereof funded by such Designated
Lender.  Each Designating Lender shall act as
administrative agent for its Designated Lender and give
and receive notices and other communications on its
behalf. Any payments for the account of any Designated
Lender shall be paid to its Designating Lender as
administrative agent for such Designated Lender and
neither the Borrower nor the Administrative Agent shall
be responsible for any Designating Lender's application
of such payments.  In addition, any Designated Lender
may (i) with notice to, but without the prior written
consent of, the Borrower or the Administrative Agent,
assign all or portions of its interest in any Loans to
its Designating Lender or to any financial institutions
consented to by the Borrower and the Administrative
Agent providing liquidity and/or credit facilities to
or for the account of such Designated Lender to support
the funding of Loans or portions thereof made by such
Designated Lender and (ii) disclose on a confidential
basis any non-public information relating to its Loans
or portions thereof to any rating agency, commercial
paper dealer or provider of any guarantee, surety,
credit or liquidity enhancement to such Designated
Lender.

     (b)  Each party to this Agreement agrees that it will
not institute against, or join any other Person in
instituting against, any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceeding under any
federal or state bankruptcy or similar law, for one
year and a day after all outstanding senior
indebtedness of such Designated Lender is paid in full.
The Designating Lender for each Designated Lender
agrees to indemnify, save, and hold harmless each other
party hereto for any loss, cost, damage and expense
arising out of its inability to institute any such
proceeding against such Designated Lender.  This
Section 9.05(b) shall survive the termination of this
Agreement.

     Section 9.06.  Survival.  All covenants, agreements,
representations and warranties made by the Borrower in
the Loan Documents and in certificates or other
instruments delivered in connection with or pursuant to
the Loan Documents shall be considered to have been
relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan
Documents and the making of any Loans, regardless of
any investigation made by any such other party or on
its behalf and notwithstanding that any Lender Party
may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in
full force and effect as long as any principal of or
accrued interest on any Loan or any fee or other amount
payable hereunder is outstanding.  The provisions of
Sections 2.14, 2.15, 2.16 and 9.03 and Article 8 shall
survive and remain in full force and effect regardless
of the consummation of the Financing Transactions, the
repayment of the Loans or the termination of this
Agreement or any provision hereof.

     Section 9.07.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on
different counterparts), each of which shall constitute
an original, but all of which when taken together shall
constitute a single contract.  This Agreement, the
other Loan Documents and any separate letter agreements
with respect to fees payable to any Agent constitute
the entire contract among the parties relating to the
subject matter hereof and supersede any and all
previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except
as provided in Section 4.01, this Agreement (i) will
become effective when the Administrative Agent shall
have signed this Agreement and received counterparts
hereof that, when taken together, bear the signatures
of each of the other parties hereto and (ii) thereafter
will be binding upon and inure to the benefit of the
parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy will be
effective as delivery of a manually executed
counterpart of this Agreement.

     Section 9.08.  Severability.  If any provision of
any Loan Document is invalid, illegal or unenforceable
in any jurisdiction then, to the fullest extent
permitted by law, (i) such provision shall, as to such
jurisdiction, be ineffective to the extent (but only to
the extent) of such invalidity, illegality or
unenforceability, (ii) the other provisions of the Loan
Documents shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor
of the Lender Parties in order to carry out the
intentions of the parties thereto as nearly as may be
possible and (iii) the invalidity, illegality or
unenforceability of any such provision in any
jurisdiction shall not affect the validity, legality or
enforceability of such provision in any other
jurisdiction.

     Section 9.09.  Right of Setoff.  If an Event of
Default shall have occurred and be continuing, each
Lender and each of its Affiliates is authorized at any
time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all
deposits (general or special, time or demand,
provisional or final) at any time held and other
obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the
Borrower against any obligations of the Borrower now or
hereafter existing hereunder and held by such Lender,
irrespective of whether or not such Lender shall have
made any demand hereunder and although such obligations
may be unmatured.  The rights of each Lender under this
Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender may
have.

     Section 9.10.  Governing Law; Jurisdiction; Consent
to Service of Process.  (a)  This Agreement shall be
construed in accordance with and governed by the law
of the State of New York.

     (b)  Each party to this Agreement irrevocably and
unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and
of the United States District Court of the Southern
District of New York, and any relevant appellate court,
in any action or proceeding arising out of or relating
to any Loan Document, or for recognition or enforcement
of any judgment, and each party hereto irrevocably and
unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and
determined in such New York State court or, to the
extent permitted by law, in such Federal court.  Each
party hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.  Nothing in any
Loan Document shall affect any right that any party may
otherwise have to bring any action or proceeding
relating to any Loan Document against another party or
its properties in the courts of any jurisdiction.

     (c)  Each party irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to
the laying of venue of any suit, action or proceeding
arising out of or relating to any Loan Document in any
court referred to in subsection (b) of this Section.
Each party hereto irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient
forum to the maintenance of any such suit, action or
proceeding in any such court.

     (d)  Each party hereto irrevocably consents to service
of process in the manner provided for notices in
Section 9.01.  Nothing in any Loan Document will affect
the right of any party hereto to serve process in any
other manner permitted by law.

     Section 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY
HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY
TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

     Section 9.12.  Headings.  Article and Section
headings and the Table of Contents herein are for
convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or
be taken into consideration in interpreting, this
Agreement.

     Section 9.13.  Confidentiality.  Each Lender Party
agrees to maintain (in accordance with its standard
credit policy) the confidentiality of the Information
(as hereinafter defined), except that Information may
be disclosed (a) to its and its Affiliates' directors,
officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will
be informed of the confidential nature of such
Information and instructed to keep such Information
confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any
remedy hereunder or any suit, action or proceeding
relating to any Loan Document or the enforcement of any
right thereunder, (f) subject to an agreement
containing provisions substantially the same as those
of this Section, to (i) any actual or prospective
assignee of or Participant in any of its rights or
obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and
its obligations, (g) with the consent of the Borrower
or (h) to the extent such Information either (i)
becomes publicly available other than as a result of a
breach of this Section or (j) becomes available to any
Lender Party on a nonconfidential basis from a source
other than the Borrower.  For the purposes of this
Section, "Information" means all information received
from the Borrower relating to the Borrower or its
business, other than any such information that is
available to any Lender Party on a nonconfidential
basis before disclosure by the Borrower; provided that,
in the case of information received from the Borrower
after the date hereof, such information is clearly
identified at the time of delivery as confidential.

     Section 9.14.  USA PATRIOT Act Notice.  Each Lender
(whether a party hereto on the date hereof or
hereafter) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. No. 107-56 (signed
into law October 26, 2001)), it is required to obtain,
verify and record information that identifies the
Borrower, which information includes the name and
address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with
the USA PATRIOT Act and to provide notice of these
requirements, and this notice shall satisfy such notice
requirements of the USA PATRIOT Act.



IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective
authorized officers as of the day and year set forth in
the first paragraph of this Agreement.

                              UNITED STATES STEEL CORPORATION


                              By:  /s/ L. T. Brockway
                                  ---------------------------------
                                   Name: L. T. Brockway
                                  Title: Vice President & Treasurer

                              Website Address:    www.ussteel.com

                              JPMORGAN CHASE BANK, N.A. as
                                 Administrative Agent and Lender


                              By:  /s/ Bruce S. Borden
                                  ---------------------------------
                                   Name: Bruce S. Borden
                                  Title: Executive Director


                              BANK OF AMERICA, N.A.,


                              By:  /s/ John P. Wofford
                                  ---------------------------------
                                   Name: John P. Wofford
                                  Title: Vice President

                              CITIZENS BANK OF PENNSYLVANIA


                              By:  /s/ Curtis C. Hunter III
                                  ---------------------------------
                                   Name: Curtis C. Hunter III
                                  Title: Vice President


                              PNC BANK, NATIONAL ASSOCIATION


                              By:  /s/ Marc C. Van Horn
                                  ---------------------------------
                                   Name: Marc C. Van Horn
                                  Title: Vice President


                              THE BANK OF NOVA SCOTIA


                              By:  /s/ J. F. Todd
                                  ---------------------------------
                                   Name: J. F. Todd
                                  Title: Managing Director


                              MORGAN STANLEY BANK


                              By:  /s/ Dawn M. Dawson
                                  ---------------------------------
                                   Name: Dawn M. Dawson
                                  Title: Authorized Signatory


                              ABN-AMRO BANK, N.V.


                              By:  /s/ Mark Allen Smith
                                  ---------------------------------
                                   Name: Mark Allen Smith
                                  Title: Managing Director

                              By:  /s/ Ece Bennett
                                  ---------------------------------
                                   Name: Ece Bennett
                                  Title: Director


                              BARCLAYS BANK PLC


                              By:  /s/ Nicholas Bell
                                  ---------------------------------
                                   Name: Nicholas Bell
                                  Title: Director


                              LEHMAN BROTHERS COMMERCIAL BANK


                              By:  /s/ Brian McNany
                                  ---------------------------------
                                   Name: Brian McNany
                                  Title: Authorized Signatory


                              UBS LOAN FINANCE LLC


                              By:  /s/ Mary E. Evans
                                  ---------------------------------
                                   Name: Mary E. Evans
                                  Title: Associate Director

                              By:  /s/ David B. Julie
                                  ---------------------------------
                                   Name: David B. Julie
                                  Title: Associate Director


                              COMMERZBANK AG, NEW YORK and GRAND
                                 CAYMAN BRANCHES


                              By:  /s/ Robert S. Taylor
                                  ---------------------------------
                                   Name: Robert S. Taylor
                                  Title: Senior Vice President

                              By:  /s/ Barbara Peters
                                  ---------------------------------
                                   Name: Barbara Peters
                                  Title: Assistant Vice President


                              MIZUHO CORPORATE BANK, LTD.


                              By:  /s/ Makoto Murata
                                  ---------------------------------
                                   Name: Makoto Murata
                                  Title: Deputy General Manager


                              NATIONAL CITY BANK


                              By:  /s/ Thomas E. Redmond
                                  ---------------------------------
                                   Name: Thomas E. Redmond
                                  Title: Senior Vice President


                              BANK OF TOKYO-MITSUBISHI UFJ TRUST
                                 COMPANY


                              By:  /s/ Joanne Nasuti
                                  ---------------------------------
                                   Name: Joanne Nasuti
                                  Title: Vice President


                              CITIBANK, N.A.


                              By:  /s/ Raymond G. Dunning
                                  ---------------------------------
                                   Name: Raymond G. Dunning
                                  Title: Vice President


                              CREDIT SUISSE, CAYMAN ISLANDS
                                 BRANCH


                              By:  /s/ Cassandra Droogan
                                  ---------------------------------
                                   Name: Cassandra Droogan
                                  Title: Vice President

                              By:  /s/ Laurence Lapeyre
                                  ---------------------------------
                                   Name: Laurence Lapeyre
                                  Title: Associate


                              FIFTH THIRD BANK


                              By:  /s/ Jim Janovsky
                                  ---------------------------------
                                   Name: Jim Janovsky
                                  Title: Vice President


                              FORTIS CAPITAL CORP.


                              By:  /s/ Douglas Riahi
                                  ---------------------------------
                                   Name: Douglas Riahi
                                  Title: Managing Director

                              By:  /s/ John W. Deegan
                                  ---------------------------------
                                   Name: John W. Deegan
                                  Title: Senior Vice President


                              ING BANK N.V., DUBLIN BRANCH


                              By:  /s/ Emma Condon
                                  ---------------------------------
                                   Name: Emma Condon
                                  Title: Vice President

                              By:  /s/ Maurice Kenny
                                  ---------------------------------
                                   Name: Maurice Kenny
                                  Title: Director


                              MELLON BANK, N.A.


                              By:  /s/ Mary E. Pohl for R. J. Mitchell, Jr.
                                  -----------------------------------------
                                   Name: Robert J. Mitchell, Jr.
                                  Title: Vice President


                              NATIXIS


                              By:  /s/ Amaury Courtial
                                  ---------------------------------
                                   Name: Amaury Courtial
                                  Title: Director

                              By:  /s/ Vincent Lauras
                                  ---------------------------------
                                   Name: Vincent Lauras
                                  Title: Managing Director


                              SUMITOMO MITSUI BANKING CORP., NEW
                                 YORK


                              By:  /s/ David A. Buck
                                  ---------------------------------
                                   Name: David A. Buck
                                  Title: Senior Vice President


                              THE NORTHERN TRUST COMPANY


                              By:  /s/ Peter J. Hallan
                                  ---------------------------------
                                   Name: Peter J. Hallan
                                  Title: Vice President


                              US BANK, NATIONAL ASSOCIATION


                              By:  /s/ Michael P. Dickman
                                  ---------------------------------
                                   Name: Michael P. Dickman
                                  Title: Vice President


                               PRICING SCHEDULE

     "Eurodollar Margin" means, for any date, the rate set forth below in the
row opposite such term and under the column corresponding to the "Pricing Level"
at such date:

                         Level I    Level II   Level III  Level IV    Level V
Eurodollar Margin         0.35%      0.50%      0.625%     0.875%      1.25%

     For purposes of this Schedule, the following terms have the following
meanings, subject to the concluding paragraph of this Schedule with respect to
split ratings:

     "Level I Pricing" applies at any date, if at such date, the Borrower's
long-term debt is rated BBB+ by S&P or Baa1 by Moody's.

     "Level II Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated BBB by S&P or Baa2 by Moody's.

     "Level III Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated BBB- by S&P or Baa3 by Moody's.

     "Level IV Pricing" applies at any date if, at such date, the Borrower's
long-term debt is rated BB+ by S&P or Ba1 by Moody's.

     "Level V Pricing" applies at any date if, at such date, no other Pricing
Level applies.

     "Pricing Level" refers to the determination of which of Level I, Level II,
Level III, Level IV or Level V applies at any date.

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

     If the Borrower is split-rated, then for purposes of determining the
applicable Pricing Level, (a) if the ratings differential is one notch, then
both ratings will be deemed to be at the higher level of S&P and Moody's and (b)
if the ratings differential is two notches or more, then both will be deemed to
be at a level one notch higher than the lower of S&P and Moody's.