Published CUSIP Number:
[____________]  




CREDIT AGREEMENT  



Dated as of September
29, 2004  



among  



OSHKOSH TRUCK
CORPORATION,  



VARIOUS FINANCIAL
INSTITUTIONS,  



SUNTRUST BANK,  
as
Syndication Agent,  



WACHOVIA BANK, N.A.  



and  



LASALLE BANK NATIONAL
ASSOCIATION,  
as Co-Documentation Agents,  



and  



BANK OF AMERICA, N.A.,
 
as Administrative Agent, as an Issuer  
and as Swing Line Lender  



















BANC OF AMERICA
SECURITIES LLC  
Lead Arranger and Book Manager  












TABLE OF CONTENTS 





			Page
	
ARTICLE I	DEFINITIONS	  1 
	             1.01	Certain Defined Terms	  1 
	             1.02	Other Interpretive Provisions	24 
	             1.03	Accounting Principles	25 
	             1.04	Currency Equivalents Generally	25 
	ARTICLE II	THE CREDITS	25 
	             2.01	The Revolving Credit	25 
	             2.02	Loan Accounts	26 
	             2.03	Procedure for Borrowing	26 
	             2.04	Conversion and Continuation Elections	27 
	             2.05	The Swing Line Loans	29 
	             2.06	Procedure for Swing Line Loans	29 
	             2.07	The Fronted Offshore Currency Loans	32 
	             2.08	Utilization of Commitments in Offshore Currencies	34 
	             2.09	Voluntary Termination, Reduction or Increase of Revolving Commitments	36 
	             2.10	Optional Prepayments	38 
	             2.11	Mandatory Prepayments of Loans	38 
	             2.12	Repayment	38 
	             2.13	Interest	39 
	             2.14	Fees	39 
	             2.15	Computation of Fees and Interest	40 
	             2.16	Payments by the Borrowers	40 
	             2.17	Payments by the Lenders to the Agent	41 
	             2.18	Sharing of Payments, Etc	41 
	             2.19	Subsidiary Borrowers	42 
	ARTICLE III	THE LETTERS OF CREDIT	42 
	             3.01	The Letter of Credit Subfacility	42 
	             3.02	Issuance, Amendment and Renewal of Letters of Credit	44 
	             3.03	Risk Participations, Drawings and Reimbursements	46 
	             3.04	Repayment of Participations	48 
	             3.05	Role of the Issuers	48 







i 












TABLE OF CONTENTS

(continued) 



			Page
	 	 	 
	             3.06	Obligations Absolute	49 
	             3.07	Backup Support	50 
	             3.08	Letter of Credit Fees	50 
	             3.09	Applicability of ISP98 and UCP	51 
	             3.10	Utilization of Offshore Currencies	51 
	ARTICLE IV	TAXES, YIELD PROTECTION AND ILLEGALITY	51 
	             4.01	Taxes	51 
	             4.02	Illegality	52 
	             4.03	Increased Costs and Reduction of Return	53 
	             4.04	Funding Losses	54 
	             4.05	Inability to Determine Rates	55 
	             4.06	Certificates of Lenders	55 
	             4.07	Substitution of Lenders	55 
	             4.08	Notice of Defaulting Lender	55 
	             4.09	Survival	56 
	ARTICLE V	CONDITIONS PRECEDENT	56 
	             5.01	Initial Credit Extension	56 
	             5.02	Conditions to All Credit Extensions	57 
	             5.03	Initial Loans to a Subsidiary Borrower	58 
	ARTICLE VI	REPRESENTATIONS AND WARRANTIES	59 
	             6.01	Corporate Existence and Power	59 
	             6.02	Corporate Authorization; No Contravention	60 
	             6.03	Governmental Authorization	60 
	             6.04	Binding Effect	60 
	             6.05	Litigation	60 
	             6.06	No Default	60 
	             6.07	ERISA Compliance	60 
	             6.08	Use of Proceeds; Margin Regulations	61 
	             6.09	Title to Properties	61 
	             6.10	Taxes	62 
	             6.11	Financial Condition	62 







ii  












TABLE OF CONTENTS

(continued) 


			Page
	 	 	 
	             6.12	Environmental Matters	62 
	             6.13	Regulated Entities	62 
	             6.14	Capitalization; Subsidiaries	62 
	             6.15	Insurance	63 
	             6.16	Subsidiary Borrower Supplements	63 
	             6.17	Full Disclosure	63 
	ARTICLE VII	AFFIRMATIVE COVENANTS	63 
	             7.01	Financial Statements	63 
	             7.02	Certificates; Other Information	64 
	             7.03	Notices	65 
	             7.04	Preservation of Corporate Existence, Etc	65 
	             7.05	Maintenance of Property	66 
	             7.06	Insurance	66 
	             7.07	Payment of Taxes	66 
	             7.08	Compliance with Laws	66 
	             7.09	Inspection of Property and Books and Records	67 
	             7.10	Environmental Laws	67 
	             7.11	Use of Proceeds	67 
	             7.12	Additional Guaranties	67 
	             7.13	Guarantors	67 
	ARTICLE VIII	NEGATIVE COVENANTS	67 
	             8.01	Limitation on Liens	68 
	             8.02	Disposition of Assets	70 
	             8.03	Consolidations and Mergers	71 
	             8.04	Hostile Acquisitions	72 
	             8.05	Securitizations; Subsidiary Indebtedness	72 
	             8.06	Transactions with Affiliates	72 
	             8.07	Net Worth	73 
	             8.08	Leverage Ratio	73 
	             8.09	Minimum Domestic EBITDA	73 
	ARTICLE IX	EVENTS OF DEFAULT	73 







iii 














TABLE OF CONTENTS

(continued) 


			Page
	 	 	 
	             9.01	Event of Default	73 
	             9.02	Remedies	76 
	             9.03	Rights Not Exclusive	76 
	ARTICLE X	THE AGENT	76 
	           10.01	Appointment and Authority	76 
	           10.02	Rights as a Lender	77 
	           10.03	Exculpatory Provisions	77 
	           10.04	Reliance by Agent	78 
	           10.05	Delegation of Duties	78 
	           10.06	Resignation of Agent	78 
	           10.07	Non-Reliance on Agent and Other Lenders	79 
	           10.08	No Other Duties, Etc	79 
	           10.09	Agent May File Proofs of Claim	79 
	           10.10	Guaranty Matters	80 
	           10.11	Withholding Tax	80 
	ARTICLE XI	MISCELLANEOUS	82 
	           11.01	Amendments and Waivers	82 
	           11.02	Notices	83 
	           11.03	No Waiver; Cumulative Remedies	84 
	           11.04	Costs and Expenses; Indemnification	84 
	           11.05	Marshalling; Payments Set Aside	86 
	           11.06	Successors and Assigns	86 
	           11.07	Assignments, Participations, etc	86 
	           11.08	Confidentiality	88 
	           11.09	Set-off	89 
	           11.10	Automatic Debits of Fees	89 
	           11.11	Notification of Addresses, Lending Offices, Etc	90 
	           11.12	Counterparts	90 
	           11.13	Severability	90 
	           11.14	No Third Parties Benefited	90 
	           11.15	Governing Law and Jurisdiction	90 







iv 













TABLE OF CONTENTS

(continued) 


			Page
	 	 	 
	           11.16	WAIVER OF JURY TRIAL	91 
	           11.17	Judgment	91 
	           11.18	Entire Agreement	92 
	           11.19	USA PATRIOT Act Notice	92 
	ARTICLE XII	COMPANY GUARANTY	92 
	           12.01	The Guaranty	92 
	           12.02	Insolvency	92 
	           12.03	Nature of Liability	93 
	           12.04	Independent Obligation	93 
	           12.05	Authorization	93 
	           12.06	Reliance	94 
	           12.07	Subordination	94 
	           12.08	Waiver	95 
	           12.09	Nature of Liability	95 


























v 









TABLE OF CONTENTS

(continued) 




SCHEDULES 



		
	Schedule 1.01(a)	Pricing Schedule
	Schedule 1.01(b)	Existing Letters of Credit
	Schedule 2.01	Commitments and Pro Rata Shares
	Schedule 6.07	ERISA
	Schedule 6.10	Taxes
	Schedule 6.12	Environmental Matters
	Schedule 6.14	Capitalization; Subsidiaries and Minority Interests
	Schedule 6.15	Insurance Matters
	Schedule 8.01	Permitted Liens
	Schedule 8.02	Dispositions
	Schedule 8.05	Subsidiary Indebtedness
	Schedule 11.02	Administrative Agent's Office; Certain Addresses for Notices







EXHIBITS 



		
	Exhibit A	Form of Notice of Borrowing
	Exhibit B	Form of Notice of Conversion/Continuation
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Assignment and Acceptance
	Exhibit E	Form of Note
	Exhibit F	Form of Subsidiary Borrower Supplement
	Exhibit G	Form of Subsidiary Guaranty
	Exhibit H	Form of Offshore Currency Addendum
	Exhibit I	Form of Increase Request

















vi 












CREDIT AGREEMENT 



        This
CREDIT AGREEMENT is entered into as of September 29, 2004 among Oshkosh Truck Corporation,
a Wisconsin corporation (the “Company”), the financial institutions from
time to time party to this Agreement (collectively the “Lenders” and
individually each a “Lender”), and Bank of America, N.A., as
administrative agent for the Lenders. 



        WHEREAS,
the Company has requested that the Lenders make, and the Lenders have agreed to make,
certain financial accommodations to the Company and certain of its subsidiaries on the
terms and conditions set forth herein. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 



ARTICLE I  



DEFINITIONS 



        1.01
    Certain Defined Terms.  The following terms have the following meanings: 




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







	 	        “Additional
Lender” — see subsection 2.09(c)(ii).  







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







	 	        “Agent”means
Bank of America in its capacity as administrative agent for the Lenders hereunder, and
any successor administrative agent arising under Section 10.06.  







	 	        “Agent-Related
Persons” means Bank of America and any successor administrative agent arising
under Section 10.06, together with its Affiliates (including the Arranger), and
the officers, directors, employees, agents and attorneys-in-fact of the foregoing.  








1 









	 	        “Agent’s
Payment Office” means the address for payments set forth on Schedule 11.02or
such other address as the Agent may from time to time specify.  







	 	        “Aggregate
Revolving Commitment” means the aggregate amount of the Revolving Commitments of
the Lenders.  







	 	        “Agreement” means
this Credit Agreement. 







	 	        “Agreement
Currency” has the meaning specified in Section 11.17.  







	 	        “Alternate
Currency” means any Offshore Currency (and any other currency which is at the
relevant time freely traded in the offshore interbank foreign exchange markets and is
freely transferable and freely convertible into Dollars) which, as applicable, (a) the
applicable Borrower requests the applicable Fronting Lender to include as an Alternate
Currency hereunder and which is acceptable to the applicable Fronting Lender and with
respect to which an Offshore Currency Addendum has been executed by a Subsidiary Borrower
or the Company and the applicable Fronting Lender in connection therewith or (b) a
Borrower requests as the currency in which a Letter of Credit is to be denominated and
which is acceptable to the Issuer thereof.  







	 	        “Applicable
Commitment Fee Percentage” — see Schedule 1.01(a). 







	 	        “Applicable
Currency” means, as to any particular Letter of Credit or Loan, Dollars or the
Offshore Currency or Alternate Currency in which it is denominated or payable. 







        “Applicable
LC Fee Rate” — see Schedule 1.01(a). 



	 	        “Applicable
Offshore Rate Margin” — see Schedule 1.01(a). 







	 	        “Approved
Fund” means, with respect to any Lender that is a fund that invests in bank
loans, any other fund that invests in bank loans and is advised or managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.  







	 	        “Arranger”means
Banc of America Securities LLC.  







	 	        “Assignee” has
the meaning specified in subsection 11.07(a).  







	 	        “Attorney
Costs” means and includes all reasonable fees and disbursements of any law firm
or other external counsel.  







	 	        “Backup
Support” means, with respect to any Letter of Credit, to Cash Collateralize such
Letter of Credit or to deliver to the Agent a letter of credit, from a financial
institution and in a form satisfactory to the Agent and the Issuers, to support the
Company’s payment of such Letter of Credit.  







	 	        “Bank
of America” means Bank of America, N.A., a national banking association.  







2 














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







	 	        “Base
Rate” means for any day a fluctuating rate per annum equal to, in the case of
Loans in Dollars, the higher of (a) the Federal Funds Rate plus 1⁄2 of
1%; or (b) the rate of interest in effect for such day as publicly announced from time to
time by Bank of America as its “prime rate” and, in the case of Loans in any
Alternate Currency, the comparable rate for such Alternate Currency, as reasonably
determined by the Agent or the applicable Fronting Lender. Such “prime rate” is
a rate set by Bank of America based upon various factors including Bank of America’s
costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such change.  







	 	        “Base
Rate Loan” means a Loan or an L/C Advance that bears interest based on the Base
Rate and is denominated in Dollars.  







	 	        “Borrower”means
either the Company or any Subsidiary Borrower.  







	 	        “Borrowing”means
a borrowing hereunder consisting of Revolving Loans of the same Type made to the Company
on the same day by the Lenders or a borrowing consisting of Revolving Loans of the same
type made to a Subsidiary Borrower under Article II and, in the case of Offshore
Rate Loans, having the same Interest Period and denominated in the same Offshore
Currency. The making of either a Swing Line Loan or a Fronted Offshore Currency Loan
shall not constitute a Borrowing.  







	 	        “Borrowing
Date” means any date on which a Borrowing occurs under Section 2.03.  







	 	        “Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required by law to close or are in fact closed, in the
state where the Agent’s Payment Office is located and, if the applicable Business
Day relates to any Offshore Rate Loan denominated in Dollars, means such a day on which
dealings are carried on in the applicable offshore dollar interbank market and, if the
applicable Business Day relates to any Offshore Rate Loan denominated in any Offshore
Currency, a day on which commercial banks are open for foreign exchange business in
London, England, and on which dealings in the relevant Offshore Currency are carried on
in the applicable offshore foreign exchange interbank market in which disbursements of or
payments in such Offshore Currency will be made or received hereunder.  







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










3   










	 	        “Capital
Stock” means (a) in the case of a corporation, corporate stock, (b) in the case
of an association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, (c) in the case of a
partnership or limited liability company, partnership or membership interests (whether
general or limited) and (d) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.  







	 	        “Captive
Finance Subsidiary” means Oshkosh Equipment Finance, L.L.C., a wholly owned
subsidiary of Oshkosh/McNeilus Financial Services, Inc., formed to originate, sell and/or
hold leases of products manufactured or sold by the Company and its Subsidiaries to
unrelated third parties.  







	 	        “Cash
Collateralize” means to pledge and deposit with or deliver to the Agent, for the
benefit of the Agent, the Issuers and the Lenders, as additional collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form and
substance reasonably satisfactory to the Agent and the Issuers (which documents are
hereby consented to by the Lenders). Derivatives of such term shall have corresponding
meanings. The Company hereby grants the Agent, for the benefit of the Agent, the Issuers
and the Lenders, a security interest in all such cash and deposit account balances. Cash
collateral shall be maintained in blocked deposit accounts at Bank of America (which
accounts shall be interest-bearing so long as no Event of Default exists).  







	 	        “Change
of Control” means the occurrence of any of the following: (a) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the assets of
the Company and its Subsidiaries taken as a whole to any “person” (as such term
is used in Section 13(d)(3) of the Exchange Act); (b) the adoption of a plan relating to
the liquidation or dissolution of the Company; (c) the consummation of any transaction
(including any merger or consolidation) the result of which is that any “person”(as
defined above) becomes the “beneficial owner” (as such term is defined in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have
“beneficial ownership” of all securities that such person has the right to
acquire, whether such right is currently exercisable or is exercisable only upon the
occurrence of a subsequent condition), directly or indirectly of more than 30% of the
Voting Stock of the Company (measured by voting power rather than number of shares); (d)
the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company is converted into
or exchanged for cash, securities or other property, other than any such transaction
where the Voting Stock of the Company outstanding immediately prior to such transaction
is converted into or exchanged for Voting Stock of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such surviving
or transferee Person (immediately after giving effect to such issuance); or (e) during
any period of 12 consecutive calendar months (or less), commencing on the Effective Date,
the ceasing of those individuals (the “Continuing Directors”) who
(i) were directors of the Company on the first day of each such period or (ii)
subsequently became directors of the Company and whose actual election or initial
nomination for election subsequent to that date was approved by a majority of the
Continuing Directors then on the board of directors of the Company, to constitute a
majority of the board of directors of the Company.  







4 










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







	 	        “Commitment”means
a Fronted Offshore Currency Commitment, a Revolving Commitment or a Swing Line
Commitment, as the context may require.  







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







	 	        “Compliance
Certificate” means a certificate substantially in the form of Exhibit C.  







	 	        “Computation
Date” has the meaning specified in subsection 2.08(a).  







	 	        “Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a) the net income (or
net loss) for such period, plus (b) all amounts treated as expenses for
depreciation and interest and the amortization of intangibles of any kind to the extent
included in the determination of such net income (or loss), plus (c) all accrued
taxes on or measured by income to the extent included in the determination of such net
income (or net loss), plus (d) all charges (or less any credits) in such
period arising from LIFO valuation to the extent included in the determination of such
net income (or net loss), plus (or less, if negative) (e) the amount of
post-retirement health benefits accrued in such period less the amount of
post-retirement health benefits paid in such period, in an amount of up to $5,000,000 in
such period, in each case to the extent included in the determination of such net income
(or net loss) plus (f) all non-cash charges during such period, and not more than
$15,000,000 in the aggregate of cash charges during such period, in each case arising
from the write down of fixed assets, severance payments and relocation expenses taken
after the Effective Date with respect to Acquisitions permitted by Section 8.04,
in each case to the extent included in the determination of such net income (or net loss)
plus (g) all charges (or less any credits) arising from the write-off of
intangible assets (without duplication of any amounts set forth in clause  (b)) to
the extent included in the determination of such net income (or net loss); provided that
net income (or net loss) and each adjustment described in the foregoing clauses (b)through
(g) shall be computed (i) without giving effect to extraordinary losses or
extraordinary gains, (ii) without regard to the net income (or net loss) of Leasing
Subsidiaries or to the carrying value of the equity interest of the Company and its
Subsidiaries in Leasing Subsidiaries, and (iii) without giving effect to any dividends or
other distributions received by the Company and its Subsidiaries from Leasing
Subsidiaries or any equity contributions made by the Company and its Subsidiaries to
Leasing Subsidiaries; provided, further, that for purposes of computing
Consolidated EBITDA, Acquisitions permitted hereunder made by the Company or any of its
Subsidiaries during the four-quarter reference period shall be deemed to have occurred
(and any Indebtedness incurred or assumed in connection therewith shall be deemed to have
been incurred or assumed) on the first day of the four-quarter reference period and
Consolidated EBITDA for such reference period shall be calculated to include pro forma
adjustments with respect to income and expense associated with the acquired assets or
entity (all consistent with clauses (b) through (g) above).  








5 









	 	        “Contingent
Obligation” means, as to any Person and without duplication, any direct or
indirect liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the “primary obligations”) of another Person (the “primary
obligor”), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to advance
or provide funds for the payment or discharge of any such primary obligation, or to
maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency or any balance sheet item, level of income or
financial condition of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation against
loss in respect thereof (each, a “Guaranty Obligation”); (b) with
respect to any Surety Instrument issued for the account of that Person or as to which
that Person is otherwise liable for reimbursement of drawings or payments; (c) to
purchase any materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation requires
that payment for such materials, supplies or other property, or for such services, shall
be made regardless of whether delivery of such materials, supplies or other property is
ever made or tendered, or such services are ever performed or tendered; or (d) in respect
of any Swap Contract (other than in respect of ordinary course foreign currency hedging
arrangements). The amount of any Contingent Obligation shall (w) in the case of Guaranty
Obligations, be deemed equal to the lesser of (i) the stated or determinable amount of
the primary obligation in respect of which such Guaranty Obligation is made or, if not
stated or if indeterminable, the maximum reasonably anticipated liability in respect
thereof, and (ii) the stated amount of the guaranty, (x) in the case of Contingent
Obligations in respect of Swap Contracts, be deemed equal to the aggregate Swap
Termination Value of such Swap Contracts, (y) in the case of Contingent Obligations in
respect of Surety Instruments other than Non-Surety L/C’s, be deemed equal to the
probable amount of the expected liability thereunder, and (z) in the case of Contingent
Obligations in respect of Non-Surety L/C’s, be deemed equal to (i) the face amount
of outstanding Non-Surety L/C’s which are not Letters of Credit and (ii) the
outstanding amount of L/C Obligations in respect of Non-Surety L/C’s which are
Letters of Credit pursuant to Article III.  







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








6 









	 	        “Conversion/Continuation
Date” means any date on which, under Section 2.04, the Company (a)
converts Revolving Loans of one Type to the other Type or (b) continues Offshore Rate
Loans for a new Interest Period.  







	 	        “Credit
Extension” means and includes (a) the making of any Loan hereunder and (b) the
Issuance of any Letter of Credit hereunder.  







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







	 	        “Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the Loans,
participations in L/C Obligations or participations in Swing Line Loans required to be
funded by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.  







	 	        “Disposition”has
the meaning specified in Section 8.02.  







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







	 	        “Dollar
Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the
amount thereof at such time, and (b) as to any amount denominated in an Offshore
Currency, the equivalent amount in Dollars as determined by the Agent or the applicable
Issuer at such time on the basis of the Spot Rate for the purchase of Dollars with such
Offshore Currency on the most recent Computation Date.  







	 	        “Domestic
EBITDA” means, for any period, for the Company and its Domestic Subsidiaries on
a consolidated basis, determined in accordance with GAAP, the sum of (a) the net income
(or net loss) for such period, plus (b) all amounts treated as expenses for depreciation
and interest and the amortization of intangibles of any kind to the extent included in
the determination of such net income (or loss), plus (c) all accrued taxes on or measured
by income to the extent included in the determination of such net income (or net loss),
plus (d) all charges (or less any credits) in such period arising from LIFO valuation to
the extent included in the determination of such net income (or net loss), plus (or less,
if negative) (e) the amount of post-retirement health benefits accrued in such period
less the amount of post-retirement health benefits paid in such period, in an amount of
up to $5,000,000 in such period, in each case to the extent included in the determination
of such net income (or net loss) plus (f) all non-cash charges during such period, and
not more than $15,000,000 in the aggregate of cash charges during such period, in each
case arising from the write down of fixed assets, severance payments and relocation
expenses taken after the Effective Date with respect to Acquisitions permitted by Section
8.04, in each case to the extent included in the determination of such net income (or net
loss) plus (g) all charges (or less any credits) arising from the write-off of intangible
assets (without duplication of any amounts set forth in clause  (b)) to the extent
included in the determination of such net income (or net loss); provided that net income
(or net loss) and each adjustment described in the foregoing clauses (b) through
(g) shall be computed (i) without giving effect to extraordinary losses or
extraordinary gains, (ii) without regard to the net income (or net loss) of Leasing
Subsidiaries or to the carrying value of the equity interest of the Company and its
Domestic Subsidiaries in Leasing Subsidiaries, and (iii) without giving effect to any
dividends or other distributions received by the Company and its Domestic Subsidiaries
from Leasing Subsidiaries or any equity contributions made by the Company and its
Domestic Subsidiaries to Leasing Subsidiaries; provided, further, that for
purposes of computing Domestic EBITDA, Acquisitions permitted hereunder made by the
Company or any of its Subsidiaries during the four-quarter reference period shall be
deemed to have occurred (and any Indebtedness incurred or assumed in connection therewith
shall be deemed to have been incurred or assumed) on the first day of the four-quarter
reference period and Domestic EBITDA for such reference period shall be calculated to
include pro forma adjustments with respect to income and expense associated with the
acquired assets or entity (all consistent with clauses  (b) through (g) above).  







7 










	 	        “Domestic
Subsidiary” means a Subsidiary organized under the laws of the United States or
any political subdivision or any agency, department or instrumentality thereof.  







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







	 	        “Eligible
Assignee” means (a) a commercial bank organized under the laws of the United
States, or any state thereof, and having a combined capital and surplus of at least
$100,000,000; (b) a commercial bank organized under the laws of any other country which
is a member of the Organization for Economic Cooperation and Development, or a political
subdivision of any such country, and having a combined capital and surplus of at least
$100,000,000, provided that such bank is acting through a branch or agency located
in the United States; (c) a Person that is primarily engaged in the business of
commercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a
Person of which a Lender is a Subsidiary, or (iii) a Person of which a Lender is a
Subsidiary; (d) an Approved Fund; and (e) any other entity approved by the Company (which
approval shall not be required during the existence of an Event of Default) and the
Agent, such approvals in each case not to be unreasonably withheld or delayed.  







	 	        “Environmental
Claims” means all claims, however asserted, by any Governmental Authority or
other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment or threat to public
health, personal injury (including sickness, disease or death), property damage, natural
resources damage, or otherwise alleging liability or responsibility for damages (punitive
or otherwise), investigation, cleanup, removal, remedial or response costs, restitution,
civil or criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon the presence, placements, discharge, emission or release (including
intentional and unintentional, negligent and non-negligent, sudden or non-sudden,
accidental or non-accidental, placements, spills, leaks, discharges, emissions or
releases) of any Hazardous Material at, in, or from any property, whether or not owned by
the Company or any Subsidiary or taken as collateral, or in connection with any
operations of the Company.  







8 










	 	        “Environmental
Laws” means all federal, state, local or foreign (but only in those foreign
jurisdictions where the Company and/or any Subsidiary has material operations) laws,
statutes, common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and permits
of, and agreements with, any Governmental Authorities, in each case relating to
environmental, health, safety and land use matters, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Clean Air Act, the
Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal
Resource Conservation and Recovery Act, the Toxic Substances Control Act and the
Emergency Planning and Community Right-to-Know Act.  







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







	 	        “ERISA
Affiliate” means any trade or business (whether or not incorporated) under
common control with the Company within the meaning of Section 414(b) or (c) of the
Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).  







	 	        “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan, (b) a
withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a
withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by
the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization the liability with respect to which has not been
satisfied, (d) the filing of a notice of intent to terminate a Plan that has any Unfunded
Pension Liability, (e) the treatment of a Plan amendment that has any Unfunded Pension
Liability as a termination under Section 4041 or 4041A of ERISA, (f) the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (g) an
event or condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan, or (h) the imposition of any liability under Title IV
of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Company or any ERISA Affiliate.  







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







	 	        “Event
of Default” means any of the events or circumstances specified in Section 9.01.  







9 










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







	 	        “Existing
Credit Agreement” means the Second Amended and Restated Credit Agreement dated
as of July 23, 2001 among the Company, various financial institutions and Bank of
America, as agent.  







	 	        “Federal
Funds Rate” means, for any day, the rate per annum 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 (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on
such transactions as determined by the Agent.  







        “Fee
Letter” has the meaning specified in subsection 2.14(a). 



	 	        “Floor
Plan Financing Facility” means any facility entered or to be entered into by the
Company or any Subsidiary pursuant to which such person may (a) incur Indebtedness to
purchase vehicles and/or related equipment from certain vendors for the prompt resale to
customers in the ordinary course of business and (b) grant a security interest in such
vehicles and/or related equipment to secure such borrowings.  







	 	        “Foreign
Subsidiary” means a Subsidiary which is not a Domestic Subsidiary.  







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







	 	        “Fronted
Offshore Currency Commitment” means, for any Fronting Lender for each Alternate
Currency, the obligation of such Fronting Lender to make Fronted Offshore Currency Loans
in such Alternate Currency not exceeding the Dollar Equivalent set forth in the
applicable Offshore Currency Addendum, as such amount may be modified from time to time
pursuant to the terms of this Agreement and the applicable Offshore Currency Addendum.  







	 	        “Fronted
Offshore Currency Loan” means a loan made by a Fronting Lender to a Borrower
pursuant to Section 2.07 and an Offshore Currency Addendum.  







	 	        “Fronted
Offshore Currency Note” means a promissory note in such form as may be required
by the applicable Offshore Currency Addendum.  







	 	        “Fronted
Offshore Currency Rate” means, for any day for any Fronted Offshore Currency
Loan, the per annum rate of interest determined under or as set forth in the applicable
Offshore Currency Addendum.  







10 










	 	        “Fronting
Lender” means any Lender with a Fronted Offshore Currency Commitment (or any
Affiliate, branch or agency thereof) to the extent it is party to an Offshore Currency
Addendum as the “Fronting Lender” thereunder. If any agency, branch or
Affiliate of such Lender shall be a party to an Offshore Currency Addendum, such agency,
branch or Affiliate shall, to the extent of any commitment extended and any Loans made by
it, have all the rights of such Lender hereunder; provided that such Lender shall,
to the exclusion of such agency, branch or Affiliate, continue to have all the voting
rights vested in it by the terms hereof.  







	 	        “Further
Taxes” means any and all present or future taxes, levies, assessments, imposts,
duties, deductions, fees, withholdings or similar charges (including, net income taxes
and franchise taxes), and all liabilities with respect thereto, imposed by any
jurisdiction on account of amounts payable or paid pursuant to Section 4.01.  







	 	        “GAAP”means
generally accepted accounting principles set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the circumstances as of
the date of determination; provided that, with respect to the financial statements
of Foreign Subsidiaries “GAAP” shall mean the generally accepted accounting
principles in the relevant foreign jurisdiction which are set forth from time to time in
the opinions and pronouncements of the applicable accounting standards board (or similar
agency) of such foreign jurisdiction, which are applicable to the circumstances as of the
date of determination.  







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







	 	        “Guaranteed
Creditors” means and includes the Agent, the Lenders and each Person (other than
the Company or any of its Subsidiaries) which is a party to a Rate Swap Document if such
Person is or at the time of entry into such Rate Swap Document was a Lender or an
Affiliate of a Lender.  







	 	        “Guaranteed
Obligations” means (a) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of the principal and interest (whether
such interest is allowed as a claim in a bankruptcy proceeding with respect to any
Subsidiary Borrower or otherwise) of each Loan made under this Agreement to any
Subsidiary Borrower, together with all other Obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities (including indemnities, fees and interest thereon) of any Subsidiary
Borrower to the Agent or any Lender now existing or hereafter incurred under, arising out
of or in connection with this Agreement or any other Loan Documents and the due
performance and compliance with all terms, conditions and agreements contained in the
Loan Documents by any Subsidiary Borrower and (b) the full and prompt payment when due
(whether by acceleration or otherwise) of all Obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code or similar
proceeding under applicable law, would become due) of the Company or any Subsidiary owing
under any Rate Swap Document entered into by the Company or any Subsidiary with any
Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a Lender
under this Agreement for any reason) so long as such Lender or Affiliate participates in
such Rate Swap Document and their subsequent assigns, if any, whether now in existence or
hereafter arising, and the due performance and compliance with all terms, conditions and
agreements contained therein.  








11 









	 	        “Guarantor”means,
at any time, any Domestic Subsidiary that is a party to the Subsidiary Guaranty at such
time.  







	 	        “Guaranty
Obligation” has the meaning specified in the definition of “Contingent
Obligation.” 







	 	        “Hazardous
Materials” means all those substances that are regulated by, or which may form
the basis of liability or a standard of conduct under, any Environmental Law, including
any substance identified under any Environmental Law as a pollutant, contaminant,
hazardous waste, hazardous constituent, special waste, hazardous substance, hazardous
material, or toxic substance, or petroleum or petroleum-derived substance or waste.  







	 	        “Honor
Date” has the meaning specified in subsection 3.03(b).  







	 	        “Indebtedness”of
any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all
obligations issued, undertaken or assumed as the deferred purchase price of property or
services (other than (i) trade and similar accounts payable and accrued expenses, in each
case arising in the ordinary course of business, and (ii) accrued pension costs and other
employee benefit and compensation obligations arising in the ordinary course of
business); (c) all Contingent Obligations with respect to Surety Instruments (other than
trade letters of credit); (d) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in connection with
the acquisition of property, assets or businesses; (e) all indebtedness created or
arising under any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to property acquired by the Person (even though
the rights and remedies of the seller or bank under such agreement in the event of
default are limited to repossession or sale of such property); (f) all obligations with
respect to capital leases; (g) all indebtedness referred to in clauses (a) through
(f) above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property (including
accounts and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness; and (h) all Guaranty
Obligations in respect of indebtedness or obligations of others of the kinds referred to
in clauses (a)through (g) above; provided that “Indebtedness” shall
not include (1) up to $1,000,000 of Indebtedness of Leasing Subsidiaries, (2)
Indebtedness owing to the Company by any Subsidiary or Indebtedness owing to any
Subsidiary by the Company or another Subsidiary, (3) any customary earnout or holdback in
connection with Acquisitions permitted by Section 8.04, (4) any indebtedness
incurred by the Company or any Subsidiary pursuant to any Floor Plan Financing Facility
to the extent that it shall be non-interest bearing, (5) any obligations of the Company
or its Subsidiaries in respect of customer advances received and held in the ordinary
course of business or (6) performance bonds or performance guaranties (or bank guaranties
or letters of credit in lieu thereof) entered into in the ordinary course of business. If
any of the foregoing Indebtedness is limited to recourse against a particular asset or
assets of such Person, the amount of the corresponding Indebtedness shall be equal to the
lesser of the amount of such Indebtedness and the fair market value of such asset or
assets at the date for determination of the amount of such Indebtedness. For all purposes
of this Agreement, (A) the Indebtedness of any Person shall include all recourse
Indebtedness of any partnership or joint venture or limited liability company in which
such Person is a general partner or a joint venturer or a member and as to which such
Person is or may become directly liable and (B) the amount of Indebtedness of the Company
and its Subsidiaries hereunder shall be calculated without duplication of Guaranty
Obligations of the Company or any Subsidiary in respect thereof.  








12 









	 	        “Indemnitee” has
the meaning specified in subsection 11.04(b).  







	 	        “Independent
Auditor” has the meaning specified in subsection 7.01(a).  







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







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







	 	        “Interest
Period” means, as to any Fronted Offshore Currency Loan, the Interest Period as
set forth in, or determined in accordance with, the applicable Offshore Currency Addendum
and, as to any other Offshore Rate Loan, the period commencing on the Borrowing Date of
such Loan or on the Conversion/Continuation Date on which the Loan is converted into or
continued as an Offshore Rate Loan, and ending on the date one, two, three or six months
thereafter as selected by a Borrower in its Notice of Borrowing or Notice of
Conversion/Continuation, or such other period as required by the Company and agreed to by
all Lenders;  







	 	
provided that:  







13 









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







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







	 	        (c)                   no
Interest Period for any Loan shall extend beyond the scheduled Maturity Date.  







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







	 	        “Issuance
Date” has the meaning specified in subsection 3.01(a).  







	 	        “Issue”means,
with respect to any Letter of Credit, to issue or to extend the expiry of, or to renew or
increase the amount of, such Letter of Credit; and the terms “Issued,” “Issuing” and
“Issuance” have corresponding meanings.  







	 	        “Issuer”means,
in respect of each Letter of Credit, Bank of America or any other Revolving Lender
selected by the Company and approved by the Agent (such approval not to be unreasonably
withheld or delayed) that has agreed to act as issuer of such Letter of Credit hereunder.  







	 	        “Judgment
Currency” has the meaning specified in Section 11.17.  







	 	        “L/C
Advance” means each Revolving Lender’s participation in any L/C Borrowing
in accordance with its Pro Rata Share.  







	 	        “L/C
Amendment Application” means an application form for amendment of outstanding
standby or commercial documentary letters of credit as shall at any time be in use at the
applicable Issuer, with such modifications as the Company and such Issuer may reasonably
approve.  







	 	        “L/C
Application” means an application form for issuances of standby or commercial
documentary letters of credit as shall at any time be in use at the applicable Issuer,
with such modifications as the Company and such Issuer may reasonably approve.  







14 










	 	        “L/C
Borrowing” means an extension of credit resulting from a drawing under any
Letter of Credit which shall not have been reimbursed on the date when made or converted
into a Borrowing of Revolving Loans under subsection 3.03(a).  







	 	        “L/C
Commitment” means the commitment of the Issuers to Issue, and the commitment of
the Revolving Lenders severally to participate in, Letters of Credit from time to time
Issued or outstanding under Article III, in an aggregate amount not to exceed on
any date the Aggregate Revolving Commitment. The L/C Commitment is a part of the
Aggregate Revolving Commitment, rather than a separate, independent commitment.  







	 	        “L/C
Obligations” means at any time the sum of (a) the Stated Amount of all
outstanding Letters of Credit plus (b) the Dollar Equivalent amount of all
unreimbursed drawings under all Letters of Credit, including all outstanding L/C
Borrowings. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn.  







	 	        “L/C-Related
Documents” means the Letters of Credit, the L/C Applications, the L/C Amendment
Applications and any other document relating to any Letter of Credit, including any
standard form document used by any Issuer for letter of credit issuances.  







	 	        “Lease
Assets” means, with respect to any lease, all of the following property and
interests in property whether now existing or existing in the future or hereafter
acquired or arising: (a) all vehicles or equipment manufactured, refurbished or sold by
the Company or any of its Subsidiaries (and truck chassis, cement block boom trucks and
similar vehicles manufactured or refurbished by third parties) and acquired by a Leasing
Subsidiary in connection with such assets being leased to a third party; (b) all leases
and other contracts or agreements relating to the lease financing by a customer of
vehicles or equipment manufactured, refurbished or sold by the Company or any of its
Subsidiaries; (c) all accounts receivable and other obligations incurred by lessees in
connection with the foregoing, no matter how evidenced; (d) all rights to any vehicles or
equipment subject to any of the foregoing after or in connection with creation of the
foregoing, including returned or repossessed goods; (e) all reserves and credit balances
with respect to any such lease contracts or agreements or lessees; (f) all letters of
credit, security or guarantees for any of the foregoing; (g) all insurance policies or
reports relating to any of the foregoing; and (h) all books and records relating to any
of the foregoing.  







	 	        “Leasing
Subsidiary” means Oshkosh/McNeilus Financial Services, Inc., Oshkosh McNeilus
Financial Services Partnership, Oshkosh Equipment Finance, L.L.C. and any other
Subsidiary that is designated by the Board of Directors of the Company as a Leasing
Subsidiary and that is exclusively engaged in Leasing Transactions and activities related
thereto. If at any time any Leasing Subsidiary should engage in a material transaction or
activity other than those described above, it shall thereafter cease to be a Leasing
Subsidiary hereunder.  








15 









	 	        “Leasing
Transaction” means (a) the formation of Leasing Subsidiaries (whether in one or
a series of related transactions), (b) the sale, lease or other disposition to a third
party of Lease Assets or an interest therein, (c) the borrowing of money secured by Lease
Assets or (d) the sale or other disposition of Lease Assets or an interest therein to a
Leasing Subsidiary followed by a financing transaction in connection with such sale or
disposition of such Lease Assets (whether such financing transaction is effected by such
Leasing Subsidiary or by a third party to whom such Leasing Subsidiary sells such Lease
Assets or interest therein).  







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







	 	        “Lending
Office” means, as to any Lender, the office or offices of such Lender specified
as its “Lending Office” or “Domestic Lending Office” or “Offshore
Lending Office”, as the case may be, on Schedule 11.02, or such other office
or offices as such Lender may from time to time notify the Company and the Agent.  







	 	        “Letter
of Credit” means any letter of credit Issued by an Issuer pursuant to Article
III, including the existing letters of credit set forth on Schedule 1.01(b).  







	 	        “Leverage
Ratio” means, as of any date of determination, the ratio of (a) all Indebtedness
of the Company and its Subsidiaries (other than Leasing Subsidiaries) determined on a
consolidated basis as of such date to (b) Consolidated EBITDA for the period of four
fiscal quarters ending on such date.  







	 	        “Lien”means
any security interest, mortgage, deed of trust, pledge, hypothecation, assignment for
security, charge or deposit arrangement, encumbrance, lien (statutory or other) or
similar interest of any kind or nature whatsoever in respect of any property (including
those created by, arising under or evidenced by any conditional sale or other title
retention agreement, the interest of a lessor under a capital lease, any financing lease
having substantially the same economic effect as any of the foregoing and any contingent
or other agreement to provide any of the foregoing, but not including the interest of a
lessor under an operating lease.  







	 	        “Loan”means
an extension of credit by a Lender to a Borrower under Article II or Article III in
the form of a Revolving Loan, a Swing Line Loan, a Fronted Offshore Currency Loan or an
L/C Advance.  







	 	        “Loan
Documents” means this Agreement, the Notes, the Fee Letter, the L/C-Related
Documents, the Subsidiary Guaranty, the Rate Swap Documents and all other documents
delivered to the Agent or any Lender in connection herewith.  







	 	        “Loan
Party” means the Company, any Subsidiary Borrower or any Guarantor.  







	 	        “local
time” means (a) with respect to any Loan, the time of the office of the Agent or
the applicable Fronting Lender to which payment of such Loan is to be made, and (b) with
respect to any Letter of Credit, the time of the issuing office of the Issuer of such
Letter of Credit.  








16 









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







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







	 	        “Material
Domestic Subsidiary” means, at any time, each Domestic Subsidiary other than (a)
any Domestic Subsidiary with total (gross) revenues for the preceding four fiscal quarter
period less than 10% of the total (gross) revenues of the Company and its Domestic
Subsidiaries (excluding Leasing Subsidiaries) for such period based upon the Company’s
most recent annual or quarterly financial statements delivered to the Agent pursuant to
Section 7.01, (b) any Leasing Subsidiary, (c) any Securitization Subsidiary and
(d) any captive insurance company Subsidiary.  







	 	        “Material
Subsidiary” means, at any time, any Subsidiary having at such time total (gross)
revenues for the preceding four fiscal quarter period in excess of 10% of the total
(gross) revenues of the Company and its Subsidiaries for such period based upon the
Company’s most recent annual or quarterly financial statements delivered to the
Agent pursuant to Section 7.01.  







	 	        “Maturity
Date” means the earlier to occur of (a) September 29, 2009 and (b) the date on
which the Obligations become due and payable pursuant to Section 9.02.  







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







	 	        “Net
Worth” means the shareholders’ equity of the Company as determined in
accordance with GAAP, but excluding any portion thereof in excess of $25,000,000
attributable to the equity interest of the Company and its Subsidiaries in Leasing
Subsidiaries.  







	 	        “Non-Material
Foreign Subsidiary” means a Foreign Subsidiary which is not a Material
Subsidiary.  







	 	        “Non-Surety
L/C’s” means letters of credit which are not Surety L/C’s.  







	 	        “Note”has
the meaning specified in subsection 2.02(b).  







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








17 









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







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







	 	        “Offshore
Currency” means at any time, Euro, Japanese Yen, Pounds Sterling, Australian
Dollars, Canadian Dollars or Swedish Kronor and, from and after the time of such
approval, any other currency requested by the Company and approved by each Lender in
accordance with subsection 2.08(e).  







	 	        “Offshore
Currency Addendum” means an addendum substantially in the form of Exhibit H with
such modifications thereto as shall be approved by the applicable Fronting Lender, the
Company and the Agent.  







	 	        “Offshore
Currency Loan” means any Offshore Rate Loan denominated in an Offshore Currency.  







	 	        “Offshore
Rate” means, for any Interest Period, with respect to Offshore Rate Loans
comprising part of the same Borrowing or any Fronted Offshore Currency Loan, as
applicable, the rate of interest per annum (rounded upward to the next 1/100th of 1%)
determined by the Agent as follows:  






	Offshore Rate =	                 Offshore Base Rate

		1.00 - Eurocurrency Reserve Percentage







	 	
Where, 






	 	        “Eurocurrency
Reserve Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time
by the FRB for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency funding
(currently referred to as “Eurocurrency liabilities”); and  







	 	        “Offshore
Base Rate” means, for any Interest Period with respect to an Offshore Rate Loan,
the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or other commercially available source providing quotations of
BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period, for
deposits in the relevant currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the “Offshore Base Rate” for such Interest Period
shall be the rate per annum determined by the Agent to be the rate at which deposits in
the relevant currency for delivery on the first day of such Interest Period in same day
funds in the approximate amount of the Offshore Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period would be
offered by Bank of America’s London Branch (or other Bank of America branch or
Affiliate) to major banks in the London or other offshore interbank market for such
currency at their request at approximately 11:00 a.m. (London time) two Business Days
prior to the commencement of such Interest Period.  








18 









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







	 	        “Offshore
Rate Loan” means a Loan that bears interest based on the Offshore Rate, which
may be denominated in Dollars or any Offshore Currency.  







	 	        “Organization
Documents” means, for any corporation or other organization, as applicable, the
certificate or articles of incorporation or formation, the bylaws, limited partnership
agreement, limited liability company agreement, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation and any
shareholder rights agreement or other similar agreement.  







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







	 	        “Participant”has
the meaning specified in subsection 11.07(e).  







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







	 	        “Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to
Title IV of ERISA which the Company or any ERISA Affiliate sponsors, maintains, or to
which it makes, is making, or is obligated to make contributions, or otherwise has any
liability, or in the case of a multiple employer plan (as described in Section 4064(a) of
ERISA) has made contributions at any time during the immediately preceding five plan
years.  







	 	        “Permitted
Acquired Debt” means Indebtedness of the Company or any Subsidiary assumed in
connection with, or owing by an acquired entity at the time of, an Acquisition so long as
(a) such Acquisition is permitted hereunder and (b) such Indebtedness (i) remains
outstanding no more than 180 days after the consummation of such Acquisition or
(ii)(x)(A) is not subject to prepayment or (B) is subject to prepayment with penalty and
(y) does not at any time exceed an amount equal to 5% of the consolidated tangible assets
of the Company and its Subsidiaries.  








19 









	 	        “Permitted
Liens” has the meaning specified in Section 8.01.  







	 	        “Permitted
Securitization” means any program providing for (a) the sale, contribution
and/or transfer, in one or more related and substantially concurrent transactions, of
accounts receivable, general intangibles, chattel paper or other financial assets
(including rights in respect of capitalized leases) and related rights by the Company and
its Subsidiaries to a Securitization Subsidiary in transactions ultimately accounted for
as sales in accordance with Financial Accounting Standards Board Statement No. 140 and
(b) the provision of financing secured by the assets so sold.  







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







	 	        “Plan”means
an employee benefit plan (as defined in Section 3(3) of ERISA) which the Company or any
ERISA Affiliate sponsors or maintains or to which the Company or any ERISA Affiliate
makes, is making, or is obligated to make contributions or otherwise has any liability
and includes any Pension Plan.  







	 	        “Pro
Rata Share” means, as to any Lender, (a) at any time at which the Revolving
Commitments remain outstanding, the percentage equivalent (expressed as a decimal rounded
to the ninth decimal place) at such time of such Lender’s Revolving Commitment
divided by the Aggregate Revolving Commitment, and (b) after the termination of the
Revolving Commitments, the percentage equivalent (expressed as a decimal, rounded to the
ninth decimal place) at such time of the principal amount of such Lender’s
outstanding Revolving Loans divided by the aggregate principal amount of the outstanding
Revolving Loans of all the Lenders.  







	 	        “Rate
Swap Documents” means, collectively, all Swap Contracts entered into between the
Company and any Lender (or any Affiliate thereof) in respect of any portion of the
Obligations.  







	 	        “Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such Person and of
such Person’s Affiliates.  







	 	        “Remarketing
Agreements” means agreements guaranteeing the residual or future resale value of
products sold or leased by the Company or any Subsidiary.  







	 	        “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice requirement
under ERISA has been waived in regulations issued by the PBGC.  








20 









	 	        “Required
Lenders” means at any time Lenders then holding more than 50% of the Aggregate
Revolving Commitment (or following the Revolving Termination Date, the aggregate
principal amount outstanding of Loans, plus the outstanding amount of L/C
Obligations).  







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







	 	        “Responsible
Officer” means the chief executive officer, the president, the chief financial
officer, the treasurer or the controller of the Company, or any other officer having
substantially the same authority and responsibility, and, for purposes of Sections 7.03,
9.01(b), 9.01(c) and 9.01(i), shall also include the general counsel
of the Company.  







	 	        “Revolving
Commitment” means, for any Revolving Lender, the amount set forth on Schedule
2.01, as such amount may be reduced or increased pursuant to Section 2.09 or
as a result of one or more assignments pursuant to Section 11.07.  







	 	        “Revolving
Lender” means any Lender having a Revolving Commitment.  







	 	        “Revolving
Loan”has the meaning specified in Section 2.01.  







	 	        “Revolving
Termination Date” means the earlier to occur of:  







	 	        (a)    
September 29, 2009; and 







	 	        (b)                   the
date on which the Revolving Commitments terminate (or are reduced to zero)
               in accordance with the provisions of this Agreement.  







	 	        “Same
Day Funds” means (a) with respect to disbursements and payments in Dollars,
immediately available funds, and (b) with respect to disbursements and payments in an
Offshore Currency, same day or other funds as may be determined by the Agent to be
customary in the place of disbursement or payment for the settlement of international
banking transactions in the relevant Offshore Currency.  







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







	 	        “Securitization
Subsidiary” means (a) a special purpose, bankruptcy remote, directly
Wholly-Owned Subsidiary of the Company or (b) a special purpose, bankruptcy remote,
Wholly-Owned Subsidiary of any Subsidiary described in clause (a) which in each
case is formed for the sole and exclusive purpose of engaging in activities in connection
with the purchase, contribution, transfer, sale and financing of assets and related
rights in connection with and pursuant to a Permitted Securitization.  







	 	        “Spot
Rate” for a currency means the rate determined by the Agent or the applicable
Issuer to be the rate quoted by Bank of America as the spot rate for the purchase by such
Person of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m., local time, on the date two Business Days
prior to the date as of which the foreign exchange computation is made; providedthat
the Agent or the applicable Issuer may obtain such spot rate from another financial
institution designated by the Agent or such Issuer if Bank of America does not have as of
the date of determination a spot buying rate for any such currency.  








21 









	 	        “Stated
Amount” means, with respect to any Letter of Credit, the maximum Dollar
Equivalent amount available to be drawn under such Letter of Credit during the remaining
term thereof under any and all circumstances.  







	 	        “Subsidiary”of
a Person means any corporation, association, partnership, limited liability company,
joint venture or other business entity of which more than 50% of the voting stock,
membership interests or other equity interests is owned or controlled directly or
indirectly by such Person, or one or more of the Subsidiaries of such Person, or a
combination thereof; provided that for the purposes of Articles VII and VIII hereof
(and any definitions incorporated therein) and of calculating the Leverage Ratio and Net
Worth, “Subsidiary” shall exclude all Leasing Subsidiaries. Unless the context
otherwise clearly requires, references herein to a “Subsidiary” refer to a
Subsidiary of the Company.  







	 	        “Subsidiary
Borrower” means any Foreign Subsidiary or Material Domestic Subsidiary that is
designated as a Subsidiary Borrower by the Company pursuant to Section 2.19 with
the consent of the Agent, which Subsidiary shall have delivered a Subsidiary Borrower
Supplement in accordance with Section 2.19.  







	 	        “Subsidiary
Borrower Supplement” means a Subsidiary Borrower Supplement in the form of Exhibit
F.  







	 	        “Subsidiary
Guaranty” means the Subsidiary Guaranty substantially in the form of Exhibit G.  







	 	        “Supported
Letter of Credit” means a Letter of Credit for which the Company has provided
Backup Support in an amount equal to the sum of (a) the Stated Amount of such Letter of
Credit and (b) all fees that will be payable with respect to such Letter of Credit
assuming such Letter of Credit is drawn in full on the scheduled expiration date
therefor. If a Letter of Credit is denominated in a currency other than Dollars, then the
amount specified in clause (a) shall be in the currency in which such Letter of
Credit is denominated or other arrangements shall be made so that the Agent and the
Issuers are satisfied, in their sole discretion, that the amount of Backup Support for
such Letter of Credit is sufficient to account for currency fluctuations during the
remaining term of such Letter of Credit.  







	 	        “Surety
Bonds” means all bonds issued for the account of the Company or any Subsidiary
to assure the performance thereby (or to the extent issued in the ordinary course of
business, any other Person) under any contract entered into in the ordinary course of
business.  








22 









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







	 	        “Surety
L/C’s” means letters of credit which are issued for the account of the
Company or any Subsidiary to provide credit support, in the ordinary course of business,
for (a) a contract bid by such Person, (b) the performance by such Person under any
contract, (c) any warranty extended by such Person, (d) the repayment of advance payments
made to such Person and (e) self-insurance or fully-fronted insurance with respect to the
Company or any Subsidiary.  







	 	        “Swap
Contract” means any agreement, whether or not in writing, relating to any
transaction that is a rate swap, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap or option, bond, note or bill option,
interest rate option, forward foreign exchange transaction, cap, collar or floor
transaction, currency swap, cross-currency rate swap, swaption, currency option or any
other, similar transaction (including any option to enter into any of the foregoing) or
any combination of the foregoing, and, unless the context otherwise clearly requires, any
master agreement relating to or governing any or all of the foregoing.  







	 	        “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the
amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as
determined by the Company based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include
any Lender).  







	 	        “Swing
Line Commitment” means at any time, the obligation of the Swing Line Lender to
make Swing Line Loans pursuant to Section 2.05.  







	 	        “Swing
Line Lender” means Bank of America, in its capacity as provider of the Swing
Line Loans.  







	 	        “Swing
Line Loan” means a Loan denominated in Dollars made by the Swing Line Lender.  







	 	        “Swing
Line Rate” means, at any time, for any Swing Line Loan (a) prior to a request by
the Swing Line Lender for participation in such Swing Line Loan by the Revolving Lenders
pursuant to Section 2.06(b), the rate agreed to by the Company and the Swing Line
Lender with respect to such Swing Line Loan and (b) thereafter, the Base Rate.  







	 	        “Taxes”means
any and all present or future taxes, levies, assessments, imposts, duties, deductions,
fees, withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Agent, respectively, taxes (including
income taxes and franchise taxes) imposed on or measured by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such Lender
or the Agent, as the case may be, is organized or maintains a lending office.  








23 









	 	        “Threshold
Amount” means, at any time, 7.5% of Net Worth at such time.  







	 	        “Total
Usage” means, at any time, the sum at such time of (a) the Dollar Equivalent
principal amount of all outstanding Revolving Loans and Swing Line Loans plus (b)
the amount of all L/C Obligations plus (c) the aggregate amount of all Fronted
Offshore Currency Commitments. 







	 	        “Type”of
Loan means the status of such Loan as a Base Rate Loan or an Offshore Rate Loan.  







	 	        “UCC”means
the Uniform Commercial Code as in effect in the State of Illinois.  







	 	        “Unfunded
Pension Liability” means, with respect to any Plan, the excess of such Plan’s
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of such
Plan’s assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan year.  







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







	 	        “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that
is entitled to vote in the election of the board of directors (or other governing body)
of such Person.  







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







        1.02    
    Other  Interpretive  Provisions.  (a) The meanings of defined  terms are equally
 applicable  to the singular and plural forms of the defined terms. 




	 	        (b)    
Section, subsection, Schedule and Exhibit references
                    are to this Agreement unless otherwise specified.  







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







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








24 









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







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







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







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







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







        1.03    
Accounting Principles. (a) Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with GAAP.  




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







	 	        (c)    
                    If any change in GAAP occurs after the date of this Agreement and
such change                     results in a material variation in the method of
calculation of financial                     covenants or other terms of this Agreement
or in what Subsidiaries are                     consolidated for financial reporting
purposes, then the Company, the Agent and                     the Lenders agree to amend
such provisions of this Agreement so as to equitably                     reflect such
change so that the criteria for evaluating the Company’s
                    financial condition will be the same after such change as if such
change had not                     occurred.  







        1.04    
Currency Equivalents Generally. For all purposes of this Agreement (but not for
purposes of the preparation of any financial statements, any schedules pertaining to
Foreign Subsidiaries or any compliance certificates delivered pursuant hereto), the
equivalent in any Offshore Currency or other currency of an amount in Dollars, and the
equivalent in Dollars of an amount in any Offshore Currency or other currency, shall be
determined at the Spot Rate.  




25 











ARTICLE II  



THE CREDITS 



        2.01    
The Revolving Credit. Each Revolving Lender severally agrees, on the terms and
conditions set forth herein, to make loans to the Borrowers (each such loan, a “Revolving
Loan”) from time to time on any Business Day during the period from the
Effective Date to the Revolving Termination Date, in Dollars and/or one or more Offshore
Currencies to the Company or to any Subsidiary Borrower, in an aggregate Dollar
Equivalent amount not at any time exceeding such Lender’s Revolving Commitment; provided that
(a) the Total Usage shall not at any time exceed the Aggregate Revolving Commitment; and
(b) the sum of (i) the Dollar Equivalent principal amount of all outstanding Revolving
Loans of any Revolving Lender plus (ii) such Revolving Lender’s Pro Rata
Share of (x) all outstanding Swing Line Loans, (y) the amount of all L/C Obligations and
(z) the Dollar Equivalent principal amount of all Fronted Offshore Currency Commitments
shall not at any time exceed such Revolving Lender’s Revolving Commitment. Subject
to the foregoing and the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.01, prepay under Section 2.10 and reborrow under this
Section 2.01.  




        2.02    
Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued
by each Issuer shall be evidenced by one or more accounts or records maintained by such
Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or
records maintained by the Agent, each Issuer and each Lender shall be conclusive absent
manifest error of the amount of the Loans made by the Lenders to the Borrowers and the
Letters of Credit, and the interest and payments thereon. Any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrowers hereunder to pay any amount owing with respect to the Loans or any Letter of
Credit.  




	 	        (b)    
                    Each Borrower shall, at the request of any Lender, issue to such
Lender a single                     note (each a “Note”), substantially
in the form of Exhibit                     E, to evidence such Lender’s
Loans. Each Lender may, instead of or in                     addition to maintaining a
loan account, endorse on the schedule annexed to its                     Note the date,
amount and maturity of each Loan made by it and the amount of                     each
payment of principal made by a Borrower with respect thereto. Each such
                    Lender is irrevocably authorized by the Borrowers to endorse its Note
and each                     Lender’s record shall be conclusive absent manifest
error; provided                    that the failure of a Lender to make, or an
error in making, a notation thereon                     with respect to any Loan shall
not limit or otherwise affect the obligations of                     any Borrower
hereunder or under any such Note to such Lender.  







        2.03    
Procedure for Borrowing. (a) Each Borrowing shall be made upon the applicable
Borrower’s irrevocable notice delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by the Agent prior to noon (local time) (i) two
Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans
denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in
the case of Offshore Rate Loans denominated in Offshore Currencies, and (iii) on the
requested Borrowing Date, in the case of Base Rate Loans), specifying:  




26 










	 	        (A)    
                    the amount of the Borrowing, which shall (unless such Borrowing is
being                     requested (or deemed to be requested) pursuant to Section
2.06(b) or 3.03(b)) be in an aggregate minimum Dollar Equivalent amount of
                    $3,000,000 (or such lesser amount agreed to by the Agent) or a higher
integral                     multiple of 250,000 units of the Applicable Currency;  







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







	 	        (C)    
                    the Type of Loans comprising the Borrowing;  







	 	        (D)    
                    with respect to Offshore Rate Loans, the duration of the Interest
Period                     applicable to such Loans included in such notice (and, if a
Notice of Borrowing                     fails to specify the duration of the Interest
Period for any Borrowing of                     Offshore Rate Loans, such Interest Period
shall be one month);  







	 	        (E)    
                    with respect to Offshore Rate Loans, the Applicable Currency for the
Borrowing;                     and  







	 	        (F)    
                    the identity of the Borrower requesting the Borrowing.  







	 	        (b)    
                    The Agent will promptly notify each applicable Lender of its receipt
of any                     Notice of Borrowing and, in respect of Borrowings of Revolving
Loans, of (i) the                     amount of such Revolving Lender’s Pro Rata
Share of such Borrowing and (ii)                     if such Borrowing is in an Offshore
Currency, the aggregate Dollar Equivalent                     amount of such Borrowing
and the applicable Spot Rate used by the Agent to                     determine the
Dollar Equivalent amount. The Agent shall also give the Company
                    prompt notice of the matters referred to in clause (ii) of the
preceding                     sentence.  







	 	        (c)    
                    Each Lender will make the amount of its Pro Rata Share of each
Borrowing                     available to the Agent for the account of the applicable
Borrower at the                     Agent’s applicable Payment Office by 1:00 p.m.
(local time) on the                     Borrowing Date requested by such Borrower in
funds immediately available to the                     Agent. The proceeds of all such
Loans will then be made available to the                     applicable Borrower by the
Agent at such office by crediting the account of such                     Borrower on the
books of Bank of America with the aggregate of the amounts made
                    available to the Agent by the Lenders and in like funds as received
by the                     Agent.  







	 	        (d)    
                    After giving effect to any Borrowing, unless the Agent shall
otherwise consent,                     there may not be more than 15 different Interest
Periods in effect.  








27 









	 	        (e)    
                    Each Borrower hereby authorizes the Lenders and the Agent to accept
Notices of                     Borrowing based on telephonic notices made by any person
or persons the Agent or                     any Lender in good faith believes to be
acting on behalf of such Borrower. Each                     Borrower agrees to deliver
promptly to the Agent a written confirmation of each                     telephonic
notice, signed by a Responsible Officer or an authorized designee. If
                    the written confirmation differs in any material respect from the
action taken                     by the Agent and the Lenders, the records of the Agent
and the Lenders shall                     govern absent manifest error.  







        2.04    
Conversion and Continuation Elections. (a) Each Borrower may, with respect to
Loans other than Fronted Offshore Currency Loans, upon irrevocable notice to the Agent in
accordance with subsection 2.04(b):  




	 	        (i)    
               elect to convert Loans denominated in Dollars from one Type to the other
Type; provided that (x) any partial conversion of Loans shall be in a Dollar
               Equivalent amount not less than $3,000,000 (or such lesser amount agreed
to by                the Agent) or a higher integral multiple of 250,000 units of the
Applicable                Currency and (y) any conversion of Offshore Rate Loans into
Base Rate Loans may                occur only on the last day of the applicable Interest
Period therefor; or  







	 	        (ii)    
               elect as of the last day of the applicable Interest Period, to continue
any                Offshore Rate Loans having Interest Periods expiring on such day (or
any part                thereof in an amount not less than the Dollar Equivalent of
$3,000,000 (or such                lesser amount agreed to by the Agent) or a higher
integral multiple of 250,000                units of the Applicable Currency);  







provided that if at any time
the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by
payment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of
$3,000,000, such Offshore Rate Loans shall (x) if denominated in Dollars, be converted
into Base Rate Loans, or (y) if denominated in an Offshore Currency, be prepaid, in each
case on the last day of the Interest Period therefor. 



	 	        (b)    
                    Each Borrower shall deliver a Notice of Conversion/Continuation to be
received                     by the Agent not later than 10:30 a.m. (local time) at least
(i) two Business                     Days in advance of the Conversion/Continuation Date,
if the Loans are to be                     converted into or continued as Offshore Rate
Loans denominated in Dollars, (ii)                     four Business Days in advance of
the Conversion/Continuation Date, if the Loans                     are to be continued as
Offshore Rate Loans denominated in an Offshore Currency,                     and (iii) on
the Conversion/Continuation Date, if the Loans are to be converted
                    into Base Rate Loans, specifying:  







	 	        (A)    
                    the proposed Conversion/Continuation Date;  







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








28 









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







	 	        (D)    
                    other than in the case of conversions into Base Rate Loans, the
duration of the                     requested Interest Period.  







	 	        (c)    
                    If upon the expiration of any Interest Period applicable to Offshore
Rate Loans,                     a Borrower has failed to select timely a new Interest
Period to be applicable to                     such Offshore Rate Loans, as the case may
be, then such Borrower shall be deemed                     to have elected to continue
such Loans as Offshore Rate Loans to itself                     denominated in the same
Offshore Currency and having a one-month Interest Period                     effective as
of the expiration date of such expiring Interest Period.  







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







	 	        (e)    
                    Unless the Required Lenders otherwise consent, during the existence
of a Default                     or Event of Default, no Borrower may elect to have a
Revolving Loan converted                     into or continued as an Offshore Rate Loan,
and the Required Lenders may demand                     that any or all of the then
outstanding Offshore Rate Loans denominated in an                     Alternate Currency
be prepaid, or redenominated into Dollars in the amount of                     the Dollar
Equivalent thereof, on the last day of the then current Interest
                    Period with respect thereto.  







	 	        (f)    
                    After giving effect to any conversion or continuation of Revolving
Loans, unless                     the Agent shall otherwise consent, there may not be
more than 15 different                     Interest Periods in effect.  







	 	        (g)    
                    Each Borrower hereby authorizes the Lenders and the Agent to accept
Notices of                     Conversion/Continuation based on telephonic notices made
by any Person, the                     Agent or any Lender in good faith believes to be
acting on behalf of such                     Borrower. Each Borrower agrees to deliver
promptly to the Agent a written                     confirmation of each telephonic
notice, signed by a Responsible Officer or an                     authorized designee. If
the written confirmation differs in any material respect                     from the
action taken by the Agent and the Lenders, the records of the Agent and
                    the Lenders shall govern absent manifest error.  







        2.05    
The Swing Line Loans. Subject to the terms and conditions hereof, the Swing Line
Lender agrees to make Swing Line Loans denominated in Dollars to the Company from time to
time prior to the Revolving Termination Date in an aggregate principal amount at any one
time outstanding not to exceed $50,000,000; provided that after giving effect to
any such Swing Line Loan, the Total Usage shall not exceed the Aggregate Revolving
Commitment. Prior to the Revolving Termination Date, the Company may use the Swing Line
Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans
shall bear interest at the Swing Line Rate and shall not be entitled to be converted into
Loans that bear interest at any other rate.  





29 









        2.06    
Procedure for Swing Line Loans. (a) The Company may borrow under the Swing Line
Commitment on any Business Day until the Revolving Termination Date; provided that
the Company shall give the Swing Line Lender irrevocable written notice signed by a
Responsible Officer or an authorized designee (which notice must be received by the Swing
Line Lender prior to 2:00 p.m. (local time)) with a copy to the Agent specifying the
amount of the requested Swing Line Loan, which shall be in an integral multiple of
$100,000. The proceeds of a requested Swing Line Loan will be made available by the Swing
Line Lender to the Company in immediately available funds at the office of the Swing Line
Lender by 4:00 p.m. (local time) on the date of such notice. The Company may at any time
and from time to time, prepay the Swing Line Loans, in whole or in part, without premium
or penalty, by notifying the Swing Line Lender prior to 2:00 p.m. (local time) on any
Business Day of the date and amount of prepayment with a copy to the Agent. If any such
notice is given, the amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayments shall be in an integral multiple of $100,000.  




	 	        (b)    
                    If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local
time) on                     the fifth Business Day following the date of such Swing Line
Loan and if by such                     time on such fifth Business Day the Agent shall
not have received either (i) a                     Notice of Borrowing delivered by the
Company pursuant to Section 2.03                    requesting that Revolving
Loans be made pursuant to Section 2.01 on the                     immediately
succeeding Business Day in an amount at least equal to the principal
                    amount of such Swing Line Loan for the purpose of refunding such
Swing Line Loan                     or (ii) any other notice satisfactory to the Agent
indicating the Company’s                     intent to repay such Swing Line Loan on
or before the immediately succeeding                     Business Day with funds obtained
from other sources or to extend such Swing Line                     Loan, then on such
Business Day the Swing Line Lender shall (and on any Business                     Day the
Swing Line Lender in its sole discretion may), on behalf of the Company
                    (which hereby irrevocably directs the Swing Line Lender to act on its
behalf)                     request the Agent to notify each Revolving Lender to make a
Base Rate Loan in an                     amount equal to such Revolving Lender’s Pro
Rata Share of (A) in the case                     of such a request which is required to
be made, the amount of the relevant Swing                     Line Loan and (B) in the
case of such a discretionary request, the aggregate                     principal amount
of the Swing Line Loans outstanding on the date such notice is                     given;
provided that absent notice by the Company to the contrary by such
                    time on such fifth Business Day, the Company shall be deemed to have
requested,                     at the end of such five Business Day period, that each
outstanding Swing Line                     Loan be extended for an additional period of
five Business Days, so long as the                     conditions specified in Section
5.02 would be satisfied at the beginning                     of each such additional
period, treating each such extension as if it were the                     making of a
new Loan. Unless any of the events described in subsection                     9.01(f) or
(g) shall have occurred with respect to the Company (in                     which
event the procedures of subsection (d) of this Section 2.06                    shall
apply) each Revolving Lender shall make the proceeds of its Revolving Loan
                    available to the Agent for the account of the Swing Line Lender at
the                     Agent’s Payment Office in funds immediately available prior
to 1:00 p.m.                     (local time) on the Business Day next succeeding the
date such notice is given.                     The proceeds of such Revolving Loans shall
be immediately applied to repay the                     outstanding Swing Line Loans.
Effective on the day such Revolving Loans are                     made, the portion of
the Swing Line Loans so paid shall no longer be outstanding                     as Swing
Line Loans and shall no longer be due under the Swing Line Note. The
                    Company shall pay to the Swing Line Lender, promptly following the
Swing Line                     Lender’s demand, the amount of its outstanding Swing
Line Loans to the                     extent amounts received from the Revolving Lenders
are not sufficient to repay                     in full such outstanding Swing Line
Loans.  








30 









	 	        (c)    
                    Notwithstanding anything herein to the contrary, the Swing Line
Lender (i) shall                     not be obligated to make any Swing Line Loan if the
conditions set forth in Article V have not been satisfied and (ii) shall not make
any requested                     Swing Line Loan if, prior to 11:00 a.m. (local time) on
the date of such                     requested Swing Line Loan, it has received a written
notice from the Agent or                     any Revolving Lender directing it not to
make further Swing Line Loans because                     any condition specified in Article
V is not then satisfied.  







	 	        (d)    
                    If prior to the making of a Revolving Loan required to be made by subsection
                    2.06(b) an Event of Default described in subsection 9.01(f) or
(g) shall have occurred and be continuing with respect to the Company,
                    each Revolving Lender will, on the date such Revolving Loan was to
have been                     made pursuant to the notice described in subsection
2.06(b), purchase an                     undivided participating interest in all
outstanding Swing Line Loans in an                     amount equal to its Pro Rata Share
of the aggregate principal amount of all such                     Swing Line Loans. Each
Revolving Lender will immediately transfer to the Agent                     for the
benefit of the Swing Line Lender, in immediately available funds, the
                    amount of its participation.  







	 	        (e)    
                    Whenever, at any time after a Revolving Lender has purchased a
participating                     interest in a Swing Line Loan, the Swing Line Lender
receives any payment on                     account thereof, the Swing Line Lender will
distribute to the Agent for delivery                     to each Revolving Lender its
participating interest in such amount                     (appropriately adjusted, in the
case of interest payments, to reflect the period                     of time during which
such Revolving Lender’s participating interest was                     outstanding
and funded); provided that in the event that such payment
                    received by the Swing Line Lender is required to be returned, such
Revolving                     Lender will return to the Agent for delivery to the Swing
Line Lender any                     portion thereof previously distributed by the Swing
Line Lender to it.  







	 	        (f)    
                    Each Lender’s obligation to make the Revolving Loans referred to
in subsection 2.06(b) and to purchase participating interests pursuant to subsection
2.06(d) shall be absolute and unconditional and shall not be
                    affected by any circumstance, including, (i) any set-off,
counterclaim,                     recoupment, defense or other right which such Revolving
Lender or the Company                     may have against the Swing Line Lender, the
Company or any other Person for any                     reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event                     of Default, (iii)
any adverse change in the condition (financial or otherwise)                     of the
Company, (iv) any breach of this Agreement or any other Loan Document by
                    the Company, any Subsidiary or any other Lender or (v) any other
circumstance,                     happening or event whatsoever, whether or not similar
to any of the foregoing.  








31 









        2.07    
The Fronted Offshore Currency Loans.  




	 	        (a)    
                    Upon the satisfaction of the conditions precedent set forth in Article
V                    and in the applicable Offshore Currency Addendum, from the later
of the date of                     this Agreement and the date of execution of the
applicable Offshore Currency                     Addendum to the date of termination of
the Commitments (or such earlier                     termination date as shall be
specified in or pursuant to the applicable Offshore                     Currency
Addendum), each Fronting Lender agrees, on the terms and conditions set
                    forth in this Agreement and in the applicable Offshore Currency
Addendum, to                     make Fronted Offshore Currency Loans under such Offshore
Currency Addendum to                     the applicable Borrower party to such Offshore
Currency Addendum from time to                     time in the applicable Alternate
Currency, in an aggregate Dollar Equivalent                     principal amount not to
exceed such Fronting Lender’s applicable Fronted                     Offshore
Currency Commitment (the amount of which shall in no event be, if not
                    zero, less than the Dollar Equivalent of $10,000,000 or a higher
integral                     multiple of $1,000,000); provided that, at no time
shall the Dollar                     Equivalent of the Fronted Offshore Currency Loans
for any specific Alternate                     Currency exceed the maximum amount
specified as the maximum amount for such                     Alternate Currency in the
applicable Offshore Currency Addendum other than as a                     result of
currency fluctuations. Subject to the terms of this Agreement and the
                    applicable Offshore Currency Addendum, the applicable Borrowers may
borrow,                     repay and reborrow Fronted Offshore Currency Loans in the
applicable Alternate                     Currency at any time prior to the termination of
the Aggregate Revolving                     Commitment (or such earlier termination date
as shall be specified in or                     pursuant to the applicable Offshore
Currency Addendum). Upon the termination of                     the Commitments (or such
earlier termination date as shall be specified in or                     pursuant to the
applicable Offshore Currency Addendum), the outstanding                     principal
balance of the Fronted Offshore Currency Loans shall be paid in full
                    by the applicable Borrower and prior to the termination of the
Commitments (or                     such earlier termination date as shall be specified
in or pursuant to the                     applicable Offshore Currency Addendum)
prepayments of the Fronted Offshore                     Currency Loans shall be made by
the applicable Borrower if and to the extent                     required by subsection
2.11(b). For the avoidance of doubt, it is                     understood that no
Lender shall have any obligation to become a Fronting Lender.  








32 









	 	        (b)    
                    The applicable Borrower shall pay the applicable Fronting Lender a
fronting fee                     in respect of each Fronted Offshore Currency Loan in
accordance with the                     Offshore Currency Addendum (or other agreement
with such Fronting Lender).  







	 	        (c)    
                    Except as otherwise required by applicable law, in no event shall any
Fronting                     Lender have the right to accelerate the Fronted Offshore
Currency Loans                     outstanding under any Offshore Currency Addendum prior
to the stated termination                     date in respect thereof, except that each
Fronting Lender shall have such right                     upon an acceleration of the
Loans pursuant to Article IX.  







	 	        (d)    
                    Each Fronting Lender shall furnish to the Agent not less frequently
than                     monthly, at the end of each calendar quarter, and at any other
time upon the                     request of the Agent, a statement setting forth the
outstanding Fronted Offshore                     Currency Loans made and repaid during
the period since the last such report.  







	 	        (e)    
                    Immediately and automatically upon the occurrence of an Event of
Default under subsection 9.01(a), (f) or (g), each Revolving Lender
shall                     be deemed to have unconditionally and irrevocably purchased
from the applicable                     Fronting Lender, without recourse or warranty, an
undivided interest and                     participation in each Fronted Offshore
Currency Loan ratably in an amount equal                     to such Lender’s Pro
Rata Share of the amount of principal and accrued                     interest of such
Loan, and such Fronted Offshore Currency Loans shall, as the                     Required
Lenders shall direct, either be prepaid, or redenominated into Dollars
                    in the amount of the Dollar Equivalent thereof, on the last day of
the then                     current Interest Period with respect thereto. Each of the
Lenders shall pay to                     the applicable Fronting Lender not later than
two Business Days following a                     request for payment from such Fronting
Lender, in Dollars, an amount equal to                     the undivided interest in and
participation in the Fronted Offshore Currency                     Loan purchased by such
Lender pursuant to this subsection 2.07(e). If any                     Lender
fails to make payment to the applicable Fronting Lender of any amount due
                    under this subsection 2.07(e), the Agent shall be entitled to
receive,                     retain and apply against such obligation the principal and
interest otherwise                     payable to such Lender hereunder until the Agent
receives from such Lender an                     amount sufficient to discharge such
Lender’s payment obligation as                     prescribed in this subsection
2.07(e) together with interest thereon at                     the Federal Funds Rate
for each day during the period commencing on the date of                     demand by
the applicable Fronting Lender and ending on the date such obligation
                    is fully satisfied. The Agent will promptly remit all payments
received as                     provided above to the applicable Fronting Lender. In
consideration of the risk                     participations prescribed in this subsection
2.07(e), each Lender shall                     receive, from the accrued interest
paid for periods prior to the conversion of                     any Fronted Offshore
Currency Loan as described above by the applicable Borrower                     on each
Fronted Offshore Currency Loan, a fee equal to such Lender’s Pro
                    Rata Share of the Applicable Offshore Rate Margin component of the
interest                     accrued on such Loan, as in effect from time to time during
the period such                     interest accrued. Such portion of the interest paid
by the applicable Borrower                     on Fronted Offshore Currency Loans to the
applicable Fronting Lender shall be                     paid as promptly as possible by
such Fronting Lender to the Agent, and the Agent                     shall as promptly as
possible convert such amount into Dollars at the Spot Rate                     and apply
such resulting amount ratably among the Lenders (including the
                    Fronting Lenders) in proportion to their respective Pro Rata Shares.  








33 









	 	        (f)    
                    Whenever, at any time after a Revolving Lender has purchased a
participating                     interest in a Fronted Offshore Currency Loan, the
applicable Fronting Lender                     receives any payment on account thereof,
such Fronting Lender will distribute to                     the Agent for delivery to
each Revolving Lender its participating interest in                     such amount
(appropriately adjusted, in the case of interest payments, to                     reflect
the period of time during which such Revolving Lender’s
                    participating interest was outstanding and funded); provided that
if such                     payment received by such Fronting Lender is required to be
returned, such                     Revolving Lender will return to the Agent for delivery
to such Fronting Lender                     any portion thereof previously distributed to
it by the Agent or such Fronting                     Lender.  







	 	        (g)    
                    Each Revolving Lender’s obligation to purchase the participating
interests                     referred to in subsection 2.07(e) shall be absolute
and unconditional and                     shall not be affected by any circumstance,
including, (i) any set-off,                     counterclaim, recoupment, defense or
other right which such Revolving Lender or                     any Borrower may have
against any Fronting Lender, the Company or any other                     Person for any
reason whatsoever, (ii) the occurrence or continuance of a                     Default or
an Event of Default, (iii) any adverse change in the condition
                    (financial or otherwise) of any Borrower, (iv) any breach of this
Agreement or                     any other Loan Document by any Borrower, any Guarantor
or any other Lender or                     (v) any other circumstance, happening or event
whatsoever, whether or not                     similar to any of the foregoing.  







	 	        (h)    
                    The specification of payment of Fronted Offshore Currency Loans in
the related                     Alternate Currency at a specific place pursuant to this
Agreement is of the                     essence. Such Alternate Currency shall, subject
to this Section 2.07, be                     the currency of account and payment
of such Loans under this Agreement and the                     applicable Offshore
Currency Addendum. Notwithstanding anything in this                     Agreement, the
obligation of the applicable Borrower in respect of such Loans                     shall
not be discharged by an amount paid in any other currency or at another
                    place, whether pursuant to a judgment or otherwise, to the extent the
amount so                     paid, on prompt conversion into the applicable Alternate
Currency and transfer                     to such Lender under normal banking procedure,
does not yield the amount of such                     Alternate Currency due under this
Agreement or the applicable Offshore Currency                     Addendum. If any
payment, whether pursuant to a judgment or otherwise, upon                     conversion
and transfer, does not result in payment of the amount of such
                    Alternate Currency due under this Agreement or the applicable
Offshore Currency                     Addendum, such Lender shall have an independent
cause of action against the                     applicable Borrower for the currency
deficit. If any payment, upon conversion                     and transfer, results in
payment in excess of the amount of such Alternate                     Currency due under
this Agreement or the applicable Offshore Currency Addendum,                     the
applicable Lender shall refund such excess to the applicable Borrower.  








34 









        2.08    
Utilization of Commitments in Offshore Currencies.  




	 	        (a)    
                    The Agent will determine the Dollar Equivalent amount with respect to
any (i)                     Borrowing comprised of Offshore Currency Loans as of the
requested Borrowing                     Date, (ii) outstanding Offshore Currency Loans as
of the last Business Day of                     each month, and (iii) outstanding
Offshore Currency Loans as of any                     redenomination date pursuant to
this Section 2.08 or Section 4.05                    (each date described
in clauses (i) through (iii), a                     “Computation
Date”). The Agent will provide the Company with                     the amount
determined pursuant to the foregoing clause (ii) promptly
                    following the end of each month. Upon receipt of any Notice of
Borrowing, the                     Agent will promptly notify each Revolving Lender
thereof and of the amount of                     such Lender’s Pro Rata Share of
such Borrowing. In the case of a Borrowing                     comprised of Offshore
Currency Loans, such notice will provide the approximate                     amount of
each Lender’s Pro Rata Share of such Borrowing, and the Agent
                    will, upon the determination of the Dollar Equivalent amount of the
Borrowing as                     specified in the Notice of Borrowing, promptly notify
each Revolving Lender of                     the exact amount of such Revolving Lender’s
Pro Rata Share of such                     Borrowing.  







	 	        (b)    
                    In the case of a proposed Borrowing comprised of Offshore Currency
Loans, the                     Revolving Lenders shall be under no obligation to make
Offshore Currency Loans                     in the requested Offshore Currency as part of
such Borrowing if the Agent has                     received notice from any Revolving
Lender by 3:00 p.m. (local time) three                     Business Days prior to the day
of such Borrowing that such Lender cannot provide                     Loans in the
requested Offshore Currency, in which event the Agent will give
                    notice to the Company no later than 9:00 a.m. (local time) on the
third Business                     Day prior to the requested date of such Borrowing that
a Borrowing in the                     requested Offshore Currency is not then available,
no such Borrowing shall be                     made and any request for a Revolving Loan
in such Offshore Currency shall be                     deemed withdrawn and shall
otherwise be without effect.  







	 	        (c)    
                    In the case of a proposed continuation of Offshore Currency Loans for
an                     additional Interest Period pursuant to Section  2.04, the
Revolving                     Lenders shall be under no obligation to continue such
Offshore Currency Loans if                     the Agent has received notice from any of
the Revolving Lenders by 4:00 p.m.                     (local time) three Business Days
prior to the day of such continuation that such                     Revolving Lender
cannot continue to provide Loans in the Offshore Currency, in                     which
event the Agent will give notice to the Company not later than 9:00 a.m.
                    (local time) on the second Business Day prior to the requested date
of such                     continuation that the continuation of such Offshore Currency
Loans in the                     Offshore Currency is not then available, and notice
thereof also will be given                     promptly by the Agent to the Lenders. If
the Agent shall have so notified the                     Company that any such
continuation of Offshore Currency Loans is not then                     available, any
Notice of Continuation/Conversion with respect thereto shall be
                    deemed withdrawn and such Offshore Currency Loans shall be
redenominated into                     Base Rate Loans assumed by the Company in Dollars
with effect from the last day                     of the Interest Period with respect to
any such Offshore Currency Loans. The                     Agent will promptly notify the
Company and the Revolving Lenders of any such                     redenomination and in
such notice by the Agent to each Revolving Lender the                     Agent will
state the aggregate Dollar Equivalent amount of the redenominated
                    Offshore Currency Loans assumed by the Company as of the Computation
Date with                     respect thereto and such Revolving Lender’s Pro Rata
Share thereof.  








35 









	 	        (d)    
                    Notwithstanding anything herein to the contrary, during the existence
of an                     Event of Default, the Required Lenders may demand that any or
all of the then                     outstanding Offshore Currency Loans be prepaid, or
redenominated into Dollars in                     the amount of the Dollar Equivalent
thereof, on the last day of the then current                     Interest Period with
respect thereto. The Agent will promptly notify the                     applicable
Borrower of any such prepayment or redenomination request.  







	 	        (e)    
                    The Company shall be entitled to request that Revolving Loans
hereunder shall                     also be permitted to be made in any other lawful
currency, in addition to                     Dollars and the currencies specified in the
definition of “Offshore                     Currency”, that in the opinion of
each Revolving Lender is at such time                     freely traded in the offshore
interbank foreign exchange markets and is freely                     transferable and
freely convertible into Dollars (an “Agreed Alternative
                    Currency”). The Company shall deliver to the Agent any
request for                     designation of an Agreed Alternative Currency in
accordance with Section                     11.02, to be received by the Agent not
later than noon (local time) at least                     ten Business Days in advance of
the date of any Borrowing hereunder proposed to                     be made in such
Agreed Alternative Currency. Upon receipt of any such request                     the
Agent will promptly notify the Revolving Lenders thereof, and each Revolving
                    Lender will use its best efforts to respond to such request within
two Business                     Days of receipt thereof. Each Revolving Lender may grant
or accept such request                     in its sole discretion. The Agent will
promptly notify the Company of the                     acceptance or rejection of any
such request.  







        2.09    
Voluntary Termination, Reduction or Increase of Revolving Commitments. (a) The
Company may, upon not less than five Business Days’ prior notice to the Agent,
terminate the Revolving Commitments, or permanently reduce the Aggregate Revolving
Commitment by $10,000,000 or any higher integral multiple of $1,000,000; provided that
the Aggregate Revolving Commitment shall not be reduced to an amount less than the Total
Usage. Once reduced in accordance with this subsection (a), the Aggregate
Revolving Commitment may not be increased, except as provided in subsection (c).
Any reduction of the Aggregate Revolving Commitment shall be applied to reduce the
Revolving Commitment of each Revolving Lender according to its Pro Rata Share.  




36 










	 	        (b)    
               At no time shall the sum of the Swing Line Commitment and the Fronted
Offshore                Currency Commitments exceed the Aggregate Revolving Commitment,
and any                reduction of the Aggregate Revolving Commitment which reduces the
Aggregate                Revolving Commitment below the then-current sum of the Swing
Line Commitment and                the Fronted Offshore Currency Commitments shall result
in an automatic                corresponding reduction of the Swing Line Commitment
and/or the Fronted Offshore                Currency Commitments (as specified by the
Company or, in the absence of such                specification, pro rata according to
the amounts thereof) so that the sum                thereof is equal to the Aggregate
Revolving Commitment, as so reduced. At no                time shall the sum of the Swing
Line Commitment plus any Fronted Offshore                Currency Commitment of
any Lender exceed the Revolving Commitment of such                Lender, and any
reduction of the Aggregate Revolving Commitment which reduces                the
Revolving Commitment of such Lender below the then-current sum of the Swing
               Line Commitment plus the Fronted Offshore Currency Commitment of
such                Lender shall result in an automatic corresponding reduction of the
Swing Line                Commitment and the Fronted Offshore Currency Commitment of such
Lender, on a                ratable basis, to the amount of the Revolving Commitment of
such Lender, as so                reduced, without any action on the part of such Lender.  







	 	        (c)    
               (i) The Company may from time to time prior to the Revolving Termination
Date,                by means of a letter delivered to the Agent substantially in the
form of Exhibit I and subject to the applicable conditions to effectiveness of
               such increase specified in clauses (ii) and (iii) below,
request                an increase in the Aggregate Revolving Commitment; provided that
(x) any                such increase in the Aggregate Revolving Commitment shall be in a
minimum amount                of $5,000,000 and an integral multiple of $1,000,000, (y)
the Aggregate                Revolving Commitment shall not at any time exceed
$750,000,000 and (z) no                Default or Event of Default shall exist at the
time of such increase.  







	 	        (ii)    
               Any increase in the Aggregate Revolving Commitment may be effected by (x)
               increasing the Revolving Commitment of one or more Revolving Lenders which
have                agreed to such increase and/or (y) adding one or more commercial
banks or other                Persons as a party hereto (each an “Additional
Lender”) with a                Revolving Commitment in an amount agreed to by
any such Additional Lender; provided that no Additional Lender shall be added as a
party hereto                without the written consent of the Agent (which shall not be
unreasonably                withheld).  







	 	        (iii)    
               Any increase in the Aggregate Revolving Commitment pursuant to this subsection
(c) shall be effective three Business Days (or such other                period
agreed to by the Agent, the Company and, as applicable, each Revolving
               Lender that has agreed to increase its Revolving Commitment and each
Additional                Lender) after the date on which the Agent has received and
acknowledged receipt                of the applicable increase letter in the form of Annex
1 (in the case of                an increase in the Revolving Commitment of an
existing Lender) or Annex 2               (in the case of the addition of an
Additional Lender) to Exhibit I, which                acknowledgment shall be
delivered promptly to the Company by the Agent (subject                to the right of
the Agent set forth in clause (ii) above to consent to                any
Additional Lender).  








37 









	 	        (iv)    
               The Agent shall promptly notify the Company and the Revolving Lenders of
any                increase in the amount of the Aggregate Revolving Commitment pursuant
to this subsection (c) and of the Revolving Commitment and Pro Rata Share of each
               Revolving Lender after giving effect thereto.  







	 	        (v)    
               The Borrowers (x) acknowledge that, in order to maintain Revolving Loans
in                accordance with each Revolving Lender’s Pro Rata Share of all
outstanding                Revolving Loans prior to any increase in the Aggregate
Revolving Commitment                pursuant to this subsection (c), a
reallocation of the Revolving                Commitments as a result of a non-pro-rata
increase in the Aggregate Revolving                Commitment may require prepayment of
all or portions of certain Revolving Loans                on the date of such increase
(and any such prepayment shall be subject to the                provisions of Section
4.04) and (y) agree to make any such prepayment.  







        2.10    
Optional Prepayments. Subject to Section 4.04, any Borrower may, at any
time or from time to time, upon not less than two Business Days’ irrevocable notice
to the Agent, in respect of Offshore Rate Loans (other than Fronted Offshore Currency
Loans, except as otherwise provided in the applicable Offshore Currency Addendum), and in
respect of Base Rate Loans, by not later than 10:30 a.m. (local time) on the prepayment
date, prepay Loans in whole or in part, in minimum amounts equal to the Dollar Equivalent
of $3,000,000 (or such lesser amount agreed to by the Agent) or a higher integral
multiple of 250,000 units of the Applicable Currency. Such notice of prepayment shall
specify the date and amount of such prepayment, which Loans are to be prepaid and the
Type(s) of such Loans to be prepaid. The Agent will promptly notify each Lender of its
receipt of any such notice, and of such Lender’s Pro Rata Share of such prepayment.
If such notice is given by any Borrower, such Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified
therein, together, in the case of Offshore Rate Loans, with accrued interest to each such
date on the amount prepaid and any amounts required pursuant to Section 4.04.  




        2.11    
Mandatory Prepayments of Loans. (a) If on any date the Total Usage exceeds the
Aggregate Revolving Commitment, the Borrowers shall immediately, and without notice or
demand, prepay the outstanding principal amount of the Loans and/or L/C Advances by an
amount equal to such excess.  




	 	        (b)    
                    If on any date the amount of all L/C Obligations exceeds the L/C
Commitment, the                     Company shall immediately Cash Collateralize (or
promptly provide other Backup                     Support) for the outstanding Letters of
Credit in an amount equal to such                     excess.  







	 	        (c)    
                    If at any time of calculation by the Agent (pursuant to Section
2.08(a)                    or otherwise) the Dollar Equivalent principal amount of
all outstanding Fronted                     Offshore Currency Loans in the same Alternate
Currency exceeds the aggregate                     Fronted Offshore Currency Commitments
with respect thereto as a result of                     fluctuations in currency exchange
rates, the applicable Borrowers shall, within                     two Business Days after
receipt of notice thereof, prepay Fronted Offshore                     Currency Loans in
an amount sufficient to eliminate such excess.  








38 









        2.12    
    Repayment.  The Borrowers shall repay all Loans on the Maturity Date. 




        2.13    
Interest. (a) Each Revolving Loan shall bear interest on the outstanding principal
amount thereof from the applicable Borrowing Date at a rate per annum equal to (i) the
Offshore Rate plusthe Applicable Offshore Rate Margin or (ii) the Base Rate, as
the case may be (and subject to the Borrowers’ right to convert to Loans denominated
in Dollars to the other Type of Loans). Each Fronted Offshore Currency Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the applicable Fronted Offshore Currency Rate.  




	 	        (b)    
                    Interest on each Revolving Loan shall be paid in arrears on each
Interest                     Payment Date and on the Maturity Date. Interest on Offshore
Rate Loans shall                     also be paid on the date of any prepayment thereof
for the portion of the Loans                     so prepaid. During the existence of any
Event of Default, interest on all Loans                     shall be paid on demand of
the Agent at the request or with the consent of the                     Required Lenders.  







	 	        (c)    
                    Notwithstanding subsection 2.13(a), while any Event of Default
exists or                     after acceleration, the applicable Borrower shall pay
interest (after as well as                     before entry of judgment thereon to the
extent permitted by law) on the                     principal amount of all outstanding
Loans, at a rate per annum determined by                     adding 2% per annum to the
applicable interest rate otherwise then in effect for                     such Loans.  







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







        2.14    
    Fees.  In addition to certain fees described in Section 3.08: 




	 	        (a)    
Arrangement Fees, Agency Fees and Upfront Fees. The Company shall pay
                    such fees to the Agent and the Arranger as are required by the letter
agreement                     (“Fee Letter”) among the Company, the
Arranger and Agent dated                     September 2, 2004 or as otherwise agreed to
by such parties from time to time.  







39 










	 	        (b)    
Commitment Fees. The Company shall pay to the Agent for the account of
                    each Revolving Lender a commitment fee on the average daily unused
portion of                     such Revolving Lender’s Revolving Commitment,
computed on a quarterly basis                     in arrears on the last Business Day of
each calendar quarter based upon the                     daily utilization for that
quarter as calculated by the Agent, equal to the                     Applicable
Commitment Fee Percentage. For purposes of calculating utilization
                    under this subsection, the Revolving Commitments shall be deemed used
to the                     extent of the Dollar Equivalent principal amount of Revolving
Loans then                     outstanding (excluding any outstanding Swing Line Loans),
plus the Dollar                     Equivalent principal amount of the Fronted
Offshore Currency Loans then                     outstanding plus the amount of
all L/C Obligations then outstanding. Such                     commitment fee shall
accrue from the Effective Date to the Revolving Termination                     Date and
shall be due and payable quarterly in arrears on the last Business Day
                    of each calendar quarter commencing on December 31, 2004 through the
Revolving                     Termination Date, with the final payment to be made on the
Revolving Termination                     Date; provided that, in connection with
any reduction or termination of                     Revolving Commitments under Section
2.09, the accrued commitment fee                     calculated for the period ending
on such date shall also be paid on the date of                     such reduction or
termination, with the following quarterly payment being                     calculated on
the basis of the period from such reduction or termination date to
                    such quarterly payment date. The commitment fees provided in this
subsection                     shall accrue at all times after the above-mentioned
commencement date, including                     at any time during which one or more
conditions in Article V are not met.  







        2.15    
Computation of Fees and Interest. (a) Interest on any Loan bearing interest based
upon Bank of America’s prime rate or denominated in Pounds Sterling shall be
computed for the actual number of days elapsed on the basis of a year of 365 or 366 days,
as applicable. All other computations of fees and interest shall be made on the basis of
a 360-day year and actual days elapsed (which results in more interest being paid than if
computed on the basis of a 365-day year). Interest and fees shall accrue during each
period during which interest or such fees are computed from the first day thereof to the
last day thereof.  




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







        2.16    
Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be
made without set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all payments by the Borrowers shall be made to the Agent for the account of the
Lenders at the Agent’s Payment Office, and shall be made in dollars and in
immediately available funds, no later than 11:00 a.m. (local time) on the date specified
herein. The Agent will promptly distribute to each Lender its applicable share of such
payment in like funds as received which, except as otherwise expressly provided herein,
shall be based upon such Lender’s Pro Rata Share of the Loans in respect of which
such prepayment has been made. Any payment received by the Agent later than 1:00 p.m.
(local time) shall be deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.  





40 










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







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







        2.17    
Payments by the Lenders to the Agent. (a) Except as otherwise expressly provided
in Section 2.08 with respect to Fronted Offshore Currency Loans, unless the Agent
receives notice from a Lender on or prior to the Effective Date or, with respect to any
Borrowing after the Effective Date, at least one Business Day prior to the date of such
Borrowing, that such Lender will not make available as and when required hereunder to the
Agent for the account of a Borrower the amount of that Lender’s Pro Rata Share of
such Borrowing, the Agent may assume that each Lender has made such amount available to
the Agent in immediately available funds on the Borrowing Date and the Agent may (but
shall not be so required), in reliance upon such assumption, make available to such
Borrower on such date a corresponding amount. If and to the extent any Lender shall not
have made its full amount available to the Agent in immediately available funds and the
Agent in such circumstances has made available to such Borrower such amount, that Lender
shall on the Business Day following such Borrowing Date make such amount available to the
Agent, together with interest at the Federal Funds Rate for each day during such period.
A notice of the Agent submitted to any Lender with respect to amounts owing under this subsection
(a)shall be conclusive, absent manifest error. If such amount is so made available,
such payment to the Agent shall constitute such Lender’s Loan on the date of
Borrowing for all purposes of this Agreement. If such amount is not made available to the
Agent on the Business Day following the Borrowing Date, the Agent will notify the
applicable Borrower of such failure to fund and, upon demand by the Agent, such Borrower
shall pay such amount to the Agent for the Agent’s account, together with interest
thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal
to the interest rate applicable at the time to the Loans comprising such Borrowing.  




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








41 










        2.18    
Sharing of Payments, Etc.If, other than as expressly provided elsewhere herein,
any Lender shall obtain on account of the Loans made by it any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder), such Lender shall
immediately (a) notify the Agent of such fact and (b) purchase from the other Lenders
such participations in the Loans made by them as shall be necessary to cause such
purchasing Lender to share the excess payment pro rata with each of them; provided that
if all or any portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender shall repay
to the purchasing Lender the purchase price paid therefor, together with an amount equal
to such paying Lender’s ratable share (according to the proportion of (i) the amount
of such paying Lender’s required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that
any Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off, but
subject to Section 11.10) with respect to such participation as fully as if such
Lender were the direct creditor of such Borrower in the amount of such participation. The
Agent will keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.  




        2.19    
Subsidiary Borrowers. On or after the Effective Date, with the consent of the
Agent, the Company may designate any Wholly-Owned Subsidiary (other than any
Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary
Borrower by delivery to the Agent of a Subsidiary Borrower Supplement executed by such
Subsidiary and the Company, together with Notes in favor of each requesting Lender, and
upon such delivery such Subsidiary shall for all purposes of this Agreement be a
Subsidiary Borrower and party to this Agreement. As soon as practicable upon receipt of a
Subsidiary Borrower Supplement, the Agent will deliver a copy thereof to each Lender. So
long as the principal of and interest on all Loans made to any Subsidiary Borrowers under
this Agreement shall have been paid in full and all other obligations of such Subsidiary
Borrower in such capacity (other than any contingent indemnification or similar
obligation not yet due and payable) shall have been fully performed, such Subsidiary
Borrower may, upon not less than five Business Days’prior written notice to the
Agent (which shall promptly notify the Lenders thereof), terminate its status as a “Subsidiary
Borrower”.  




ARTICLE III  



THE LETTERS OF CREDIT 



        3.01    
The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein
(i) each Issuer agrees, (A) from time to time on any Business Day, during the period from
the Effective Date to the day which is five days prior to the Revolving Termination Date,
to issue Letters of Credit for the account of the Company (or jointly for the account of
the Company and any Subsidiary) in an aggregate Stated Amount in Dollars or any Alternate
Currency at any one time that, the Dollar Equivalent of which, together with the
aggregate Dollar Equivalent of the Stated Amount of all other outstanding Letters of
Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew
Letters of Credit previously issued by it, in accordance with subsections 3.02(c) and
3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the
Revolving Lenders severally agree to participate in Letters of Credit; provided that
no Issuer shall be obligated to Issue, and no Revolving Lender shall be obligated to
participate in, any Letter of Credit if as of the date of Issuance of such Letter of
Credit (the “Issuance Date”) (1) the amount of all L/C Obligations, plus the
Dollar Equivalent principal amount of all Revolving Loans and Swing Line Loans plus the
aggregate amount of all Fronted Offshore Currency Commitments exceeds the Aggregate
Revolving Commitment or (2) the participation of any Revolving Lender in the amount of
all L/C Obligations plus the Dollar Equivalent principal amount of the Revolving
Loans of such Revolving Lender and such Revolving Lender’s Pro Rata Share of any
outstanding Swing Line Loans and Fronted Offshore Currency Commitments exceeds such Lender’s
Revolving Commitment. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully
revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit which have expired or which have been drawn upon
and reimbursed.  




42 










	 	        (b)    
                    No Issuer is under any obligation to, and shall not, Issue any Letter
of Credit                     if:  







	 	        (i)    
                    any order, judgment or decree of any Governmental Authority or
arbitrator shall                     by its terms purport to enjoin or restrain such
Issuer from Issuing such Letter                     of Credit, or any Requirement of Law
applicable to such Issuer or any request or                     directive (whether or not
having the force of law) from any Governmental                     Authority with
jurisdiction over such Issuer shall prohibit, or request that                     such
Issuer refrain from, the Issuance of letters of credit generally or such
                    Letter of Credit in particular or shall impose upon such Issuer with
respect to                     such Letter of Credit any restriction, reserve or capital
requirement (for which                     such Issuer is not otherwise compensated
hereunder) not in effect on the                     Effective Date, or shall impose upon
such Issuer any unreimbursed loss, cost or                     expense which was not
applicable on the Effective Date and which such Issuer in                     good faith
deems material to it;  







	 	        (ii)    
                    such Issuer has received written notice from any Revolving Lender,
the Agent or                     the Company, on or prior to the Business Day prior to
the requested date of                     Issuance of such Letter of Credit, that one or
more of the applicable conditions                     contained in Article V is
not then satisfied;  







	 	        (iii)    
                    the expiry date of any requested Letter of Credit is (A) more than
730 days                     after the date of Issuance or (B) more than 730 days after
the scheduled                     Revolving Termination Date, unless (1) the
Required Lenders have approved                     such expiry date in writing or (2) such
Letter of Credit is a Surety L/C;  







	 	        (iv)    
                    the expiry date of any requested Letter of Credit is prior to the
maturity date                     of any financial obligation to be supported by the
requested Letter of Credit;  









43 










	 	        (v)    
                    any requested Letter of Credit does not provide for drafts, or is not
otherwise                     in form and substance acceptable to such Issuer, or the
Issuance of a Letter of                     Credit shall violate any applicable policies
of such Issuer;  







	 	        (vi)    
                    such Letter of Credit is to be denominated in a currency other than
Dollars or                     any Offshore Currency; or  







	 	        (vii)    
                    a default of any Lender’s obligations to fund under Section
3.03                    exists or any Lender is at such time a Defaulting Lender
hereunder, unless such                     Issuer has entered into satisfactory
arrangements with the Company or such                     Lender to eliminate such Issuer’s
risk with respect to such Lender.  







	 	        (c)    
                    Notwithstanding the foregoing, not more than $25,000,000 in aggregate
Stated                     Amount of Letters of Credit may have expiry dates beyond the
scheduled Revolving                     Termination Date.  







        3.02    
Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit
shall be issued upon the irrevocable written request of the Company received by the
applicable Issuer (with a copy sent by such Issuer to the Agent) at least three days (or
such shorter time as such Issuer may agree in a particular instance in its sole
discretion) prior to the proposed date of issuance; provided that five days’ prior
notice (or such shorter time as such Issuer may agree in a particular instance in its
sole discretion) shall be required in respect of each Letter of Credit to be denominated
in an Offshore Currency. Each such request for issuance of a Letter of Credit shall be by
facsimile, confirmed immediately in an original writing (if required by the applicable
Issuer), in the form of an L/C Application (or such other form as shall be acceptable to
such Issuer), or shall be by online letter of credit software acceptable to such Issuer,
and shall specify in form and detail satisfactory to such Issuer: (i) the proposed date
of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount
of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and
address of the beneficiary thereof; (v) the documents to be presented by the beneficiary
of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any
certificate to be presented by the beneficiary in case of any drawing thereunder; (vii)
the currency in which such Letter of Credit is to be denominated, which shall be Dollars
or an Offshore Currency; and (viii) such other matters as such Issuer may require.  




	 	        (b)    
                    At least two Business Days prior to the Issuance of any Letter of
Credit (or                     such shorter time as the Agent may agree in a particular
instance in its sole                     discretion), the applicable Issuer will confirm
with the Agent (by telephone or                     in writing) that the Agent has
received a copy of the L/C Application or L/C                     Amendment Application
and, if not, such Issuer will provide the Agent with a                     copy thereof.
Unless the applicable Issuer has received notice on or before the
                    Business Day immediately preceding the date such Issuer is to issue a
requested                     Letter of Credit from the Agent (A) directing such Issuer
not to issue such                     Letter of Credit because such issuance is not then
permitted under subsection                     3.01(a) as a result of the
limitations set forth in clauses (1) and (2) thereof or subsection  3.01(b)(ii);
or (B) that one or more                     conditions specified in Article V are
not then satisfied; then, subject                     to the terms and conditions hereof,
such Issuer shall, on the requested date,                     issue a Letter of Credit
for the account of the Company in accordance with such                     Issuer’s
usual and customary business practices.  







44 










	 	        (c)    
                    From time to time while a Letter of Credit is outstanding and prior
to the                     Revolving Termination Date, the applicable Issuer will, upon
the written request                     of the Company received by such Issuer (with a
copy sent by such Issuer to the                     Agent) at least three days (or such
shorter time as such Issuer may agree in a                     particular instance in its
sole discretion) prior to the proposed date of                     amendment, amend any
Letter of Credit issued by it. Each such request for                     amendment of a
Letter of Credit shall be made by facsimile, confirmed                     immediately in
an original writing (if required by the applicable Issuer), made                     in
the form of an L/C Amendment Application or through on-line letter of credit
                    software acceptable to such Issuer and shall specify in form and
detail                     satisfactory to such Issuer: (i) the Letter of Credit to be
amended; (ii) the                     proposed date of amendment of the Letter of Credit
(which shall be a Business                     Day); (iii) the nature of the proposed
amendment; and (iv) such other matters as                     such Issuer may require. No
Issuer shall be under any obligation to amend any                     Letter of Credit
if: (A) such amendment would extend the expiry date for, or                     increase
the amount of, such Letter of Credit and such Issuer would have no
                    obligation at such time to issue such Letter of Credit in its amended
form under                     the terms of this Agreement; or (B) the beneficiary of
such Letter of Credit                     does not accept such amendment (and no Issuer
shall so amend any Letter of                     Credit if such Issuer has received a
notice of the type described in the second                     sentence of clause (b)).
The Agent will promptly notify the Revolving                     Lenders of the receipt
by it of any L/C Application or L/C Amendment                     Application.  







	 	        (d)    
                    Each Issuer and the Lenders agree that, while a Letter of Credit
issued by such                     Issuer is outstanding and prior to the Revolving
Termination Date, at the option                     of the Company and upon the written
request of the Company received by such                     Issuer (with a copy sent by
such Issuer to the Agent) at least three days (or                     such shorter time
as such Issuer may agree in a particular instance in its sole
                    discretion) prior to the proposed date of notification of renewal,
such Issuer                     shall be entitled to authorize the automatic renewal of
any Letter of Credit                     issued by it. Each such request for renewal of a
Letter of Credit shall be made                     by facsimile, confirmed immediately in
an original writing (if required by the                     applicable Issuer), in the
form of an L/C Amendment Application or through                     on-line letter of
credit software acceptable to such Issuer, and shall specify                     in form
and detail satisfactory to such Issuer: (i) the Letter of Credit to be
                    renewed; (ii) the proposed date of notification of renewal of the
Letter of                     Credit (which shall be a Business Day); (iii) the revised
expiry date of the                     Letter of Credit; and (iv) such other matters as
such Issuer may require. No                     Issuer shall be under any obligation so
to renew any Letter of Credit if: (A)                     such Issuer would have no
obligation at such time to issue or amend such Letter                     of Credit in
its renewed form under the terms of this Agreement; or (B) the
                    beneficiary of any such Letter of Credit does not accept the proposed
renewal of                     the Letter of Credit (and no Issuer shall so renew any
Letter of Credit if such                     Issuer has received a notice of the type
described in the second sentence of clause (b)). If any outstanding Letter of
Credit shall provide that it                     shall be automatically renewed unless
the beneficiary thereof receives notice                     from the applicable Issuer
that such Letter of Credit shall not be renewed, and                     if at the time
of renewal such Issuer would be entitled to authorize the                     automatic
renewal of such Letter of Credit in accordance with this subsection
                    3.02(d) upon the request of the Company but such Issuer shall not
have                     received any L/C Amendment Application from the Company with
respect to such                     renewal or other written direction by the Company
with respect thereto, such                     Issuer shall nonetheless be permitted to
allow such Letter of Credit to renew,                     and the Company and the Lenders
hereby authorize such renewal, and, accordingly,                     such Issuer shall be
deemed to have received an L/C Amendment Application from                     the Company
requesting such renewal.  








45 










	 	        (e)    
                    Each Issuer may, at its election (or as required by the Agent at the
direction                     of the Required Lenders), deliver any notice of termination
or other                     communication to any Letter of Credit beneficiary or
transferee, and take any                     other action as necessary or appropriate, at
any time and from time to time, in                     order to cause the expiry date of
such Letter of Credit to be a date not later                     than the 730 days after
the Revolving Termination Date.  







	 	        (f)    
                    This Agreement shall control in the event of any conflict with any
L/C-Related                     Document (other than any Letter of Credit).  







	 	        (g)    
                    Each Issuer will also deliver to the Agent, concurrently or promptly
following                     its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of                     Credit, to an advising bank or a beneficiary,
a true and complete copy of each                     such Letter of Credit or amendment
to or renewal of a Letter of Credit.  







        3.03    
Risk Participations, Drawings and Reimbursements. (a) Immediately upon the
Issuance of a Letter of Credit by an Issuer, each Revolving Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from such Issuer a
participation in such Letter of Credit and each drawing thereunder in an amount equal to
the product of (i) the Pro Rata Share of such Revolving Lender, times (ii) the Dollar
Equivalent of the maximum amount available to be drawn under such Letter of Credit and
the amount of such drawing, respectively. For purposes of Section 2.01, each
Issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of
each Revolving Lender by an amount equal to the amount of such participation.  




46 










	 	        (b)    
                    In the event of any request for a drawing under a Letter of Credit by
the                     beneficiary or transferee thereof, the applicable Issuer will
promptly notify                     the Company. The Company shall (or, if the applicable
Letter of Credit was                     issued jointly for the account of the Company
and a Subsidiary, shall cause such                     Subsidiary to) reimburse the
applicable Issuer prior to 11:00 a.m. (local time)                     on each date that
any amount is paid by such Issuer under any Letter of Credit                     (each
such date, an “Honor Date”) in the same currency as was
                    paid by such Issuer or, at the Company’s option, in an amount in
Dollars                     equal to the Dollar Equivalent of the amount so paid by such
Issuer; provided that if the Company does not receive notice of the amount paid
                    by such Issuer prior to 10:00 a.m. (Chicago time) on such Honor Date,
the                     Company shall (or shall cause the applicable Subsidiary to)
reimburse such                     Issuer not later than 10:00 a.m. (local time) on the
Business Day immediately                     following the date on which the Company
receives notice of the amount so paid by                     such Issuer (and such
reimbursement shall include interest for the period from                     the Honor
Date to the date of reimbursement at the Base Rate (or such other rate
                    as the Company and such Issuer shall agree) on the Dollar Equivalent
amount of                     the amount so reimbursed). If the Company or the applicable
Subsidiary fails to                     reimburse an Issuer for the full amount of any
drawing under any Letter of                     Credit by the time specified in the
previous sentence, such Issuer will promptly                     notify the Agent and the
Agent will promptly notify each Lender thereof, and the                     Company shall
be deemed to have requested that Base Rate Loans in a Dollar
                    Equivalent amount equal to such unreimbursed amount be made by the
Revolving                     Lenders on the date of receipt by the Agent of such notice
(or, if such notice                     is received by the Agent after 11:00 a.m.
(Chicago time) on any Business Day, on                     the immediately following
Business Day, subject to the amount of the unutilized                     portion of the
Aggregate Revolving Commitment and subject to the conditions set
                    forth in Section 5.02. Any notice given by an Issuer or the
Agent                     pursuant to this subsection 3.03(b) may be oral if
immediately confirmed                     in writing (including by facsimile); provided that
the lack of such an                     immediate confirmation shall not affect the
conclusiveness or binding effect of                     such notice.  







	 	        (c)    
                    Each Revolving Lender shall upon any notice pursuant to subsection
                    3.03(b) make available to the Agent for the account of the
relevant Issuer                     an amount in Dollars and in immediately available
funds equal to its Pro Rata                     Share of the Dollar Equivalent of the
amount of the drawing, whereupon the                     participating Revolving Lenders
shall (subject to subsection 3.03(d))                    each be deemed to have
made a Revolving Loan consisting of a Base Rate Loan to                     the Company
in that amount. If any Revolving Lender so notified fails to make
                    available to the Agent for the account of the relevant Issuer the
amount of such                     Revolving Lender’s Pro Rata Share of the Dollar
Equivalent of the amount of                     the drawing by no later than 12:00 noon
(local time) on the Honor Date, then                     interest shall accrue on such
Revolving Lender’s obligation to make such                     payment, from the
Honor Date to the date such Revolving Lender makes such                     payment, at a
rate per annum equal to the Federal Funds Rate in effect from time                     to
time during such period. The Agent will promptly give notice of the
                    occurrence of the Honor Date, but failure of the Agent to give any
such notice                     on the Honor Date or in sufficient time to enable any
Revolving Lender to effect                     such payment on such date shall not
relieve such Revolving Lender from its                     obligations under this Section
3.03.  








47 









	 	        (d)    
                    With respect to any unreimbursed drawing that is not converted into
Revolving                     Loans consisting of Base Rate Loans to the Company in whole
or in part, because                     of the Company’s failure to satisfy the
conditions set forth in Section                     5.02 or for any other reason,
the Company shall be deemed to have incurred                     from the applicable
Issuer an L/C Borrowing in the Dollar Equivalent of the                     amount of
such drawing, which L/C Borrowing shall be due and payable on demand
                    (together with interest) and shall bear interest at a rate per annum
equal to                     the Base Rate plus 2.0% per annum, and each Revolving
Lender’s                     payment to such Issuer pursuant to subsection 3.03(c) shall
be deemed                     payment in respect of its participation in such L/C
Borrowing and shall                     constitute an L/C Advance from such Revolving
Lender in satisfaction of its                     participation obligation under this Section
3.03.  







	 	        (e)    
                    Each Revolving Lender’s obligation in accordance with this
Agreement to                     make the Revolving Loans or L/C Advances, as
contemplated by this Section                     3.03, as a result of a drawing
under a Letter of Credit, shall be absolute                     and unconditional and
without recourse to the applicable Issuer and shall not be                     affected
by any circumstance, including (i) any set-off, counterclaim,
                    recoupment, defense or other right which such Revolving Lender may
have against                     such Issuer, the Company or any other Person for any
reason whatsoever; (ii) the                     occurrence or continuance of a Default,
an Event of Default or a Material                     Adverse Effect; or (iii) any other
circumstance, happening or event whatsoever,                     whether or not similar
to any of the foregoing; provided that each                     Revolving Lender’s
obligation to make Revolving Loans under this Section                     3.03 is
subject to the conditions set forth in Section 5.02.  







        3.04    
Repayment of Participations. (a) Upon (and only upon) receipt by the Agent for the
account of the applicable Issuer of immediately available funds in Dollars from the
Company (i) in reimbursement of any payment made by such Issuer under the Letter of
Credit with respect to which any Revolving Lender has paid the Agent for the account of
such Issuer for such Revolving Lender’s participation in the Letter of Credit
pursuant to Section 3.03 or (ii) in payment of interest thereon, the Agent will
promptly pay to each Revolving Lender, in the same funds as those received by the Agent
for the account of such Issuer, the amount of such Revolving Lender’s Pro Rata Share
of such funds, and such Issuer shall receive the amount of the Pro Rata Share of such
funds of any Revolving Lender that did not so pay the Agent for the account of such
Issuer.  




	 	        (b)    
                    If the Agent or an Issuer is required at any time to return to the
Company, or                     to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency                     Proceeding, any portion of the payments
made by the Company to the Agent for the                     account of such Issuer
pursuant to subsection 3.04(a) in reimbursement of                     a payment
made under the Letter of Credit or interest or fee thereon, each
                    Revolving Lender shall, on demand of the Agent, forthwith return to
the Agent or                     such Issuer the amount of its Pro Rata Share of any
amounts so returned by the                     Agent or such Issuer plus interest
thereon from the date such demand is                     made to the date such amounts
are returned by such Revolving Lender to the Agent                     or such Issuer, at
a rate per annum equal to the Federal Funds Rate in effect                     from time
to time.  







48 










        3.05    
Role of the Issuers. (a) Each Lender and the Company agree that, in paying any
drawing under a Letter of Credit, the applicable Issuer shall not have any responsibility
to obtain any document (other than any sight draft and certificates expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any
such document or the authority of the Person executing or delivering any such document.  




	 	        (b)    
                    No Agent-Related Person nor any of the respective correspondents,
participants                     or assignees of the Issuers shall be liable to any
Lender for: (i) any action                     taken or omitted in connection herewith at
the request or with the approval of                     the Lenders (including the
Required Lenders or all Lenders, as applicable); (ii)                     any action
taken or omitted in the absence of gross negligence or willful
                    misconduct; or (iii) the due execution, effectiveness, validity or
                    enforceability of any L/C-Related Document.  







	 	        (c)    
                    The Company hereby assumes all risks of the acts or omissions of any
beneficiary                     or transferee with respect to its use of any Letter of
Credit; provided                    that this assumption is not intended to, and
shall not, preclude the                     Company’s pursuing such rights and
remedies as it may have against the                     beneficiary or transferee at law
or under any other agreement. No Agent-Related                     Person, nor any of the
respective correspondents, participants or assignees of                     any Issuer,
shall be liable or responsible for any of the matters described in clauses (i) through
(vi) of Section 3.06; provided                    that anything in
such clauses to the contrary notwithstanding, the Company may                     have a
claim against an Issuer, and an Issuer may be liable to the Company, to
                    the extent, but only to the extent, of any direct, as opposed to
consequential                     or exemplary, damages suffered by the Company which the
Company proves were                     caused by such Issuer’s willful misconduct
or gross negligence, such                     Issuer’s willful failure to pay under
any Letter of Credit after the                     presentation to it by the beneficiary
of a sight draft and certificate(s)                     strictly complying with the terms
and conditions of a Letter of Credit or such                     other actions or
omissions as may be agreed between the Company and such Issuer                     (it
being understood that any such claim shall be solely against the applicable
                    Issuer and shall not affect the Company’s obligations hereunder
to the                     other parties hereto). In furtherance and not in limitation of
the foregoing:                     (i) any Issuer may accept documents that appear on
their face to be in order,                     without responsibility for further
investigation, regardless of any notice or                     information to the
contrary; and (ii) no Issuer shall be responsible for the                     validity or
sufficiency of any instrument transferring or assigning or                     purporting
to transfer or assign a Letter of Credit or the rights or benefits
                    thereunder or proceeds thereof, in whole or in part, which may prove
to be                     invalid or ineffective for any reason.  







        3.06    
Obligations Absolute. The obligations of the Company under this Agreement and any
L/C-Related Document to reimburse the applicable Issuer for a drawing under a Letter of
Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted
into Revolving Loans, shall be unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement and each such other L/C-Related Document
under all circumstances, including the following:  




49 











	 	        (i)    
               any lack of validity or enforceability of this Agreement or any
L/C-Related                Document;  







	 	        (ii)    
               any change in the time, manner or place of payment of, or in any other
term of,                all or any of the obligations of the Company in respect of any
Letter of Credit                or any other amendment or waiver of or any consent to
departure from all or any                of the L/C-Related Documents;  







	 	        (iii)    
               the existence of any claim, set-off, defense or other right that the
Company may                have at any time against any beneficiary or any transferee of
any Letter of                Credit (or any Person for whom any such beneficiary or any
such transferee may                be acting), such Issuer or any other Person, whether
in connection with this                Agreement, the transactions contemplated hereby or
by the L/C-Related Documents                or any unrelated transaction;  







	 	        (iv)    
               any draft, demand, certificate or other document presented under any
Letter of                Credit proving to be forged, fraudulent, invalid or insufficient
in any respect                or any statement therein being untrue or inaccurate in any
respect; or any loss                or delay in the transmission or otherwise of any
document required in order to                make a drawing under any Letter of Credit;  







	 	        (v)    
               any payment by such Issuer under any Letter of Credit against presentation
of a                draft or certificate that does not strictly comply with the terms of
any Letter                of Credit; or any payment made by such Issuer under any Letter
of Credit to any                Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee                for the benefit of creditors, liquidator,
receiver or other representative of or                successor to any beneficiary or any
transferee of any Letter of Credit,                including any arising in connection
with any Insolvency Proceeding;  







	 	        (vi)    
               any exchange, release or non-perfection of any collateral, or any release
or                amendment or waiver of or consent to departure from any other
guarantee, for all                or any of the obligations of the Company in respect of
any Letter of Credit; or  







	 	        (vii)    
               any other circumstance or happening whatsoever, whether or not similar to
any of                the foregoing, including any other circumstance that might
otherwise constitute                a defense available to, or a discharge of, the
Company or a guarantor.  







        3.07    
Backup Support. The Company will, not later than five Business Days prior to the
scheduled Revolving Termination Date (or, if earlier, the date of termination or
reduction to zero of the Aggregate Revolving Commitment), cause each Letter of Credit to
be a Supported Letter of Credit.  




        3.08    
Letter of Credit Fees. (a) The Company shall pay to the Agent for the account of
each of the Revolving Lenders a letter of credit fee with respect to the Letters of
Credit equal to the Applicable LC Fee Rate times the Dollar Equivalent of the average
daily maximum amount available to be drawn of the outstanding Letters of Credit at any
time during the remaining term thereof, computed on a quarterly basis in arrears on the
last Business Day of each calendar quarter based upon Letters of Credit outstanding for
that quarter as calculated by the Agent. Such letter of credit fees shall be due and
payable quarterly in arrears on the last Business Day of each calendar quarter during
which Letters of Credit are outstanding, commencing on the first such quarterly date to
occur after the Effective Date, through the Maturity Date (or such later date upon which
the outstanding Letters of Credit shall expire), with the final payment to be made on the
Maturity Date (or such later expiration date).  




50 










	 	        (b)    
                    The Company shall pay to each Issuer a letter of credit fronting fee
with                     respect to the Letters of Credit issued by such Issuer in the
amounts and at the                     times agreed to by the Company and such Issuer.  







	 	        (c)    
                    The Company shall pay to each Issuer from time to time on demand the
normal                     issuance, presentation, amendment and other processing fees,
and other standard                     costs and charges, of such Issuer relating to
letters of credit as from time to                     time in effect.  







        3.09    
Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the
applicable Issuer and the Company when a Letter of Credit is issued (including any such
agreement applicable to a Letter of Credit outstanding on the date hereof), (a) the rules
of the “International Standby Practices 1998” published by the Institute of
International Banking Law &Practice (or such later version thereof as may be in
effect at the time of issuance) (“ISP98”) shall apply to each standby
Letter of Credit, and (b) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at the time
of issuance (the “UCP”) shall apply to each commercial Letter of Credit
(it being understood that the Company may request that any particular Letter of Credit be
governed by either ISP98 or the UCP, as selected by the Company).  




        3.10    
Utilization of Offshore Currencies. In the case of a proposed Issuance of a Letter
of Credit denominated in an Offshore Currency, the applicable Issuer shall be under no
obligation to issue such Letter of Credit if such Issuer cannot issue Letters of Credit
denominated in the requested Offshore Currency, in which event such Issuer will give
notice to the Company no later than 10:30 a.m. (local time) on the third Business Day
prior to the date of such issuance that the Issuance in the requested Offshore Currency
is not then available. If the applicable Issuer shall have so notified the Company that
any such Issuance in a requested Offshore Currency is not then available, then such
requested Letter of Credit shall not be issued unless the Company, by notice to such
Issuer not later than 5:00 p.m. (local time) three Business Days prior to the requested
date of such Issuance, requests that the Letter of Credit be denominated in Dollars and
issued in an equivalent aggregate amount, in which case the Letter of Credit shall be so
denominated and issued.  




ARTICLE IV  



TAXES, YIELD
PROTECTION AND ILLEGALITY 



        4.01    
Taxes. (a) Any and all payments by each Borrower to each Lender or the Agent under
this Agreement and any other Loan Document shall be made free and clear of, and without
deduction or withholding for, any Taxes. In addition, each Borrower shall pay all Other
Taxes.  





51 









	 	        (b)    
                    If any Borrower shall be required by law to deduct or withhold any
Taxes, Other                     Taxes or Further Taxes from or in respect of any sum
payable hereunder to any                     Lender or the Agent, then:  







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







	 	        (ii)    
                    such Borrower shall make such deductions and withholdings;  







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







	 	        (iv)    
                    such Borrower shall also pay to each Lender or the Agent for the
account of such                     Lender, at the time interest is paid, Further Taxes
in the amount that the                     respective Lender specifies as necessary to
preserve the after-tax yield the                     Lender would have received if such
Taxes, Other Taxes or Further Taxes had not                     been imposed.  







	 	        (c)    
                    Each Borrower agrees to indemnify and hold harmless each Lender and
the Agent                     for the full amount of (i) Taxes, (ii) Other Taxes, and
(iii) Further Taxes in                     the amount that the respective Lender
specifies as necessary to preserve the                     after-tax yield the Lender
would have received if such Taxes, Other Taxes or                     Further Taxes had
not been imposed, and any liability (including penalties                     (except to
the extent arising from the gross negligence or willful misconduct of
                    the Agent or such Lender), interest, additions to tax and expenses)
arising                     therefrom or with respect thereto, whether or not such Taxes,
Other Taxes or                     Further Taxes were correctly or legally asserted.
Payment under this                     indemnification shall be made within 30 days after
the date the Lender or the                     Agent makes written demand therefor.  







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







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







52 










	 	        (f)    
                    Each Lender shall, promptly upon request by the Company, deliver to
the Company                     copies of all completed and executed forms reasonably
deemed necessary by any                     Borrower in connection with the payment of
amounts demanded by such Lender                     pursuant to the foregoing clause
(c).  







        4.02    
Illegality. (a) If any Lender determines that the introduction after the date
hereof of any Requirement of Law, or any change after the date hereof in any Requirement
of Law or in the interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted that it
is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund
Offshore Rate Loans, or to determine or charge interest rates based upon the Offshore
Rate, or any Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the interbank market,
then, on notice thereof by the Lender to the Company through the Agent, any obligation of
that Lender to make or continue Offshore Rate Loans or to convert Base Rate Loans to
Offshore Rate Loans shall be suspended until such Lender notifies the Agent and the
Company that the circumstances giving rise to such determination no longer exist, at
which time such Lender shall promptly notify the Agent and the Company and such Bank’s
obligation to make Offshore Rate Loans shall be reinstated.  




	 	        (b)    
                    If a Lender determines that it is unlawful to maintain any Offshore
Rate Loan,                     the applicable Borrower shall, upon the receipt by the
Company of notice of such                     fact and demand from such Lender (with a
copy to the Agent), prepay in full such                     Offshore Rate Loans of that
Lender then outstanding, together with interest                     accrued thereon and
amounts required under Section 4.04, either on the                     last day of
the Interest Period thereof, if the Lender may lawfully continue to
                    maintain such Offshore Rate Loans to such day, or immediately, if the
Lender may                     not lawfully continue to maintain such Offshore Rate Loan.
If a Borrower is                     required to so prepay any Offshore Rate Loan, then
concurrently with such                     prepayment, the Company (regardless of whether
the Company is the initial                     Borrower) shall borrow from the affected
Lender, in the amount of such                     repayment, a Base Rate Loan.  







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







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







        4.03    
Increased Costs and Reduction of Return. (a) If any Lender determines in good
faith that, due to either (i) the introduction of or any change (other than any
change by way of imposition of or increase in reserve requirements included in the
calculation of the Offshore Rate) in or in the interpretation of any law or regulation
made after the Effective Date or (ii) the compliance by that Lender with any
guideline or request from any central bank or other Governmental Authority (whether or
not having the force of law), there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining any Offshore Rate Loans or
participating in Letters of Credit or Fronted Offshore Currency Loans or any reduction in
the amount of any sum received or receivable by such Lender hereunder, or, in the case of
any Issuer, any increase in the cost to such Issuer of agreeing to issue, issuing or
maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining
any unpaid drawing under any Letter of Credit or any reduction in the amount of any sum
received or receivable by such Issuer hereunder, then such Borrower shall be liable for,
and shall from time to time, within 10 days after demand (with a copy of such demand to
be sent to the Agent), pay to the Agent for the account of such Lender, additional
amounts as are sufficient to compensate such Lender for such increased costs or
reduction.  




53 










	 	        (b)    
                    If any Lender shall have determined that (i) the introduction of any
Capital                     Adequacy Regulation made after the Effective Date, (ii) any
change in any                     Capital Adequacy Regulation made after the Effective
Date, (iii) any change in                     the interpretation or administration of any
Capital Adequacy Regulation by any                     central bank or other Governmental
Authority charged with the interpretation or                     administration thereof
made after the Effective Date, or (iv) compliance by the                     Lender (or
its Lending Office) or any corporation controlling the Lender with
                    any Capital Adequacy Regulation, affects or would affect the amount
of capital                     required or expected to be maintained by the Lender or any
corporation                     controlling the Lender and (taking into consideration
such Lender’s or such                     corporation’s policies with respect
to capital adequacy and such                     Lender’s desired return on capital)
determines that the amount of such                     capital is increased as a
consequence of its Commitment, loans, letters of                     credit, credits or
obligations under this Agreement, then, within 10 days after                     demand
of such Lender to the Company through the Agent, the applicable Borrower
                    shall pay to the Lender, from time to time as specified by the
Lender,                     additional amounts sufficient to compensate the Lender for
such increase.  







        4.04    
Funding Losses. Each Borrower shall reimburse each Lender upon demand and hold
each Lender harmless from any loss or expense which the Lender may sustain or incur as a
consequence of:  




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







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







	 	        (c)    
                    the failure of such Borrower to make any prepayment in accordance
with any                     notice delivered under Section 2.10;  







	 	        (d)    
                    any continuation, conversion, prepayment (including pursuant to Section
                    2.11) or other payment (including after acceleration thereof or
pursuant to Section 2.08(c)) of an Offshore Rate Loan on a day that is not the
last                     day of the relevant Interest Period;  







54 










	 	        (e)    
                    any assignment of an Offshore Rate Loan on a day other than the last
day of the                     relevant Interest Period as a result of a request by the
Company pursuant to Section 4.07; or  







	 	        (f)    
                    the automatic conversion under Section 2.04 of any Offshore
Rate Loan to                     a Base Rate Loan on a day that is not the last day of
the relevant Interest                     Period;  







including any such loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain its
Offshore Rate Loans or from fees payable to terminate the deposits from which such funds
were obtained. For purposes of calculating amounts payable by the Borrowers to the Lenders
under this Section and under subsection 4.03(a), each Offshore Rate Loan made by a
Lender (and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the Offshore Base Rate used in determining the
Offshore Rate for such Offshore Rate Loan by a matching deposit or other borrowing in the
interbank eurodollar market for a comparable amount and for a comparable period, whether
or not such Offshore Rate Loan was in fact so funded. 



        4.05    
Inability to Determine Rates. If the Agent determines that for any reason that (a)
deposits (whether in Dollars or an Alternate Currency) are not being offered to banks in
the offshore interbank eurodollar market for the applicable amount and Interest Period of
such Offshore Rate Loan, (b) adequate and reasonable means do not exist for determining
the Offshore Rate for an Applicable Currency for any requested Interest Period with
respect to a proposed Offshore Rate Loan or (c) the Offshore Rate applicable pursuant to
subsection 2.13(a) for an Applicable Currency for any requested Interest Period
with respect to a proposed Offshore Rate Loan does not adequately and fairly reflect the
cost to the Lenders of funding such Loan, the Agent will promptly so notify the Company
and each Lender. Thereafter, the obligation of the Lenders to make or maintain Offshore
Rate Loans hereunder in such Applicable Currency shall be suspended until the Agent
revokes such notice in writing. Upon receipt of such notice, the Company may revoke any
Notice of Borrowing or Notice of Conversion/Continuation then submitted by it or any
other Borrower. If the Company does not revoke such Notice, then the Lenders shall make,
convert or continue the Loans, as proposed by the Company, in the amount specified in the
applicable notice submitted by the Company, but such Loans shall be made, converted or
continued as Base Rate Loans instead of Offshore Rate Loans, as the case may be, and such
Loans shall be assumed by the Company notwithstanding the fact that the Loans may
initially have been made to a Subsidiary Borrower.  




        4.06    
Certificates of Lenders. Any Lender claiming reimbursement or compensation under
this Article IV shall deliver to the Company (with a copy to the Agent)
contemporaneously with the demand for payment a certificate setting forth in reasonable
detail the basis for, and a calculation of, the amount payable to the Lender hereunder
and such certificate shall be conclusive and binding on the applicable Borrower in the
absence of manifest error.  





55 









        4.07    
Substitution of Lenders.Upon any Lender becoming a Defaulting Lender or upon the
receipt by the Company from any Lender (together with any Defaulting Lender, an “Affected
Lender”) of a claim for compensation under Section 4.03, of notice that
it cannot make Offshore Rate Loans under Section 4.02, or of a claim for Taxes,
Other Taxes or Further Taxes under Section 4.01, then the Agent, at the Company’s
direction, shall: (i) request the Affected Lender to use good faith efforts to obtain a
replacement bank or financial institution satisfactory to the Company to acquire and
assume all or a ratable part of all of such Affected Lender’s Loans and Commitments
at the face amount thereof (a “Replacement Lender”); (ii) request one
more of the other Lenders to acquire and assume all or part of such Affected Lender’s
Loans and Commitments; or (iii) designate a Replacement Lender. Any such designation of a
Replacement Lender under clause (i) or (iii) shall be subject to the prior
written consent of the Agent (which consent shall not be unreasonably withheld).  




        4.08    
Notice of Defaulting Lender. The Administrative Agent agrees to promptly notify
the Company upon any Lender becoming a Defaulting Lender (but the Administrative Agent
shall have no liability for any failure to give, or any delay in giving, any such
notice).  




        4.09    
Survival. The agreements and obligations of the Borrowers in this Article IV shall
survive the payment of all other Obligations, and no Borrower will have an obligation to
pay any amount hereunder unless a demand is made within 180 days after the date upon
which the Agent’s or applicable Lender’s right to reimbursement arises.  




ARTICLE V  



CONDITIONS PRECEDENT 



        5.01    
Initial Credit Extension. The Lenders and the Issuers shall not be required to
make the initial Credit Extension hereunder unless the Agent shall have received all of
the following, in form and substance satisfactory to the Agent and each Lender, and in
sufficient copies for each Lender:  





	 	        (a)    
Credit Agreement and Notes. This Agreement and each requested Note
                    executed by each party thereto.  







	 	        (b)    
Resolutions; Incumbency.  







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







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







	 	        (c)    
Organization Documents; Good Standing. Each of the following documents:  







	 	        (i)    
                    the articles or certificate of incorporation and the bylaws of the
Company as in                     effect on the Effective Date, certified by the
Secretary or Assistant Secretary                     of the Company as of the Effective
Date; and  







	 	        (ii)    
                    a good standing certificate or certificate of status for the Company
from the                     Secretary of State (or similar, applicable Governmental
Authority) of its state                     of incorporation;  








56 









	 	        (d)    
Legal Opinion. An opinion of Foley & Lardner LLP, counsel to the
                    Company, addressed to the Agent and the Lenders and in substance
reasonably                     acceptable to the Agent.  







	 	        (e)    
Payment of Fees. (i) Evidence of payment by the Company of all accrued
                    and unpaid fees, costs and expenses to the extent then due and
payable on the                     Effective Date, together with Attorney Costs of Bank
of America to the extent                     invoiced prior to or on the Effective Date,
plus such additional amounts                     of Attorney Costs as shall
constitute Bank of America’s reasonable estimate                     of Attorney
Costs incurred or to be incurred by it through the closing
                    proceedings (provided that such estimate shall not thereafter
preclude final                     settling of accounts between the Company and Bank of
America), including any                     such costs, fees and expenses arising under
or referenced in Section 2.14                    or 11.04; and (ii)
evidence of payment by the Company to the Agent for                     the benefit of
each Lender all upfront fees agreed to by the Company and such
                    Lender.  







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







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







	 	        (ii)    
                    no Default or Event of Default exists or would result from the Credit
Extension                     on such date; and  







	 	        (iii)    
                    there has occurred since September 30, 2003, no event or circumstance
that has                     resulted or could reasonably be expected to result in a
Material Adverse Effect.  







	 	        (g)    
Payment of Principal and Interest. Evidence of payment in full by the
                    Company of the outstanding obligations under the Existing Credit
Agreement (and,                     by its signature hereto, each Lender that is a party
to the Existing Credit                     Agreement waives any requirement that the
Company deliver prior notice of the                     termination of the Existing
Credit Agreement or the commitments thereunder).  








57 









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







Without limiting the generality of
the provisions of Section 10.04, for purposes of determining compliance with the
conditions specified in this Section 5.01, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Agent shall have received notice from
such Lender prior to the proposed Effective Date specifying its objection thereto. The
Agent shall promptly notify the Company and the Lenders of the occurrence of the Effective
Date which notice shall be conclusive and binding. 



        5.02    
Conditions to All Credit Extensions. The obligation of each Lender to make any
Loan to be made by it (including its initial Loan) and the obligation of any Issuer to
Issue any Letter of Credit (including the initial Letter of Credit) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing Date or
Issuance Date:  




	 	        (a)    
Notice, Application. The Agent shall have received a Notice of Borrowing
                    or in the case of any Issuance of any Letter of Credit, the
applicable Issuer                     and the Agent shall have received an L/C
Application or L/C Amendment                     Application, as required under Section
3.02;  







	 	        (b)    
Continuation of Representations and Warranties. The representations and
                    warranties in Article VI (excluding (i) the representation and
warranty                     set forth in subsection 6.11(b) and (ii) if the
proceeds of such Credit                     Extension are being used solely to repay
commercial paper borrowings, the                     representation and warranty set
forth in subsection 6.05(b))                     shall be true and correct
in all material respects on and as of such Borrowing                     Date or Issuance
Date with the same effect as if made on and as of such                     Borrowing Date
or Issuance Date (except to the extent such representations and
                    warranties expressly refer to an earlier date, in which case they
shall be true                     and correct as of such earlier date); and  







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







Each Notice of Borrowing submitted by
a Borrower hereunder and each L/C Application or L/C Amendment Application submitted by
the Company hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each Borrowing Date or Issuance
Date, as applicable, that the conditions in this Section 5.02 are satisfied. 



        5.03    
Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make
Loans to any Subsidiary Borrower unless (a) the conditions precedent set forth in Sections
5.01 and 5.02 have been satisfied and (b) such Subsidiary Borrower has
furnished to the Agent with sufficient copies for the Lenders:  




58 










	 	        (a)    
Resolutions; Incumbency.  







	 	        (i)    
                    Copies of the resolutions of the board of directors (or similar
governing body)                     of such Subsidiary Borrower authorizing the
transactions contemplated hereby,                     certified as of the Effective Date
by the Secretary or an Assistant Secretary or                     similar officer of such
Subsidiary Borrower; and  







	 	        (ii)    
                    A certificate of the Secretary or Assistant Secretary or similar
officer of such                     Subsidiary Borrower certifying the names and true
signatures of the officers of                     such Subsidiary Borrower authorized to
execute, deliver and perform, as                     applicable, this Agreement, and all
other Loan Documents to be delivered by it                     hereunder.  







	 	        (b)    
Organization Documents; Good Standing. Each of the following documents:  







	 	        (i)    
                    the articles or certificate of incorporation and the bylaws (or
similar                     governing documents) of such Subsidiary Borrower as in effect
on the Effective                     Date, certified by the Secretary or Assistant
Secretary (or the general partner,                     if applicable) of such Subsidiary
Borrower as of the Effective Date; and  







	 	        (ii)    
                    a good standing certificate or certificate of status for such
Subsidiary                     Borrower from the Secretary of State (or similar,
applicable Governmental                     Authority) of its jurisdiction of formation
(to the extent applicable).  







	 	        (c)    
Legal Opinion. A written opinion of counsel to such Subsidiary Borrower,
                    addressed to the Agent and the Lenders and in substance reasonably
acceptable to                     the Agent.  







	 	        (d)    
Notes. A Note of such Subsidiary Borrower for each Lender that has
                    requested Notes pursuant to subsection 2.02(b).  







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







ARTICLE VI  



REPRESENTATIONS AND
WARRANTIES  



        The
Company represents and warrants to the Agent and each Lender that both before and after
giving effect to the consummation of the transactions contemplated by the Loan Documents: 



        6.01    
    Corporate Existence and Power.  The Company, each Subsidiary Borrower and each of its
Material Subsidiaries: 





59 









	 	        (a)    
                    is a corporation duly organized, validly existing and, to the extent
applicable                     to such entity, in good standing under the laws of the
jurisdiction of its                     incorporation;  







	 	        (b)    
                    has the power and authority and all governmental licenses,
authorizations,                     consents and approvals to (i) own its assets and to
carry on its business in all                     material respects and (ii) to execute,
deliver, and perform its obligations                     under the Loan Documents to
which it is a party;  







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







	 	        (d)    
                    is in compliance with all Requirements of Law;  







	 	
except,
in each case referred to in subsection (b)(i), (c) or (d), to the
extent that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.  






        6.02    
Corporate Authorization; No Contravention. The execution, delivery and performance
by each Loan Party of each Loan Document to which such Person is party have been duly
authorized by all necessary corporate or other action, and do not and will not:  




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







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







	 	        (c)    
                    violate any Requirement of Law.  







        6.03    
Governmental Authorization. No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority (except those
that have been obtained and remain in effect) is necessary or required to be made or
obtained by any Loan Party in connection with the execution, delivery or performance by
any Loan Party of this Agreement or any other Loan Document or for the enforcement of
this Agreement (including Article XII) against the Company.  




        6.04    
Binding Effect. This Agreement and each other Loan Document to which any Loan
Party is a party constitute the legal, valid and binding obligations of such Loan Party,
enforceable against such Loan Party in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability.  




60 










        6.05    
Litigation. There are no actions, suits or proceedings pending or, to the best
knowledge of the Company, threatened, at law, in equity, in arbitration or before any
Governmental Authority, against the Company, or its Subsidiaries or any of their
respective properties:  




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







	 	        (b)    
                    as to which there exists a substantial likelihood of an adverse
determination,                     which determination could reasonably be expected to
have a Material Adverse                     Effect.  







        6.06    
No Default. Neither the Company nor any Material Subsidiary is in default under or
with respect to any Contractual Obligation which, individually or together with all such
defaults, could reasonably be expected to have a Material Adverse Effect.  




        6.07    
    ERISA Compliance.  Except as specifically disclosed in Schedule 6.07: 




	 	        (a)    
                    Each Plan is in compliance with the applicable provisions of ERISA,
the Code and                     other federal or state law, except where the failure to
be in compliance could                     not reasonably be expected to have a Material
Adverse Effect. Each Plan which is                     intended to qualify under Section
401(a) of the Code has received a favorable                     determination letter from
the IRS, except to the extent that the failure to                     receive such letter
could not reasonably be expected to have a Material Adverse                     Effect,
and, to the best knowledge of the Company, nothing has occurred which
                    would cause the loss of such qualification, except to the extent that
such loss                     would not reasonably be expected to have a Material Adverse
Effect. Except to                     the extent that the failure to do so could not
reasonably be expected to have a                     Material Adverse Effect, the Company
and each ERISA Affiliate have made all                     required contributions to all
Plans subject to Section 412 of the Code, and no                     application for a
funding waiver or an extension of any amortization period                     pursuant to
Section 412 of the Code has been made with respect to any Plan.  







	 	        (b)    
                    There are no pending or, to the best knowledge of Company, threatened
claims,                     actions or lawsuits, or action by any Governmental Authority,
with respect to                     any Plan which has resulted or could reasonably be
expected to result in a                     Material Adverse Effect. There has been no
prohibited transaction or violation                     of the fiduciary responsibility
rules with respect to any Plan which has                     resulted or could reasonably
be expected to result in a Material Adverse Effect.  







	 	        (c)    
                    Except to the extent that the following could not reasonably be
expected to have                     a Material Adverse Effect, (i) no ERISA Event has
occurred or is reasonably                     expected to occur; (ii) no Pension Plan has
any Unfunded Pension Liability;                     (iii) neither the Company nor any
ERISA Affiliate has incurred, or reasonably                     expects to incur, any
liability under Title IV of ERISA with respect to Pension                     Plans
(other than premiums due and not delinquent under Section 4007 of ERISA);
                    (iv) neither the Company nor any ERISA Affiliate has incurred, or
reasonably                     expects to incur, any liability (and no event has occurred
which, with the                     giving of notice under Section 4219 of ERISA, would
result in such liability)                     under Section 4201 or 4243 of ERISA with
respect to Multiemployer Plan; and (v)                     neither the Company nor any
ERISA Affiliate has engaged in a transaction that                     could reasonably be
expected to be subject to Section 4069 or 4212(c) of ERISA.  








61 









        6.08    
Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used
solely for the purposes set forth in and permitted by Section 7.11. Neither the
Company nor any Material Subsidiary is generally engaged in the business of purchasing or
selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin
Stock.  




        6.09    
Title to Properties. The Company and each Material Subsidiary have good record and
marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of their respective businesses, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Except as disclosed on Schedule 8.01, as of the
Effective Date, the property of the Company and its Subsidiaries is subject to no Liens,
other than Permitted Liens.  




        6.10    
Taxes. Except as disclosed on Schedule 6.10, the Company and its
Subsidiaries have filed all Federal and other material tax returns and reports required
to be filed, and have paid all Federal and other material taxes shown on such returns and
reports and all material assessments imposed by any governmental authority, except for
taxes and assessments that are being contested in good faith by appropriate proceedings
and for which adequate reserves have been provided in accordance with GAAP. There is no
proposed tax assessment against the Company or any Subsidiary that would, if made, have a
Material Adverse Effect.  




        6.11    
Financial Condition. (a) Each of (i) the audited consolidated financial statements
of the Company and its Subsidiaries dated September 30, 2003, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows
for the fiscal year ended on that date, and (ii) the unaudited consolidated financial
statements of the Company and its Subsidiaries dated June 30, 2004 and the related
consolidated statements of income or operations, shareholders’ equity and cash flows
for the nine months ended on that date:  




	 	        (x)                   were
prepared in accordance with GAAP consistently applied throughout the period
               covered thereby, except for the absence of footnotes and as otherwise
expressly                noted therein, subject, in the case of such unaudited financial
statements, to                ordinary, good faith year-end and audit adjustments; and  







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







	 	        (b)              Since
September 30, 2003, there has been no Material Adverse Effect.  








62 









        6.12    
Environmental Matters. The Company and its Subsidiaries conduct in the ordinary
course of business (in a manner sufficient to enable the Company to make the
representation and warranty set forth in this Section 6.12) a review of the effect
of existing Environmental Laws and Environmental Claims on their respective businesses,
operations and properties, and as a result thereof the Company has reasonably concluded
that, except for matters for which adequate reserves are maintained or as specifically
disclosed in Schedule 6.12, the aggregate effects of such Environmental Laws and
Environmental Claims could not reasonably be expected to have a Material Adverse Effect.  




        6.13    
Regulated Entities. None of the Company, any Person controlling the Company, or
any Subsidiary, is an “Investment Company” within the meaning of the Investment
Company Act of 1940. Neither the Company nor any other Borrower is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other U.S. Federal or
state statute or regulation limiting its ability to incur Indebtedness. 6.14 Capitalization;
Subsidiaries. As of the Effective Date, the Company has no Subsidiaries other than
those specifically disclosed in part (a) of Schedule 6.14 hereto and has no equity
investments in any other corporation or entity other than those specifically disclosed in
part (b) of Schedule 6.14. The capitalization of the Company and its Subsidiaries
as of September 21, 2004 is as set forth on part (a) of Schedule 6.14.  




        6.15    
Insurance. Except as specifically disclosed in Schedule 6.15, the
properties of the Company and its Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of the Company in such amounts, with such
deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses and are similarly situated.  




        6.16    
Subsidiary Borrower Supplements. For so long as any Subsidiary shall be a
Subsidiary Borrower, the representations and warranties of such Subsidiary in such
Subsidiary’s Subsidiary Borrower Supplement are true and correct in all material
respects.  




        6.17    
Full Disclosure. None of the representations or warranties made by any Loan Party
in the Loan Documents as of the date such representations and warranties are made or
deemed made, and none of the statements contained in any exhibit, report, statement or
certificate furnished by or on behalf of any Loan Party in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on behalf of
the Company to the Lenders prior to the Effective Date), contains any untrue statement of
a material fact or omits any material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they are
made, not misleading as of the time when made or delivered (it being understood that any
projections and forecasts provided by the Company or any Subsidiary are based on good
faith estimates and assumptions believed by the Company or such Subsidiary to be
reasonable as of the date of the applicable projections or forecasts and that actual
results during the periods covered by any such projections and forecasts may differ from
projected or forecasted results).  





63 









ARTICLE VII  



AFFIRMATIVE COVENANTS 



        So
long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
(other than any contingent indemnification or similar obligation not yet due and payable)
shall remain unpaid or unsatisfied, or any Letter of Credit (other than any Supported
Letter of Credit) shall remain outstanding, unless the Required Lenders waive compliance
in writing: 



        7.01    
    Financial Statements.  The Company shall deliver to the Agent (which shall promptly
make available to each Lender): 




	 	        (a)    
                    as soon as available, but not later than the earlier of (i) five
Business Days                     after the filing thereof with the SEC and (ii) 105 days
after the end of each                     fiscal year (commencing with the fiscal year
ending September 30, 2004), a copy                     of the audited consolidated
balance sheet of the Company and its Subsidiaries as                     at the end of
such year and the related consolidated statements of income,
                    shareholders’ equity and cash flows for such year, setting forth
in each                     case in comparative form the figures for the previous fiscal
year, and                     accompanied by the opinion of Deloitte & Touche LLP or
another                     nationally-recognized independent public accounting firm (the
                    “Independent Auditor”) which report shall state that
such                     consolidated financial statements present fairly the financial
position for the                     periods indicated in conformity with GAAP and shall
not be qualified or limited                     because of a restricted or limited
examination by the Independent Auditor of any                     material portion of the
Company’s or any Subsidiary’s records;                     provided that if the
Independent Auditor’s report with respect to such                     consolidated
financial statements is a combined report (that is, one report
                    containing both an opinion on such consolidated financial statements
and an                     opinion on internal controls over financial reporting), then
such report may                     include a qualification or limitation relating to the
Company’s system of                     internal controls over financial reporting
due to the exclusion of any acquired                     business from the Independent
Auditor’s management report on internal                     controls over financial
reporting to the extent such exclusion is permitted                     under provisions
published by the SEC or other applicable Governmental                     Authority; and  







	 	        (b)    
                    as soon as available, but not later than the earlier of (i) five
Business Days                     after the filing thereof with the SEC and (ii) 45 days
after the end of each of                     the first three fiscal quarters of each
fiscal year (commencing with the fiscal                     quarter ending December 31,
2004), a copy of the unaudited consolidated balance                     sheet of the
Company and its Subsidiaries as of the end of such fiscal quarter                     and
the related consolidated statements of income, shareholders’ equity and
                    cash flows for the period commencing on the first day and ending on
the last day                     of such fiscal quarter, together with a consolidating
income statement for such                     period, and certified by a Responsible
Officer as fairly presenting, in                     accordance with GAAP (subject to
good faith year-end and audit adjustments and                     the absence of
footnotes), the financial position and the results of operations                     of
the Company and the Subsidiaries.  








64 









        7.02    
    Certificates;  Other  Information.  The Company  shall  furnish to the Agent  (which
 shall  promptly  make  available to each Lender): 




	 	        (a)    
                    concurrently with the delivery of the financial statements referred
to in subsection 7.01(a), a certificate of the Independent Auditor stating that
                    in making the examination necessary therefor no knowledge was
obtained of any                     Default or Event of Default, except as specified in
such certificate;  







	 	        (b)    
                    concurrently with the delivery of the financial statements referred
to in subsections 7.01(a) and (b), a Compliance Certificate executed by
                    a Responsible Officer;  







	 	        (c)    
                    concurrently with the delivery of the financial statements referred
to in subsection 7.01(a), a consolidating income statement for such year (which
                    need not be audited) setting forth in comparative form the figures
for the                     previous fiscal year;  







	 	        (d)    
                    promptly, copies of all financial statements and reports that the
Company sends                     to its shareholders, and copies of all registration
statements (other than                     Exhibits thereto and any registration
statements on Form S-8 or its equivalent)                     and final reports on Forms
10-K and 10-Q that the Company shall have filed with                     the SEC; and  







	 	        (e)    
                    promptly, such additional information regarding the business,
financial position                     or organizational affairs of the Company or any
Subsidiary as the Agent, at the                     request of any Lender, may from time
to time reasonably request.  







Documents required to be delivered
pursuant to Section 7.01 or subsection 7.02(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i)
on which the Company posts such documents, or provides a link thereto on the
Company’s website on the Internet at the website address listed on Schedule
11.02; or (ii) on which such documents are posted on the Company’s behalf on an
Internet or intranet website, if any, to which each Lender and the Agent have access
(whether a commercial, third-party website or whether sponsored by the Agent);
provided that the Company shall notify (which may be by facsimile or electronic
mail) the Agent (which shall notify each Lender) of the posting of any such document and,
promptly upon request by the Agent, provide to the Agent by electronic mail an electronic
version (i.e., a soft copy) of any such document specifically requested by the Agent.
Notwithstanding anything contained herein, in every instance the Company shall be required
to provide paper copies of the Compliance Certificates required by subsection
7.02(b) to the Agent. Except for such Compliance Certificates, the Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by the Company
with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents. 




65 









        7.03    
    Notices.  The Company shall notify the Agent (and the Agent shall promptly thereafter
notify each Lender): 




	 	        (a)    
                    promptly after a Responsible Officer obtains knowledge thereof, of
the                     occurrence of any Default or Event of Default;  







	 	        (b)    
                    promptly after a Responsible Officer obtains knowledge thereof, of
any matter                     that has resulted or could reasonably be expected to
result in a Material                     Adverse Effect; and  







	 	        (c)    
                    promptly, but in no event more than 10 days after such event becomes
known to a                     Responsible Officer, the occurrence of any ERISA Event
that could reasonably be                     expected to result in liability to the
Company and its Subsidiaries in excess of                     $5,000,000 in the
aggregate, and deliver to the Agent and each Lender a copy of                     any
notice with respect to such event that is filed with a Governmental
                    Authority and any notice delivered by a Governmental Authority to the
Company or                     any ERISA Affiliate with respect to such ERISA Event.  







        Each
notice under this Section shall be accompanied by a written statement by a Responsible
Officer setting forth details of the occurrence referred to therein, and stating what
action the Company or any affected Subsidiary proposes to take with respect thereto and at
what time. Each notice under subsection 7.03(a) shall describe with particularity
any and all clauses or provisions of this Agreement or other Loan Document that have been
breached or violated. 



        7.04    
    Preservation of Corporate  Existence,  Etc.  Except as otherwise  expressly
 permitted  hereby,  the Company shall,  and shall cause each Material Subsidiary to: 




	 	        (a)    
                    preserve and maintain in full force and effect its corporate
existence and good                     standing (if applicable) under the laws of its
state or jurisdiction of                     incorporation, except to the extent
otherwise expressly permitted herein;  







	 	        (b)    
                    preserve and maintain in full force and effect all governmental
rights,                     privileges, qualifications, permits, licenses and franchises
necessary or                     desirable in the normal conduct of its business except
in connection with                     transactions permitted by Section 8.03 and
sales of assets permitted by Section 8.02 and except for any of the foregoing the
expiration or                     termination of which could not reasonably be expected
to have a Material Adverse                     Effect;  







	 	        (c)    
                    use reasonable efforts, in the ordinary course of business, to
preserve its                     business organization and goodwill except to the extent
otherwise expressly                     permitted herein; and  








66 









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







        7.05    
Maintenance of Property. The Company shall maintain, and shall cause each
Subsidiary to maintain, and preserve all its property which is used or useful in its
business in good working order and condition, ordinary wear and tear excepted, and make
all necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse Effect.  




        7.06    
Insurance. The Company shall maintain, and shall cause each Material Subsidiary to
maintain, with financially sound and reputable independent insurers, insurance with
respect to its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such other
Persons; providedthat self insurance of risks and in amounts customary in the
Company’s and its Material Subsidiaries’ industry shall be permitted.  




        7.07    
Payment of Taxes. The Company shall, and shall cause each Subsidiary to, pay and
discharge as the same shall become due and payable, all Federal and other material tax
liabilities, assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate proceedings and
adequate reserves in accordance with GAAP are being maintained by the Company or such
Subsidiary.  




        7.08    
Compliance with Laws. The Company shall comply, and shall cause each Subsidiary to
comply, with all Requirements of Law of any Governmental Authority having jurisdiction
over it or its business (including ERISA and the Federal Fair Labor Standards Act),
except (a) such as may be contested in good faith or as to which a bona fide dispute may
exist or (b) to the extent non-compliance could not reasonably be expected to have a
Material Adverse Effect.  




        7.09    
Inspection of Property and Books and Records. The Company shall maintain, and
shall cause each Subsidiary to maintain, books of record and account sufficient to permit
the preparation of consolidated financial statements in conformity with GAAP. The Company
shall permit, and shall cause each Material Subsidiary to permit, representatives and
independent contractors of the Agent or any Lender to visit and inspect any of their
respective properties, to examine their respective corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective directors, officers, and independent
public accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the Company, all at
the expense of such Lender or, if applicable, the Agent; provided that when an
Event of Default exists the Agent or any Lender may do any of the foregoing at the
expense of the Company at any time during normal business hours and without advance
notice.  




67 










        7.10    
Environmental Laws. The Company shall, and shall cause each Subsidiary to, conduct
its operations and keep and maintain its property in compliance with all Environmental
Laws, the violation of which could reasonably be expected to have a Material Adverse
Effect.  




        7.11    
Use of Proceeds. The Company shall use the proceeds of the Loans (a) to finance
Acquisitions made in accordance with Section 8.04 and (b) for working capital,
capital expenditures and other general corporate purposes not in contravention of any
Requirement of Law or of any Loan Document. The Company shall cause Margin Stock to
constitute no more than 25% of the value of the assets of the Company and its
Subsidiaries which are subject to any limitation on sale or pledge, or any similar
restriction, hereunder.  




        7.12    
Additional Guaranties. Effective upon any Person becoming or being required to
become a guarantor of any subordinated Indebtedness of the Company or any Domestic
Subsidiary, the Company shall cause such Person to join as a Guarantor under the
Subsidiary Guaranty.  




        7.13    
Guarantors. The Company shall cause the Obligations to at all times be guaranteed
by Domestic Subsidiaries that, together with the Company, account for (a) not less 80% of
the total assets (excluding assets of Foreign Subsidiaries) of the Company and its
Domestic Subsidiaries and (b) not less 80% of the total revenues (excluding revenues of
Foreign Subsidiaries) of the Company and its Domestic Subsidiaries as of the last day of
any month for the 12-month period ending on such day.  




ARTICLE VIII  



NEGATIVE COVENANTS 



        So
long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
(other than any contingent indemnification or similar obligation not yet due and payable)
shall remain unpaid or unsatisfied, or any Letter of Credit (other than any Supported
Letter of Credit) shall remain outstanding, unless the Required Lenders waive compliance
in writing: 



        8.01    
Limitation on Liens. The Company shall not, and shall not permit any Material
Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any
Lien upon or with respect to any part of its property, whether now owned or hereafter
acquired, other than the following (“Permitted Liens”):  




	 	        (a)    
                    any Lien existing on property of the Company or any Material
Subsidiary on the                     Effective Date and set forth in Schedule 8.01
 securing Indebtedness (or                     commitments therefor) outstanding on
such date;  







	 	        (b)    
                    any Lien created under any Loan Document;  







	 	        (c)    
                    Liens for taxes, fees, assessments or other governmental charges
which are not                     delinquent for more than 90 days or remain payable
without penalty, or to the                     extent that non-payment thereof is
permitted by Section 7.07, provided that no notice of lien has been filed
or recorded under the                     Code;  







68 










	 	        (d)    
                    carriers’, warehousemen’s, mechanics’, landlords’,
                    materialmen’s, repairmen’s or other similar Liens arising
in the                     ordinary course of business which are not delinquent or remain
payable without                     penalty or which are being contested in good faith
and by appropriate                     proceedings, which proceedings have the effect of
preventing the forfeiture or                     sale of the property subject thereto;  







	 	        (e)    
                    Liens (other than any Lien imposed by ERISA) consisting of pledges or
deposits                     required in the ordinary course of business in connection
with workers’                    compensation, unemployment insurance and other
social security legislation;  







	 	        (f)    
                    Liens on the property of the Company or its Material Subsidiaries
securing (i)                     the non-delinquent performance of bids, trade contracts
(other than for borrowed                     money), leases, statutory obligations, (ii)
Contingent Obligations in connection                     with performance bonds, Surety
Bonds and appeal bonds, and (iii) other                     non-delinquent obligations of
a like nature, in each case, incurred in the                     ordinary course of
business (and treating as non-delinquent any delinquency                     which is
being contested in good faith and by appropriate proceedings, which
                    proceedings have the effect of preventing the forfeiture or sale of
the property                     subject thereto);  







	 	        (g)    
                    Liens consisting of judgment or judicial attachment liens, provided that
                    the enforcement of such Liens is effectively stayed and the
obligations secured                     by all such Liens in the aggregate at any time
outstanding for the Company and                     its Material Subsidiaries do not
exceed $25,000,000;  







	 	        (h)    
                    easements, rights-of-way, restrictions and other similar encumbrances
incurred                     in the ordinary course of business which, in the aggregate,
are not substantial                     in amount, and which do not in any case
materially detract from the value of the                     property subject thereto or
interfere with the ordinary conduct of the                     businesses of the Company
and its Material Subsidiaries;  







	 	        (i)    
                    any Lien on property and proceeds thereof existing at the time of
acquisition                     (by merger or otherwise) of such property by the Company
or a Material                     Subsidiary, and not created in contemplation of such
acquisition, provided that no such Lien shall extend to or cover additional types
of                     property;  







	 	        (j)    
                    Liens to secure the payment of all or part of the purchase price of
property                     upon the acquisition of property by the Company or a
Material Subsidiary or to                     secure any Indebtedness incurred or
guaranteed prior to, at the time of, or                     within ninety days after the
later of the date of acquisition of such property                     and the date such
property is placed in service, for the purpose of financing                     all or
any part of the purchase price thereof, or Liens to secure any
                    Indebtedness incurred or guaranteed for the purpose of financing the
cost to the                     Company or a Material Subsidiary of improvements to such
acquired property;                     provided, in each case, that (i) no such Lien
shall at any time encumber any                     property other than the property
financed by such Indebtedness and the proceeds                     thereof and (ii) the
Indebtedness secured thereby shall not exceed the cost or                     fair market
value, whichever is lower, of the property being acquired on the                     date
of acquisition;  







69 










	 	        (k)    
                    Liens securing Indebtedness or other obligations in respect of
capital leases on                     assets subject to such leases, provided that such
capital leases are otherwise                     permitted hereunder;  







	 	        (l)    
                    Liens arising solely by virtue of any statutory or common law
provision relating                     to banker’s liens, rights of set-off or
similar rights and remedies as to                     deposit accounts or other funds
maintained with a creditor depository                     institution; provided that
(i) such deposit account is not a dedicated                     cash collateral account
and is not subject to restrictions against access by the                     Company or
any Material Subsidiary in excess of those set forth by regulations
                    promulgated by the FRB and (ii) such deposit account is not
intended by the                     Company or any Material Subsidiary to provide
collateral to the depository                     institution;  







	 	        (m)    
                    Liens on vehicles or related property securing obligations under any
Floor Plan                     Financing Facility incurred in the ordinary course of
business; provided                    that the aggregate principal amount of all
obligations at any time outstanding                     under all Floor Plan Financing
Facilities after giving effect to such incurrence                     does not exceed the
total cost of the vehicles and equipment securing such                     obligations;  







	 	        (n)    
                    Liens on assets acquired with the proceeds of industrial revenue
bonds securing                     Indebtedness incurred or assumed to acquire such
property; provided that                     the obligations secured by such Liens
do not exceed $25,000,000 in the aggregate                     at any time outstanding
for the Company and its Material Subsidiaries;  







	 	        (o)    
                    Liens arising in connection with any Permitted Securitization;  







	 	        (p)    
                    Liens securing reimbursement obligations incurred in the ordinary
course of                     business for letters of credit, which Liens encumber only
goods, or documents of                     title covering goods, which are purchased in
transactions for which such letters                     of credit are issued;  







	 	        (q)    
                    Any extension, renewal or substitution of or for any Lien permitted
by clause                     (a), (i), (j), (m), (n) or
(o) above; provided  that (i) the amount of the Indebtedness or other
obligation or                     liability secured by the applicable Lien shall not
exceed the Indebtedness or                     other obligation or liability existing
immediately prior to such extension,                     renewal or substitution and (ii)
the scope of the property subject to such Lien                     is not increased;  







70 










	 	        (r)    
                    Liens on Lease Assets for which the applicable lessor is not
permitted by                     applicable law to hold title to such Lease Assets;  







	 	        (s)    
                    Liens securing (i) Permitted Acquired Debt, (ii) obligations arising
with                     respect to asset-backed commercial paper issued by the Company
and its Material                     Subsidiaries and (iii) other obligations of the
Company and its Material                     Subsidiaries not to exceed in the aggregate
at any one time outstanding for clauses (i), (ii) and (iii) 10% of
consolidated tangible                     assets of the Company and its Subsidiaries at
such time; and  







	 	        (t)    
                    Escrow rights of the Ministry of Defense of the United Kingdom
relative to                     drawings and other related intellectual property related
to the Company’s                     contracts with such Ministry.  







        Any
Lien permitted above on any property may extend to the identifiable proceeds of such
property. 



        8.02    
Disposition of Assets. The Company shall not, and shall not permit any other Loan
Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise
dispose of (whether in one or a series of transactions) any property, including accounts
and notes receivable, with or without recourse, and the stock or other equity interests
in any Subsidiary (each, a “Disposition”), or enter into any agreement
to do any of the foregoing, except:  




	 	        (a)    
                    Dispositions of inventory in the ordinary course of business and
dispositions of                     used, worn-out, obsolete or surplus equipment or
other assets;  







	 	        (b)    
                    Dispositions of equipment to the extent that such equipment is
exchanged for                     credit against the purchase price of similar
replacement equipment or the                     proceeds of such sale are reasonably
promptly applied to the purchase price of                     such replacement equipment;  







	 	        (c)    
                    Dispositions that are not otherwise permitted under this Section
8.02 to                     the extent that proceeds from such dispositions are
either (i) reinvested by the                     Company or such Subsidiary in similar
property within 180 days of such                     disposition (or within 210 days of
such disposition if the Company or such                     Subsidiary has entered into a
legal, valid and binding contract to reinvest such                     proceeds within
such 180-day period) or (ii) applied towards the purchase price                     of an
Acquisition otherwise permitted pursuant to the provisions of this
                    Agreement within 180 days of such disposition;  







	 	        (d)    
                    Dispositions between and among the Company and its Wholly-Owned
Subsidiaries,                     Dispositions from any other Subsidiary to the Company
or a Wholly-Owned                     Subsidiary and Dispositions permitted by Section
8.03;  







71 










	 	        (e)    
                    Dispositions of accounts receivable, lease receivables, other
financial assets                     and other rights and related assets pursuant to a
Permitted Securitization;  







	 	        (f)    
                    sale/leaseback transactions involving an aggregate consideration not
to exceed                     $50,000,000 after the date hereof;  







	 	        (g)    
                    the transfer of Lease Assets solely in connection with Leasing
Transactions;  







	 	        (h)    
                    Dispositions that are not otherwise permitted in this Section 8.02 and
                    which are of property located outside of the United States;  







	 	        (i)    
                    Dispositions of cash equivalents or short-term marketable securities;  







	 	        (j)    
                    the granting of non-exclusive licenses of patents, trademarks and
copyrights by                     the Company or any Subsidiary;  







	 	        (k)    
                    Dispositions identified on Schedule 8.02;  







	 	        (l)    
                    sales at a discount in the ordinary course of business of accounts
receivable                     arising out of sales by the Company or its Domestic
Subsidiaries to Persons                     domiciled outside of the United States; and  







	 	        (m)    
                    Dispositions not otherwise permitted hereunder which are made for
fair market                     value; provided that (i) at the time of any
Disposition, no Event of                     Default shall exist or shall result from
such Disposition and (ii) the aggregate                     value of all assets so
disposed of by the Company and its Subsidiaries (x)                     during any fiscal
year shall not exceed 15% of the total tangible assets of the                     Company
and its consolidated Subsidiaries as of the beginning of such fiscal
                    year and (y) after the Effective Date shall not exceed 35% of the
total tangible                     assets of the Company and its consolidated
Subsidiaries as reflected in the most                     recent financial statements
delivered pursuant to Section 7.01(a).  







        8.03    
Consolidations and Mergers. The Company shall not, and shall not permit any other
Loan Party to, merge with or consolidate with or into any Person, except the Company or
any other Loan Party may merge or consolidate with any other Person so long as (a)
at the time of such merger or consolidation, no Default or Event of Default shall have
occurred and be continuing either before or after giving effect to such transaction
(determined in respect of Sections 8.07, 8.08 and 8.09 on a pro
forma basis as of the last day of the most recent fiscal quarter for which the financial
results or other amounts included in the covenant calculations in such Sections are
available), (b) if such transaction involves the Company, the Company shall be the
continuing or surviving corporation and (c) subject to the last paragraph of this Section
8.03, (x) if such transaction involves a Wholly-Owned Subsidiary (and does not
involve the Company), a Wholly-Owned Subsidiary shall be the continuing or surviving
Person and (y) if such transaction involves a non-Wholly-Owned Material Subsidiary (and
does not involve the Company or a Wholly-Owned Subsidiary), a Material Subsidiary shall
be the continuing or surviving Person.  




72 










        In
addition, any Disposition which would be permitted by Section 8.02 may also be
accomplished via a merger or consolidation of a Loan Party and such merger or
consolidation shall be permitted pursuant to this Section 8.03. 



        8.04    
Hostile Acquisitions. The Company shall not, and shall not permit any Subsidiary
to, (a) make any Acquisition of any Person that has not been approved by the board of
directors or similar governing body of such Person; or (b) commit, or otherwise take
steps, to make any Acquisition of any Person if the board of directors or similar
governing body of such Person has announced that it will, or commenced litigation to,
oppose such Acquisition.  




        8.05    
Securitizations; Subsidiary Indebtedness.  




	 	        (a)    
                    The Company shall not, and shall not permit any Material Subsidiary
to, create,                     incur, assume, suffer to exist or otherwise become or
remain directly or                     indirectly liable with respect to, any
Indebtedness in connection with any                     off-balance sheet securitization
or similar off-balance sheet transaction, other                     than Permitted
Securitizations.  







	 	        (b)    
                    The Company shall not permit any Material Domestic Subsidiary to
create, incur,                     assume, suffer to exist or otherwise become or remain
directly or indirectly                     liable with respect to, any Indebtedness with
an aggregate outstanding principal                     amount at any time in excess of 5%
of total consolidated assets of the Company                     and its consolidated
Subsidiaries (excluding from such calculation: (i)                     Indebtedness
permitted by subsection (a) above, (ii) Indebtedness arising
                    under the Loan Documents, (iii) unsecured Permitted Acquired Debt;
and (iv)                     Indebtedness existing on the date hereof and listed on Schedule
8.05 and                     refinancings, extensions or renewals of such
Indebtedness to the extent that the                     principal amount thereof is not
increased).  







        8.06    
Transactions with Affiliates. The Company shall not, and shall not permit any
other Loan Party to, enter into any transaction with any Affiliate of the Company (other
than another Loan Party), except upon fair and reasonable terms no less favorable to the
Company or such other Loan Party would obtain in a comparable arm’s-length
transaction with a Person not an Affiliate of the Company or such other Loan Party and
except for the following:  




	 	        (a)    
                    any employment or severance agreement and any amendment thereto
entered into by                     the Company or any other Loan Party in the ordinary
course of business;  







	 	        (b)    
                    transactions between the Company or any other Loan Party and any
Leasing                     Subsidiary (including the contribution of overhead costs
consistent with past                     practice) in the ordinary course of business;  







73 










	 	        (c)    
                    the payment of reasonable directors’ fees and benefits, provided                    that
the amount of such fees and benefits paid to any Affiliate does not exceed
                    the amount of such fees and benefits paid to any Person that is not
otherwise an                     Affiliate of the Company;  







	 	        (d)    
                    the provision of officers’ and directors’ indemnification
and                     insurance in the ordinary course of business to the extent
permitted by                     applicable law; and  







	 	        (e)    
                    the payment of employee salaries, bonuses and employee benefits in
the ordinary                     course of business (including the payment of commissions
on behalf of any                     Leasing Subsidiary by the Company or any other Loan
Party consistent with past                     practices and in the ordinary course of
business).  







        8.07    
Net Worth. The Company shall not permit Net Worth as determined as of the last day
of each fiscal quarter to be less than the sum of (a) $550,000,000 plus (b) the
aggregate net proceeds of all issuances of equity securities by the Company or any
Subsidiary after the Effective Date (other than issuances of equity securities or
interests to the Company or any Subsidiary) plus (c) 50% of the Company’s
positive consolidated net income, as determined in accordance with GAAP, for each fiscal
quarter ending after the Effective Date and on or prior to the date of determination.  




        8.08    
Leverage Ratio. The Company shall not permit the Leverage Ratio as determined as
of the last day of each fiscal quarter to be greater than 3.50:1.0.  




        8.09    
Minimum Domestic EBITDA. The Company shall not permit Domestic EBITDA, as of the
last day of any fiscal quarter for the period of four fiscal quarters ending on such
date, to be less than $150,000,000.  




ARTICLE IX  



EVENTS OF DEFAULT 



        9.01    
    Event of Default.  Any of the following shall constitute an "Event of Default": 




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







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







74 










	 	        (c)    
Specific Defaults. The Company fails to perform or observe any term,
                    covenant or agreement (i) contained in Section 8.01  and such
failure                     continues unremedied for five Business Days after a
Responsible Officer has                     knowledge thereof or (ii) contained in Section
7.03(a) or in any other                     provision of Article VIII not
referred to in the foregoing clause (i); or  







	 	        (d)    
Other Defaults. The Company or any other Loan Party fails to perform or
                    observe any other term or covenant contained in this Agreement or any
other Loan                     Document to which such Person is a party, and such default
shall continue                     unremedied for a period of 30 days after the date upon
which written notice                     thereof is given to the Company by the Agent or
any Lender; or  







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







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







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







75 










	 	        (h)    
ERISA. (i) An ERISA Event shall occur with respect to a Pension Plan or
                    Multiemployer Plan which has resulted or could reasonably be expected
to result                     in liability of the Company or any ERISA Affiliate under
Title IV of ERISA to                     such Pension Plan or Multiemployer Plan or to
the PBGC in an aggregate amount                     for all such Pension Plans and
Multiemployer Plans in excess of the Threshold                     Amount; (ii) the
aggregate amount of Unfunded Pension Liability among all                     Pension
Plans and Multiemployer Plans at any time exceeds the Threshold Amount
                    (determined, in respect of Multiemployer Plans, by reference to the
Unfunded                     Person Liability for which the Company or any ERISA
Affiliate may be liable); or                     (iii) the Company or any ERISA Affiliate
shall fail to pay when due, after the                     expiration of any applicable
grace period, any installment payment with respect                     to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer                     Plan in
an aggregate amount in excess of the Threshold Amount; or  







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







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







	 	        (k)    
Guarantor Defaults. Any Guarantor fails in any material respect to
                    perform or observe any term, covenant or agreement in the Subsidiary
Guaranty;                     or the Subsidiary Guaranty is for any reason partially
(including with respect                     to future advances) or wholly revoked or
invalidated, or otherwise ceases to be                     in full force and effect, or
any Guarantor or any other Person contests in any                     manner the validity
or enforceability thereof or denies that it has any further                     liability
or obligation thereunder.  







        9.02    
    Remedies.  If any Event of Default has  occurred  and is  continuing,  the Agent
 shall,  at the request of, or may,  with the consent of, the Required Lenders, 




76 










	 	        (a)    
                    declare the Commitment of each Lender to make Loans and any
obligation of the                     Issuers to Issue Letters of Credit to be
terminated, whereupon such Commitments                     and obligation shall be
terminated;  







	 	        (b)    
                    declare an amount equal to the Dollar Equivalent of the maximum
aggregate amount                     that is or at any time thereafter may become
available for drawing under any                     outstanding Letters of Credit
(whether or not any beneficiary shall have                     presented, or shall be
entitled at such time to present, the drafts or other                     documents
required to draw under such Letters of Credit) to be immediately due
                    and payable, and declare the unpaid principal amount of all
outstanding Loans,                     all interest accrued and unpaid thereon, and all
other amounts owing or payable                     hereunder or under any other Loan
Document to be immediately due and payable,                     without presentment,
demand, protest or other notice of any kind, all of which                     are hereby
expressly waived by each Borrower; and  







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







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



        9.03    
Rights Not Exclusive. The rights provided for in this Agreement and the other Loan
Documents are cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document or
agreement now existing or hereafter arising.  




ARTICLE X  



THE AGENT 



        10.01    
Appointment and Authority. Each of the Lenders and the Issuers hereby irrevocably
appoints Bank of America to act on its behalf as the Agent hereunder and under the other
Loan Documents and authorizes the Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Agent, the Lenders and the
Issuers, and neither the Company nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.  




        10.02    
Rights as a Lender. The Person serving as the Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include
the Person serving as the Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with the
Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent
hereunder and without any duty to account therefor to the Lenders.  




77 










        10.03    
Exculpatory Provisions. The Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Agent:  




	 	        (a)    
                    shall not be subject to any fiduciary or other implied duties,
regardless of                     whether a Default or an Event of Default has occurred
and is continuing;  







	 	        (b)    
                    shall not have any duty to take any discretionary action or exercise
any                     discretionary powers, except discretionary rights and powers
expressly                     contemplated hereby or by the other Loan Documents that the
Agent is required to                     exercise as directed in writing by the Required
Lenders (or such other number or                     percentage of the Lenders as shall
be expressly provided for herein or in the                     other Loan Documents), provided that
the Agent shall not be required to                     take any action that, in its
opinion or the opinion of its counsel, may expose                     the Agent to
liability or that is contrary to any Loan Document or applicable                     law;
and  







	 	        (c)    
                    shall not, except as expressly set forth herein and in the other Loan
Documents,                     have any duty to disclose, and shall not be liable for the
failure to disclose,                     any information relating to the Company or any
of its Affiliates that is                     communicated to or obtained by the Person
serving as the Agent or any of its                     Affiliates in any capacity.  







        The
Agent shall not be liable for any action taken or not taken by it (i) with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 9.02 and 11.01) or (ii) in
the absence of its own gross negligence or willful misconduct. The Agent shall be deemed
not to have knowledge of any Default or Event of Default unless and until notice
describing such Default or Event of Default is given to the Agent by the Company, a Lender
or an Issuer. 



        The
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or
any other agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article V or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Agent. 




78 









        10.04    
Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have
been signed, sent or otherwise authenticated by the proper Person. The Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or an Issuer, the Agent may presume that such condition is satisfactory to
such Lender or such Issuer unless the Agent shall have received notice to the contrary
from such Lender or such Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the
Company), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.  




        10.05    
Delegation of Duties. The Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through any one or
more sub agents appointed by the Agent. The Agent and any such sub agent may perform any
and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub
agent and to the Related Parties of the Agent and any such sub agent, and shall apply to
their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Agent.  




        10.06    
Resignation of Agent. The Agent may at any time give notice of its resignation to
the Lenders, the Issuers and the Company. Upon receipt of any such notice of resignation,
the Required Lenders shall have the right, with the consent of the Company (which consent
shall not be unreasonably withheld or delayed and which consent shall not be required
during the existence of an Event of Default), to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required
Lenders and consented to by the Company (such consent not to be unreasonably withheld or
delayed) and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and
the Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that
if the Agent shall notify the Company and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents and (2) all payments,
communications and determinations provided to be made by, to or through the Agent shall
instead be made by or to each Lender and each Issuer directly, until such time as the
Required Lenders appoint a successor Agent as provided for above in this Section. Upon
the acceptance of a successor’s appointment as Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the Company
to a successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Company and such successor. After the retiring Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 11.04 shall continue in effect for the benefit of such retiring Agent,
its sub agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Agent was acting as Agent.  





79 









        Any
resignation by Bank of America as Agent pursuant to this Section shall also constitute its
resignation as an Issuer and Swing Line Lender. Upon the acceptance of a successor’s
appointment as Agent hereunder, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring Issuer and Swing Line
Lender, (b) the retiring Issuer and Swing Line Lender shall be discharged from all of
their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangement
satisfactory to the retiring Issuer to effectively assume the obligations of the retiring
Issuer with respect to such Letters of Credit. 



        10.07    
Non-Reliance on Agent and Other Lenders. Each Lender and each Issuer acknowledges
that it has, independently and without reliance upon the Agent or any other Lender or any
of their Related Parties 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 and each Issuer also acknowledges that it will, independently and without reliance
upon the Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished hereunder or
thereunder.  




        10.08    
No Other Duties, Etc.Anything herein to the contrary notwithstanding, no Person
listed on the cover page hereof or elsewhere herein as the Arranger, the Syndication
Agent, a Co-Syndication Agent, the Documentation Agent or a Co-Documentation Agent shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as a Lender or an Issuer hereunder.  




        10.09    
Agent May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Agent
shall have made any demand on the Company) shall be entitled and empowered, by
intervention in such proceeding or otherwise  




	 	        (a)    
                    to file a proof of claim for the whole amount of the principal and
interest                     owing and unpaid in respect of the Loans, L/C Obligations
and all other                     Obligations that are owing and unpaid and to file such
other documents as may be                     necessary or advisable in order to have the
claims of the Lenders, the Issuers                     and the Agent (including any claim
for the reasonable compensation, expenses,                     disbursements and advances
of the Lenders, the Issuers and the Agent and their                     respective agents
and counsel and all other amounts due the Lenders, the Issuers                     and
the Agent under Sections 2.14, 3.08 and 11.04) allowed
                    in such judicial proceeding; and  







80 










	 	        (b)    
                    to collect and receive any monies or other property payable or
deliverable on                     any such claims and to distribute the same;  







and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and each Issuer to make such payments to
the Agent and, if the Agent shall consent to the making of such payments directly to the
Lenders and the Issuers, to pay to the Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Agent and its agents and
counsel, and any other amounts due the Agent under Sections 2.14 and 11.04. 



        Nothing
contained herein shall be deemed to authorize the Agent to authorize or consent to or
accept or adopt on behalf of any Lender or any Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or to authorize the Agent to vote in respect of the claim of any Lender in any such
proceeding. 



        10.10    
Guaranty Matters. The Agent shall, and the Lenders and the Issuers irrevocably
authorize the Agent to, release any Guarantor from its obligations under the Subsidiary
Guaranty if such Person (a) ceases to be a Subsidiary as a result of a transaction
permitted hereunder or (b) subject to compliance by the Company with Section 7.13,
ceases to be a Material Domestic Subsidiary. Upon request by the Agent at any time, the
Required Lenders will confirm in writing the Agent’s authority to release any
Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section
10.10.  




        10.11    
Withholding Tax. (a) (i) If any Lender is a “foreign corporation, partnership
or trust” within the meaning of the Code and such Lender claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender
agrees with and in favor of the Agent and the Company, to deliver to the Agent and the
Company:  




	 	        (A)    
               if such Lender claims an exemption from, or a reduction of, withholding
tax                under a United States tax treaty, two properly completed and executed
copies of                IRS Form W-8BEN before the payment of any interest in the first
calendar year                and before the payment of any interest in each third
succeeding calendar year                during which interest may be paid under this
Agreement;  







	 	        (B)    
               if such Lender claims that interest paid under this Agreement is exempt
from                United States withholding tax because it is effectively connected
with a United                States trade or business of such Lender, two properly
completed and executed                copies of IRS Form W-8ECI before the payment of any
interest is due in the first                taxable year of such Lender and in each
succeeding taxable year of such Lender                during which interest may be paid
under this Agreement; and  







	 	        (C)    
               such other form or forms as may be required under the Code or other laws
of the                United States as a condition to exemption from, or reduction of,
United States                withholding tax.  







81 










Such Lender agrees to promptly notify
the Agent and the Company of any change in circumstances which would modify or render
invalid any claimed exemption or reduction. 



	 	        (ii)              If
any foreign Lender claims exemption from U.S. federal withholding tax under
          Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
          interest”, such Lender agrees with and in favor of the Agent and the
          Company to deliver to the Agent and the Company a Form W-8, or any subsequent
          versions thereof or successors thereto (and, if such Lender delivers a Form
W-8,           a certificate representing that such Lender is not a “bank” for
          purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within
          the meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a
          controlled foreign corporation related to the Company (within the meaning of
          Section 864(d)(4) of the Code)).  







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







	 	        (c)    
                    If any Lender claiming exemption from United States withholding tax
by filing                     IRS Form W-8ECI with the Agent sells, assigns, grants a
participation in, or                     otherwise transfers all or part of the
Obligations of the Borrowers owing to                     such Lender, such Lender agrees
to undertake sole responsibility for complying                     with the withholding
tax requirements imposed by Sections 1441 and 1442 of the                     Code.  







	 	        (d)    
                    If any Lender is entitled to a reduction in the applicable
withholding tax, the                     Agent may withhold from any interest payment to
such Lender an amount equivalent                     to the applicable withholding tax
after taking into account such reduction.                     However, if the forms or
other documentation required by subsection (a)                    of this Section
are not delivered to the Agent, then the Agent may withhold from                     any
interest payment to such Lender not providing such forms or other
                    documentation an amount equivalent to the applicable withholding tax
imposed by                     Sections 1441 and 1442 of the Code, without reduction.  







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








82 









ARTICLE XI  



MISCELLANEOUS 



        11.01    
Amendments and Waivers. No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent with respect to any departure by the Company
or any other Loan Party therefrom, shall be effective unless the same shall be in writing
and signed by the Required Lenders (or by the Agent at the written request of the
Required Lenders) and the Company and acknowledged by the Agent, and then any such waiver
or consent shall be effective only in the specific instance and for the specific purpose
for which given; provided that:  




	 	        (a)    
               no such waiver, amendment, or consent shall, unless in writing and signed
by                each Lender directly affected thereby and the Company and acknowledged
by the                Agent, do any of the following:  







	 	        (i)    
               increase or extend the Commitment of such Lender (or reinstate any
Commitment of                such Lender terminated pursuant to Section 9.02)
except for                increases pursuant to subsection 2.09(c);  







	 	        (ii)    
               postpone or delay any date fixed by this Agreement or any other Loan
Document                for any payment of principal, interest, fees, reimbursement
obligations with                respect to Letters of Credit or other amounts due to such
Lender hereunder or                under any other Loan Document including any mandatory
prepayment required                pursuant to subsection 2.11(b); or  







	 	        (iii)    
               reduce the principal of, or the rate of interest specified herein on any
Loan,                any reimbursement obligations with respect to Letters of Credit or
(subject to clause (v) of the last paragraph of this Section 11.01) any
fees                or other amounts payable hereunder or under any other Loan Document;
and  







	 	        (b)    
               no such waiver, amendment or consent shall, unless in writing and signed
by each                Lender and the Company and acknowledged by the Agent, do any of
the following:  







	 	        (i)    
               change the percentage of the Revolving Commitments or of the aggregate
unpaid                principal amount of the Loans which is required for the Lenders or
any of them                to take any action hereunder or reduce the percentage
specified in the                definition of “Required Lenders”;  







	 	        (ii)    
               amend the definition of “Supported Letter of Credit” or amend or
               consent to any waiver of Section 3.01(c) or 3.07;  







83 










	 	        (iii)    
               amend this Section, Section 2.18 or any provision herein providing
for                consent or other action by all Lenders; or  







	 	        (iv)    
               release the Company from its obligations under Article XII or amend
or                consent to any waiver of Section 7.13;  







and, provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the
applicable Issuer in addition to the Required Lenders or all the Lenders, as the case may
be, affect the rights or duties of such Issuer under this Agreement or any L/C-Related
Document relating to any Letter of Credit Issued or to be Issued by it, (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition to the
Required Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Agent under this Agreement or any other Loan Document, (iii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in addition to the
Required Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Swing Line Lender under this Agreement or any other Loan Document, (iv) no amendment,
waiver or consent shall, unless in writing and signed by the applicable Fronting Lender in
addition to the Required Lenders or all of the Lenders, as the case may be, affect the
rights or duties of such Fronting Lender under this Agreement or any other Loan Document
and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto. Notwithstanding the foregoing, upon the execution
and delivery of all documentation required by Section 2.09(c) to be delivered in
connection with an increase to the Aggregate Revolving Commitment, this Agreement shall be
deemed amended without further action by any party to reflect, as applicable, the new
Lenders and their new Revolving Commitments and any increase in the Revolving Commitment
of any existing Lender. 



        11.02    
Notices. (a) Except as otherwise provided herein, all notices, requests, consents,
approvals, waivers and other communications shall be in writing (including, unless the
context expressly otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Company by facsimile (i) shall be immediately confirmed by a telephone
call to the recipient at the number specified on Schedule 11.02, and (ii) shall be
followed promptly by delivery of a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified for notices on Schedule 11.02;
or, as directed to the Company or the Agent, to such other address as shall be designated
by such party in a written notice to the other parties, and as directed to any other
party, at such other address as shall be designated by such party in a written notice to
the Company and the Agent.  




	 	        (b)    
                    All such notices, requests and communications shall, when transmitted
by                     overnight delivery, or faxed, be effective when delivered for
overnight                     (next-day) delivery, or transmitted in legible form by
facsimile machine,                     respectively, or if mailed or delivered, upon
delivery; except that notices                     pursuant to Article II, III or
X to the Agent shall not be                     effective until actually received
by the Agent, and notices pursuant to Article III to any Issuer shall not be
effective until actually received                     by such Issuer at the address
specified on Schedule 11.02.  








84 









	 	        (c)    
                    Any agreement of the Agent and the Lenders herein to receive certain
notices by                     telephone or facsimile is solely for the convenience and
at the request of the                     Company. The Agent and the Lenders shall be
entitled to rely on the authority of                     any Person identifying himself
or herself as, and reasonably appearing to be, a                     Person authorized by
the Company to give such notice and the Agent and the                     Lenders shall
not have any liability to the Company or other Person on account                     of
any action taken or not taken by the Agent or the Lenders in good faith in
                    reliance upon such telephonic or facsimile notice. The obligation of
the                     Borrowers to repay the Loans and L/C Obligations shall not be
affected in any                     way or to any extent by any failure by the Agent and
the Lenders to receive                     written confirmation of any telephonic or
facsimile notice or the receipt by the                     Agent and the Lenders of a
confirmation which is at variance with the terms                     understood by the
Agent and the Lenders to be contained in the telephonic or                     facsimile
notice.  







        11.03    
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising,
on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  




        11.04    
Costs and Expenses; Indemnification.  




	 	        (a)    
                    The Company shall pay (i) all reasonable and documented out of pocket
expenses                     incurred by the Agent and its Affiliates (including the
reasonable fees, charges                     and disbursements of counsel for the Agent),
in connection with the syndication                     of the credit facilities provided
for herein, the preparation, negotiation,                     execution and delivery of
this Agreement and the other Loan Documents or any                     amendments,
modifications or waivers of the provisions hereof or thereof                     (whether
or not the transactions contemplated hereby or thereby shall be
                    consummated), (ii) all reasonable out of pocket expenses incurred by
the Issuers                     in connection with the issuance, amendment, renewal or
extension of any Letter                     of Credit or any demand for payment
thereunder and (iii) all out of pocket                     expenses incurred by the
Agent, any Lender or any Issuer (including the fees,                     charges and
disbursements of any counsel for the Agent, any Lender or any
                    Issuer), in connection with the enforcement or protection of its
rights during                     the existence of any Default or Event of Default (A) in
connection with this                     Agreement and the other Loan Documents,
including its rights under this Section,                     or (B) in connection with
the Loans made or Letters of Credit issued hereunder,                     including all
such out of pocket expenses incurred during any workout,
                    restructuring or negotiations in respect of such Loans or Letters of
Credit.  








85 









	 	        (b)    
                    The Company shall indemnify each Agent-Related Person, each Lender,
each Issuing                     Bank and each of the Related Parties of such Person
(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 any counsel for any                     Indemnitee),
incurred by any Indemnitee or asserted against any Indemnitee by                     any
third party or by the Company or any other Loan Party arising out of, in
                    connection with, or as a result of (i) the execution or delivery of
this                     Agreement, any other Loan Document or any agreement or
instrument contemplated                     hereby or thereby, the performance by the
parties hereto of their respective                     obligations hereunder or
thereunder or the consummation of the transactions                     contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use or
                    proposed use of the proceeds therefrom (including any refusal by an
Issuer to                     honor a demand for payment under a Letter of Credit if the
documents presented                     in connection with such demand do not strictly
comply with the terms of such                     Letter of Credit but excluding, solely
as between the Company and such Issuer                     and without affecting the
liability of the Company to any other Indemnitee, any                     action or
omission for which such Issuer has agreed in writing it is not
                    entitled to indemnification hereunder), (iii) any actual or alleged
presence or                     release of Hazardous Materials on or from any property
owned or operated by the                     Company or any of its Subsidiaries, or any
Environmental Claim related in any                     way to the Company or any of its
Subsidiaries, or (iv) any actual or prospective                     claim, litigation,
investigation or proceeding relating to any of the foregoing,                     whether
based on contract, tort or any other theory, whether brought by a third
                    party or by the Company or any other Loan Party, and regardless of
whether any                     Indemnitee is a party thereto; provided that such
indemnity shall not, as                     to any Indemnitee, be available to the extent
that such losses, claims, damages,                     liabilities or related expenses
(A) result from a breach by a Lender of Section 11.08, (B) arise from disputes
between Indemnitees, (C) are                     determined by a court of competent
jurisdiction by final and nonappealable                     judgment to have resulted
from the gross negligence or willful misconduct of                     such Indemnitee or
the use by such Indemnitee of confidential information in a                     manner
that violates any Federal or state securities law, (D) constitute
                    customary expenses for a Lender in connection with review of credit
                    documentation and the closing of this Agreement or (E) result from a
claim                     brought by the Company or any other Loan Party against an
Indemnitee for breach                     in bad faith of such Indemnitee’s
obligations hereunder or under any other                     Loan Document, if the
Company or such Loan Party has obtained a final and                     nonappealable
judgment in its favor on such claim as determined by a court of
                    competent jurisdiction.  







	 	        (c)    
                    To the extent that the Company for any reason fails to indefeasibly
pay any                     amount required under subsection (a) or (b) to
be paid by it to                     any Agent-Related Person or any Related Party of
such Agent-Related Person, each                     Lender severally agrees to pay to
such Agent-Related Person 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 such                     Agent-Related Person in its capacity as such, or against
any Related Party                     acting for such Agent-Related Person in connection
with such capacity. The                     obligations of the Lenders under this subsection
(c) are subject to the                     provisions of Section 2.18.  








86 









	 	        (d)    
                    To the fullest extent permitted by applicable law, the Company shall
not assert,                     and 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, any other
Loan Document or any agreement or instrument contemplated                     hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of
                    Credit or the use of the proceeds thereof. No Indemnitee shall be
liable for any                     damages arising from the use by third parties of any
information or other                     materials obtained through IntraLinks or other
similar information transmission                     systems in connection with this
Agreement or the other Loan Documents or the                     transactions
contemplated hereby or thereby.  







	 	        (e)    
                    The obligations in this Section shall survive payment of all other
Obligations.                     At the election of any Indemnitee, the Company shall
defend such Indemnitee                     using legal counsel satisfactory to such
Indemnitee in such Person’s sole                     discretion, at the sole cost
and expense of the Company. All amounts owing under                     this Section
shall be paid within 30 days after demand (which demand shall be
                    accompanied by a statement from the applicable Indemnitee setting
forth such                     amounts in reasonable detail).  







        11.05    
Marshalling; Payments Set Aside. Neither the Agent nor the Lenders shall be under
any obligation to marshall any assets in favor of any Borrower or any other Person or
against or in payment of any or all of the Obligations. To the extent that any Borrower
makes a payment to the Agent or the Lenders, or the Agent or the Lenders exercise their
right of set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Agent or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such set-off
had not occurred, and (b) each Lender severally agrees to pay to the Agent upon demand
its Pro Rata Share of any amount so recovered from or repaid by the Agent.  




        11.06    
Successors and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns,
except that the Company may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of the Agent and each Lender.  




        11.07    
Assignments, Participations, etc. (a) Any Lender may, with the written consent of
the Company at all times other than during the existence of an Event of Default and the
Agent, the Swing Line Lender, the Fronting Lenders and, in respect of assignments of
Revolving Loans or a Revolving Commitment, the Issuers, which consents shall not be
unreasonably withheld or delayed, at any time assign and delegate to one or more Eligible
Assignees (each an “Assignee”) all, or any part of all, of the Loans,
the Commitments, the L/C Obligations and the other rights and obligations of such Lender
hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s
outstanding Loans and/or Commitments (provided that no written consent of the Company,
the Agent, the Swing Line Lender, any Fronting Lender or any Issuer shall be required in
connection with any assignment and delegation by a Lender to an Affiliate of such
Lender); provided that the Company and the Agent may continue to deal solely and
directly with such Lender in connection with the interest so assigned to an Assignee
until (i) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been given to
the Company and the Agent by such Lender and the Assignee; (ii) such Lender and its
Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance
in the form of Exhibit D (“Assignment and Acceptance”) together
with any Note or Notes requested in connection with such assignment and (iii) the
assignor Lender or Assignee has paid to the Agent a processing fee in the amount of
$3,500; providedthat (x) such fee shall not be required in the case of an
assignment by a Lender to an Affiliate of such Lender and (y) in the case of
contemporaneous assignments by a Lender to more than one non-Affiliated fund managed by
the same investment advisor, only a single fee of $3,500 shall be payable for all such
contemporaneous assignments.  




87 










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







	 	        (c)    
                    Within five Business Days after receipt by the Company of notice from
the Agent                     that the Agent has received an executed Assignment and
Acceptance and payment of                     the processing fee (and, if required,
provided that it consents to such                     assignment in accordance with subsection
11.07(a)), the Company shall,                     upon the request of the applicable
Assignee, execute and deliver to the Agent a                     Note evidencing such
Assignee’s Loans and Commitments. Immediately upon                     each Assignee’s
making its processing fee payment under the Assignment and
                    Acceptance, this Agreement shall be deemed to be amended to the
extent, but only                     to the extent, necessary to reflect the addition of
the Assignee and the                     resulting adjustment of the Commitments arising
therefrom. Each Commitment                     allocated to each Assignee shall reduce
such Commitment of the assigning Lender protanto.  







	 	        (d)    
                    The Agent shall maintain a copy of each Assignment and Acceptance
delivered to                     it and a register for the recordation of the names and
addresses of the Lenders                     and the Commitments of, and principal amount
of the Loans owing to, each Lender                     from time to time. The entries in
such register shall be conclusive, in the                     absence of manifest error,
and the Company, the Agent and the Lenders shall                     treat each person
whose name is recorded in such register as the owner of the
                    Commitments and the Loans recorded therein for all purposes of this
Agreement.                     The register shall be available for inspection by the
Company, any Lender and                     their representatives, at any reasonable time
and from time to time upon                     reasonable prior notice.  








88 









	 	        (e)    
                    Any Lender may at any time sell to one or more commercial banks or
other Persons                     not Affiliates of the Company (a “Participant”)
participating                     interests in any Loans, the Commitments of that Lender
and the other interests                     of that Lender (the “originating
Lender”) hereunder and under                     the other Loan Documents; provided that
(i) the originating                     Lender’s obligations under this
Agreement shall remain unchanged,                     (ii) the originating Lender
shall remain solely responsible for the                     performance of such
obligations, (iii) the Company, each Issuer and the                     Agent shall
continue to deal solely and directly with the originating Lender in
                    connection with the originating Lender’s rights and obligations
under this                     Agreement and the other Loan Documents and (iv) no
Lender shall transfer or                     grant any participating interest under which
the Participant has rights to                     approve any amendment to, or any
consent or waiver with respect to, this                     Agreement or any other Loan
Document, except to the extent such amendment,                     consent or waiver
would require unanimous consent of the Lenders as described in subsection (a) or
(b) of the firstproviso to Section 11.01. In the case
of any such participation, the                     Participant shall be entitled to the
benefit of Sections 4.01, 4.03 and 11.04(b) as though it were also a
Lender hereunder, and                     if amounts outstanding under this Agreement are
due and unpaid, or shall have                     been declared or shall have become due
and payable upon the occurrence of an                     Event of Default, each
Participant shall be deemed to have the right of set-off                     in respect
of its participating interest in amounts owing under this Agreement
                    to the same extent as if the amount of its participating interest
were owing                     directly to it as a Lender under this Agreement.  







	 	        (f)    
                    Notwithstanding any other provision in this Agreement, (i) any Lender
may at any                     time create a security interest in, or pledge, all or any
portion of its rights                     under and interest in this Agreement and the
Notes held by it in favor of any                     Federal Reserve Bank in accordance
with Regulation A of the FRB or U.S. Treasury                     Regulation 31 CFR §203.14,
and such Federal Reserve Bank may enforce such                     pledge or security
interest in any manner permitted under applicable law and                     (ii) any
Lender that is a fund that invests in bank loans may, without the
                    consent of the Agent or the Company, pledge all or any portion of its
rights                     under and interest in this Agreement to any trustee or to any
other                     representative of holders of obligations owed or securities
issued by such fund                     as security for such obligations or securities;
provided that any                     transfer to any Person upon the enforcement
of such pledge or security interest                     may only be made subject to subsections
(a) through (c) of this Section 11.07.  







        11.08    
Confidentiality. Each Lender agrees to maintain the confidentiality of all
information provided to it by or on behalf of the Company or any Subsidiary, or by the
Agent on the Company’s or such Subsidiary’s behalf, under this Agreement or any
other Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement and the
other Loan Documents or in connection with other 






89 











business now or hereafter existing
or contemplated with the Company or any Subsidiary; except to the extent such information
(i) was or becomes generally available to the public other than as a result of disclosure
by the Lender or its Affiliates, or (ii) was or becomes available on a non-confidential
basis from a source other than the Company or a Subsidiary, provided that such source is
not bound by a confidentiality agreement with the Company known to the Lender; provided that
any Lender may disclose such information (A) at the request or pursuant to any
requirement of any Governmental Authority to which the Lender is subject or in connection
with an examination of such Lender by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the provisions of any
applicable Requirement of Law; (D) to the extent reasonably required in connection with
any litigation or proceeding involving the Company to which the Agent, any Lender or
their respective Affiliates may be party; (E) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan Document;
(F) to such Lender’s independent auditors and other professional advisors; (G) to
any Participant or Assignee, actual or potential, provided that such Person agrees in
writing to keep such information confidential to the same extent required of the Lenders
hereunder; (H) as to any Lender or its Affiliate, as expressly permitted under the terms
of any other document or agreement regarding confidentiality to which the Company or any
Subsidiary is party with such Lender or such Affiliate; (I) to its Affiliates, provided
that such Affiliate is advised of the confidentiality requirements set forth herein and
agrees in writing (for the benefit of the Company) to keep such information confidential
to the same extent required hereunder (it being understood that each Lender shall be
liable for the breach by any of its Affiliates of any such confidentiality requirement);
and (J) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about such Lender’s investment portfolio in connection with ratings
issued with respect to such Lender. Each Lender will, so long as not prohibited from
doing so by any Requirement of Law, notify the Company of any request for information of
the type referred to in clause (B) or (C) above prior to disclosing such
information so that the Company may seek appropriate relief from any applicable court or
other Governmental Authority.  



        11.09    
Set-off. In addition to any rights and remedies of the Lenders provided by law, if
an Event of Default exists or the Loans have been accelerated, each Lender is authorized
at any time and from time to time, without prior notice to any Borrower, any such notice
being waived by each Borrower to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at
any time held by, and other indebtedness at any time owing by, such Lender to or for the
credit or the account of such Borrower against any and all Obligations owing to such
Lender, now or hereafter existing, irrespective of whether or not the Agent or such
Lender shall have made demand under this Agreement or any Loan Document and although such
Obligations may be denominated in a different currency, contingent or unmatured. Each
Lender agrees promptly to notify the Company and the Agent after any such set-off and
application made by such Lender; provided that the failure to give such notice
shall not affect the validity of such set-off and application.  




        11.10    
Automatic Debits of Fees. With respect to any commitment fee, arrangement fee,
letter of credit fee or other fee, or any other cost or expense (including Attorney
Costs) due and payable to the Agent, any Issuer, Bank of America or the Arranger under
the Loan Documents, the Company hereby irrevocably authorizes Bank of America to debit
any deposit account of the Company with Bank of America in an amount such that the
aggregate amount debited from all such deposit accounts does not exceed such fee or other
cost or expense; provided that so long as no Event of Default has occurred and is
continuing, Bank of America has given notice to the Company thereof not later than the
date prior to the date of such debit. If there are insufficient funds in such deposit
accounts to cover the amount of the fee or other cost or expense then due, such debits
will be reversed so as not to create an overdraft (in whole or in part, in Bank of America’s
sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit
under this Section shall be deemed a set-off.  




90 










        11.11    
Notification of Addresses, Lending Offices, Etc. Each Lender shall notify the
Agent in writing of any changes in the address to which notices to the Lender should be
directed, of addresses of any Lending Office, of payment instructions in respect of all
payments to be made to it hereunder and of such other administrative information as the
Agent shall reasonably request.  




        11.12    
Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and all of
said counterparts taken together shall be deemed to constitute but one and the same
instrument.  




        11.13    
Severability. The illegality or unenforceability of any provision of this
Agreement or any instrument or agreement required hereunder shall not in any way affect
or impair the legality or enforceability of the remaining provisions of this Agreement or
any instrument or agreement required hereunder.  




        11.14    
No Third Parties Benefited. This Agreement is made and entered into for the sole
protection and legal benefit of the Borrowers, the Lenders, the Agent and the
Agent-Related Persons, and their permitted successors and assigns, and no other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Agreement or any of the other Loan Documents.  




        11.15    
Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF ILLINOIS (WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWERS, THE
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.  




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







91 










        11.16    
WAIVER OF JURY TRIAL. THE BORROWERS, THE LENDERS AND THE AGENT EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS, OR OTHERWISE. THE BORROWERS, THE LENDERS AND THE AGENT EACH AGREE THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.  




        11.17    
Judgment. If, for the purposes of filing a claim or obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan Document in
one currency into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is
given. The obligation of each Borrower in respect of any such sum due from it to the
Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the “Judgment Currency”) other than that in
which such sum is denominated in accordance with the applicable provisions of this
Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Agent or such Lender of any sum
adjudged to be so due in the Judgment Currency, the Agent or such Lender may in
accordance with normal banking procedures purchase the Agreement Currency with the
Judgment Currency. If the amount of the Agreement Currency so purchased is less than the
sum originally due to the Agent or such Lender in the Agreement Currency, each Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Agent or such Lender or the Person to whom such obligation was owing against such loss.
If the amount of the Agreement Currency so purchased is greater than the sum originally
due to the Agent or such Lender in such currency, the Agent or such Lender agrees to
return the amount of any excess to such Borrower (or to any other Person who may be
entitled thereto under applicable law).  




92 











        11.18    
Entire Agreement. This Agreement, together with the other Loan Documents, embodies
the entire agreement and understanding among the Borrowers, the Lenders and the Agent,
and supersedes all prior or contemporaneous agreements and understandings of such
Persons, verbal or written, relating to the subject matter hereof and thereof.  




        11.19    
USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers, which information
includes the name and address of each Borrower and other information that will allow such
Lender or the Agent, as applicable, to identify such Borrower in accordance with the Act.  




ARTICLE XII  



COMPANY GUARANTY 



        12.01    
The Guaranty. In order to induce the Lenders to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received by the
Company from the proceeds of the Loans and the issuance of the Letters of Credit, the
Company hereby agrees with the Lenders as follows: the Company hereby unconditionally and
irrevocably guarantees as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors. If any or
all of the Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes
due and payable hereunder, the Company unconditionally promises to pay such indebtedness
to the Agent and/or the Lenders, on demand, together with any and all expenses which may
be incurred by the Agent or the Lenders in collecting any of the Guaranteed Obligations.
If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed Obligations
and any of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having jurisdiction over
such payee or any of its property or (ii) any settlement or compromise of any such claim
effected by such payee with any such claimant (including the Borrowers), then and in such
event the Company agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon the Company, notwithstanding any revocation of this Guaranty or
other instrument evidencing any liability of any Borrower, and the Company shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to
the same extent as if such amount had never originally been received by any such payee.  




        12.02    
Insolvency. Additionally, the Company unconditionally and irrevocably guarantees
the payment of the Dollar Equivalent of any and all of the Guaranteed Obligations of the
Subsidiary Borrowers to the Guaranteed Creditors whether or not due or payable by any
Borrower upon the occurrence of any of the events specified in subsection 9.01(f) or
(g), and unconditionally promises to pay the Dollar Equivalent of such Guaranteed
Obligations to the Guaranteed Creditors, or order, on demand, in lawful money of the
United States.  




93 










        12.03    
Nature of Liability. The liability of the Company hereunder is exclusive and
independent of any security for or other guaranty of the Guaranteed Obligations of any
Borrower whether executed by the Company, any other guarantor or by any other party, and
the liability of the Company hereunder is not affected or impaired by (a) any direction
as to application of payment by any Borrower or by any other party; or (b) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor or of any
other party as to the Guaranteed Obligations of any Borrower; or (c) any payment on or in
reduction of any such other guaranty or undertaking; or (d) any dissolution, termination
or increase, decrease or change in personnel by any Borrower; or (e) any payment made to
any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor
repays to any Borrower pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and the Company waives any
right to the deferral or modification of its obligations hereunder by reason of any such
proceeding.  




        12.04    
Independent Obligation. The obligations of the Company hereunder are independent
of the obligations of any other guarantor, any other party or any Borrower, and a
separate action or actions may be brought and prosecuted against the Company whether or
not action is brought against any other guarantor, any other party or any Borrower and
whether or not any other guarantor, any other party or any Borrower is joined in any such
action or actions. The Company waives, to the full extent permitted by law, the benefit
of any statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by a Borrower or other circumstance which operates to toll any
statute of limitations as to such Borrower shall operate to toll the statute of
limitations as to the Company’s obligations under this Article XII.  




        12.05    
Authorization. The Company authorizes the Guaranteed Creditors without notice or
demand (except as shall be required by applicable statute and cannot be waived), and
without affecting or impairing its liability hereunder, from time to time to:  




	 	        (a)    
                    change the manner, place or terms of payment of, and/or change or
extend the                     time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed                     Obligations (including any increase or decrease
in the rate of interest                     thereon), any security therefor, or any
liability incurred directly or                     indirectly in respect thereof, and the
Guaranty herein made shall apply to the                     Guaranteed Obligations as so
changed, extended, renewed or altered;  







	 	        (b)    
                    take and hold security for the payment of the Guaranteed Obligations
and sell,                     exchange, release, surrender, realize upon or otherwise
deal with in any manner                     and in any order any property by whomsoever
at any time pledged or mortgaged to                     secure, or howsoever securing,
the Guaranteed Obligations or any liabilities                     (including any of those
hereunder) incurred directly or indirectly in respect                     thereof or
hereof, and/or any offset thereagainst;  







94 










	 	        (c)    
                    exercise or refrain from exercising any rights against any Borrower
or others or                     otherwise act or refrain from acting;  







	 	        (d)    
                    release or substitute any one or more endorsers, guarantors,
Borrowers or other                     obligors;  







	 	        (e)    
                    settle or compromise any of the Guaranteed Obligations, any security
therefor or                     any liability (including any of those hereunder) incurred
directly or indirectly                     in respect thereof or hereof, and may
subordinate the payment of all or any part                     thereof to the payment of
any liability (whether due or not) of any Borrower to                     its creditors
other than the Guaranteed Creditors;  







	 	        (f)    
                    apply any sums by whomsoever paid or howsoever realized to any
liability or                     liabilities of any Borrower to the Guaranteed Creditors
regardless of what                     liability or liabilities of the Company or any
Borrower remain unpaid;  







	 	        (g)    
                    consent to or waive any breach of, or any act, omission or default
under, this                     Agreement or any of the instruments or agreements
referred to herein, or                     otherwise amend, modify or supplement this
Agreement or any of such other                     instruments or agreements; and/or  







	 	        (h)    
                    take any other action which would, under otherwise applicable
principles of                     common law, give rise to a legal or equitable discharge
of the Company from its                     liabilities under this Guaranty;  







it being understood that the
foregoing shall not permit any action by the Agent or any Lender that is not otherwise
permitted by this Agreement or any other Loan Document. 



        12.06    
Reliance. It is not necessary for any Guaranteed Creditor to inquire into the
capacity or powers of any Borrower or the officers, directors, partners or agents acting
or purporting to act on their behalf, and any Guaranteed Obligations made or created in
reliance upon the professed exercise of such powers shall be guaranteed hereunder.  




        12.07    
Subordination. Any of the indebtedness of each Borrower relating to the Guaranteed
Obligations now or hereafter owing to the Company is hereby subordinated to the
Guaranteed Obligations of such Borrower owing to the Guaranteed Creditors, and if the
Agent so requests at a time when an Event of Default exists, all such indebtedness
relating to the Guaranteed Obligations of such Borrower to the Company shall be
collected, enforced and received by the Company for the benefit of the Guaranteed
Creditors and be paid over to the Agent on behalf of the Guaranteed Creditors on account
of the Guaranteed Obligations of such Borrower to the Guaranteed Creditors, but without
affecting or impairing in any manner the liability of the Company under the other
provisions of this Guaranty. Prior to the transfer by the Company of any note or
negotiable instrument evidencing any of the indebtedness relating to the Guaranteed
Obligations of such Borrower to the Company, the Company shall mark such note or
negotiable instrument with a legend that the same is subject to this subordination.
Without limiting the generality of the foregoing, the Company hereby agrees with the
Guaranteed Creditors that it will not exercise any right of subrogation which it may at
any time otherwise have as a result of this Guaranty (whether contractual, under Section
509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.  




95 











        12.08    
Waiver.  




	 	        (a)    
                    The Company waives any right (except as shall be required by
applicable statute                     and cannot be waived) to require any Guaranteed
Creditor to (i) proceed against                     any Borrower, any other guarantor or
any other party, (ii) proceed against or                     exhaust any security held
from any Borrower, any other guarantor or any other                     party or (iii)
pursue any other remedy in any Guaranteed Creditor’s power
                    whatsoever. The Company waives any defense based on or arising out of
any                     defense of any Borrower, any other guarantor or any other party,
other than                     payment in full of the Guaranteed Obligations, based on or
arising out of the                     disability of any Borrower, any other guarantor or
any other party, or the                     validity, legality or unenforceability of the
Guaranteed Obligations or any part                     thereof from any cause, or the
cessation from any cause of the liability of any                     Borrower other than
payment in full of the Guaranteed Obligations. The                     Guaranteed
Creditors may, at their election, foreclose on any security held by
                    the Agent or any other Guaranteed Creditor by one or more judicial or
                    nonjudicial sales, whether or not every aspect of any such sale is
commercially                     reasonable (to the extent such sale is permitted by
applicable law), or exercise                     any other right or remedy the Guaranteed
Creditors may have against any Borrower                     or any other party, or any
security, without affecting or impairing in any way                     the liability of
the Company hereunder except to the extent the Guaranteed                     Obligations
have been paid. The Company waives any defense arising out of any
                    such election by the Guaranteed Creditors, even though such election
operates to                     impair or extinguish any right of reimbursement or
subrogation or other right or                     remedy of the Company against any
Borrower or any other party or any security.  







	 	        (b)    
                    Except as otherwise expressly provided in this Agreement, the Company
waives all                     presentments, demands for performance, protests and
notices, including notices                     of nonperformance, notices of protest,
notices of dishonor, notices of                     acceptance of this Guaranty, and
notices of the existence, creation or incurring                     of new or additional
Guaranteed Obligations. The Company assumes all                     responsibility for
being and keeping itself informed of each Borrower’s                     financial
condition and assets, and of all other circumstances bearing upon the
                    risk of nonpayment of the Guaranteed Obligations and the nature,
scope and                     extent of the risks which the Company assumes and incurs
hereunder, and agrees                     that the Agent and the Lenders shall have no
duty to advise the Company of                     information known to them regarding
such circumstances or risks.  







        12.09    
Nature of Liability. It is the desire and intent of the Company and the Guaranteed
Creditors that this Guaranty shall be enforced against the Company to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which
enforcement is sought. If, however, and to the extent that, the obligations of the
Company under this Guaranty shall be adjudicated to be invalid or unenforceable for any
reason (including because of any applicable state or federal law relating to fraudulent
conveyances or transfers), then the amount of the Guaranteed Obligations shall be deemed
to be reduced and the Company shall pay the maximum amount of the Guaranteed Obligations
which would be permissible under applicable law.  




[signature pages follow] 




96 














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


		OSHKOSH TRUCK CORPORATION
	

 	By:  /s/ Scott L. Ney
		Name:  Scott L. Ney
		Title: Vice President and Treasurer
	


 	BANK OF AMERICA, N.A., as Agent
	

 	By:  /s/ Paul Folino
		Name:  Paul Folino
		Title:  Assistant Vice President
	


 	BANK OF AMERICA, N.A., as a Lender, as an Issuer and as Swing Line Lender
	

 	By:  /s/ Mark R. Motuelle
		Name:  Mark R. Motuelle
		Title:  Vice President















1 












		
		SUNTRUST BANK, as Syndication Agent and as a Lender
	

 	By:  /s/ Heidi M. Khambatta
		Name:  Heidi M. Khambatta
		Title:  Director























2 











		
		WACHOVIA BANK, N.A., as Co-Documentation Agent and as a Lender
	

 	By:  /s/ Jiong Liu
		Name:  Jiong Liu
		Title:  Vice President























3 










		
		LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Lender
	


	By:  /s/ Dusko Marinovic
		Name:  Dusko Marinovic
		Title:  Vice President























4 











		
		HARRIS TRUST AND SAVINGS BANK
	

 	By:  /s/ David L. Crouch
		Name:  David L. Crouch
		Title:  Vice President























5 











		
		U.S. BANK NATIONAL ASSOCIATION
	

 	By:  /s/ Jeff Janza
		Name:  Jeff Janza
		Title:  Vice President























6 










		
		BANK ONE, NA
	

 	By:  /s/ James M. Sumoski
		Name:  James M. Sumoski
		Title:  Director






















7 












		
		BARCLAYS BANK PLC
	

 	By:  /s/ John Giannone
		Name:  John Giannone
		Title:  Director























8 











		
		CALYON NEW YORK BRANCH
	

 	By:  /s/ Lee E. Greve
		Name:  Lee E. Greve
		Title:  Managing Director
	

 	By:  /s/ Joseph A. Philbin
		Name:  Joseph A. Philbin
		Title:  Director



















9 










		
		COMERICA BANK
	

 	By:  /s/ Robert M. Ramirez
		Name:  Robert M. Ramirez
		Title:  Vice President























10 










		
		PNC BANK, N.A.
	

 	By:  /s/ Hana Deiter
		Name:  Hana Deiter
		Title:  Vice President























11 










		
		NATIONAL CITY BANK OF THE MIDWEST
	

 	By:  /s/ Tiffany Cozzolino
		Name:  Tiffany Cozzolino
		Title:  Vice President























12 











		
		THE NORTHERN TRUST COMPANY
	

 	By:  /s/ Peter R. Martinets
		Name:  Peter R. Martinets
		Title:  Vice President

























13 










		
		MIZUHO CORPORATE BANK, LTD.
	

 	By:  /s/ Robert Gallagher
		Name:  Robert Gallagher
		Title:  S.V.P. & Team Leader, Americas Corp. Banking






















14