{"id":40995,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-willamette-industries-inc-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-willamette-industries-inc-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-willamette-industries-inc-bank-of-america.html","title":{"rendered":"Credit Agreement – Willamette Industries Inc., Bank of America NT&SA, ABN AMRO Bank NV, Morgan Guaranty Trust Co. of New York, Nationsbank NA, Wachovia Bank of Georgia NA and BA Securities Inc."},"content":{"rendered":"\n\n U.S. $1,650,000,000\n\n CREDIT AGREEMENT\n\n Dated as of May 10, 1996\n\n among\n\n WILLAMETTE INDUSTRIES, INC.,\n\n\n BANK OF AMERICA NATIONAL TRUST\n AND SAVINGS ASSOCIATION,\n\n as Agent,\n\n ABN AMRO BANK N.V.,\n\n MORGAN GUARANTY TRUST COMPANY OF NEW YORK\n\n NATIONSBANK, N.A.\n\n and\n\n WACHOVIA BANK OF GEORGIA, N.A.\n\n as Co-Agents\n\n and\n\n THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO\n\n Arranged by\n\n BA SECURITIES, INC.\n\n\n\n TABLE OF CONTENTS\n\nSection Page\n\nARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1\n 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . 1\n 1.02 Other Interpretive Provisions . . . . . . . . . . . . . . . 17\n 1.03 Accounting Principles . . . . . . . . . . . . . . . . . . . 18\n\nARTICLE II THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . 19\n 2.01 Amounts and Terms of Commitments. . . . . . . . . . . . . . 19\n (a) The Term Credit. . . . . . . . . . . . . . . . . . . . 19\n (b) The Revolving Credit . . . . . . . . . . . . . . . . . 19\n 2.02 Loan Accounts . . . . . . . . . . . . . . . . . . . . . . . 19\n 2.03 Procedure for Committed Borrowing . . . . . . . . . . . . . 20\n 2.04 Conversion and Continuation Elections for Committed\n Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . 21\n 2.05 Bid Borrowings. . . . . . . . . . . . . . . . . . . . . . . 22\n 2.06 Procedure for Bid Borrowings. . . . . . . . . . . . . . . . 23\n 2.07 Termination or Reduction of Commitments . . . . . . . . . . 27\n (a) Term Commitments . . . . . . . . . . . . . . . . . . . 27\n (b) Revolving Commitments. . . . . . . . . . . . . . . . 27\n 2.08 Optional Prepayments. . . . . . . . . . . . . . . . . . . . 27\n (a) Committed Loans . . . . . . . . . . . . . . . . . . . . 27\n (b) Bid Loans. . . . . . . . . . . . . . . . . . . . . . 28\n 2.09 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . 28\n (a) Asset Dispositions. . . . . . . . . . . . . . . . . . . 28\n (b) Debt and Equity Issuances. . . . . . . . . . . . . . 28\n (c) General. . . . . . . . . . . . . . . . . . . . . . . 28\n 2.10 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . 29\n (a) Term Loans. . . . . . . . . . . . . . . . . . . . . . . 29\n (b) Revolving Loans. . . . . . . . . . . . . . . . . . . 29\n (c) Bid Loans. . . . . . . . . . . . . . . . . . . . . . 29\n 2.11 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 29\n 2.12 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30\n (a) Arrangement and Agency Fees . . . . . . . . . . . . . . 30\n (b) Bid Auction Fee. . . . . . . . . . . . . . . . . . . 30\n (c) Facility Fee . . . . . . . . . . . . . . . . . . . . 30\n 2.13 Computation of Fees and Interest. . . . . . . . . . . . . . 30\n 2.14 Payments by the Company . . . . . . . . . . . . . . . . . . 31\n 2.15 Payments by the Banks and Designated Bidders to the\n Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 32\n 2.16 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . 33\n\nARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY. . . . . . . . . . . 33\n 3.01 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 33\n 3.02 Illegality. . . . . . . . . . . . . . . . . . . . . . . . . 34\n 3.03 Increased Costs and Reduction of Return . . . . . . . . . . 35\n 3.04 Funding Losses. . . . . . . . . . . . . . . . . . . . . . . 36\n 3.05 Inability to Determine Rates. . . . . . . . . . . . . . . . 37\n 3.06 Reserves on Offshore Rate Committed Loans . . . . . . . . . 37\n 3.07 Certificates of Banks . . . . . . . . . . . . . . . . . . . 37\n 3.08 Substitution of Banks . . . . . . . . . . . . . . . . . . . 38\n 3.09 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . 38\n\nARTICLE IV CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . 38\n 4.01 Conditions of Initial Loans . . . . . . . . . . . . . . . . 38\n (a) Credit Agreement and Notes . . . . . . . . . . . . . 38\n (b) Resolutions; Incumbency. . . . . . . . . . . . . . . 38\n (c) Organization Documents; Good Standing. . . . . . . . 39\n (d) Legal Opinions . . . . . . . . . . . . . . . . . . . 39\n (e) Payment of Fees. . . . . . . . . . . . . . . . . . . 39\n (f) Certificate. . . . . . . . . . . . . . . . . . . . . 39\n (g) Acquisition. . . . . . . . . . . . . . . . . . . . . 40\n (h) Approvals and Consents . . . . . . . . . . . . . . . 40\n (i) No Litigation. . . . . . . . . . . . . . . . . . . . 40\n (j) Company Financial Statements . . . . . . . . . . . . 40\n (k) Pro Forma Financial Statements and Projections . . . 40\n (l) Other Documents. . . . . . . . . . . . . . . . . . . 40\n 4.02 Conditions to All Borrowings. . . . . . . . . . . . . . . . 41\n (a) Notice of Borrowing. . . . . . . . . . . . . . . . . 41\n (b) Continuation of Representations and Warranties . . . 41\n (c) No Existing Default. . . . . . . . . . . . . . . . . 41\n (d) No Material Adverse Effect . . . . . . . . . . . . . 41\n\nARTICLE V REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . 42\n 5.01 Corporate Existence and Power . . . . . . . . . . . . . . . 42\n 5.02 Corporate Authorization; No Contravention . . . . . . . . . 42\n 5.03 Governmental Authorization. . . . . . . . . . . . . . . . . 42\n 5.04 Binding Effect. . . . . . . . . . . . . . . . . . . . . . . 43\n 5.05 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . 43\n 5.06 No Default. . . . . . . . . . . . . . . . . . . . . . . . . 43\n 5.07 ERISA Compliance. . . . . . . . . . . . . . . . . . . . . . 43\n 5.08 Use of Proceeds; Margin Regulations . . . . . . . . . . . . 44\n 5.09 Title to Properties; Liens. . . . . . . . . . . . . . . . . 44\n 5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 44\n 5.11 Financial Condition . . . . . . . . . . . . . . . . . . . . 44\n 5.12 Environmental Matters . . . . . . . . . . . . . . . . . . . 45\n 5.13 Regulated Entities. . . . . . . . . . . . . . . . . . . . . 45\n 5.14 No Burdensome Restrictions. . . . . . . . . . . . . . . . . 45\n 5.15 Copyrights, Patents, Trademarks and Licenses, Etc.. . . . . 45\n 5.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 46\n 5.17 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . 46\n\nARTICLE VI AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 46\n 6.01 Financial Statements. . . . . . . . . . . . . . . . . . . . 46\n 6.02 Certificates; Other Information . . . . . . . . . . . . . . 47\n 6.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 47\n 6.04 Preservation of Corporate Existence, Etc. . . . . . . . . . 48\n 6.05 Maintenance of Property . . . . . . . . . . . . . . . . . . 49\n 6.06 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 49\n 6.07 Payment of Obligations. . . . . . . . . . . . . . . . . . . 49\n 6.08 Compliance with Laws. . . . . . . . . . . . . . . . . . . . 50\n 6.09 Maintenance of Books and Records; Inspection. . . . . . . . 50\n 6.10 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 50\n\nARTICLE VII NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . 50\n 7.01 Limitation on Liens . . . . . . . . . . . . . . . . . . . . 50\n 7.02 Restrictions on Fundamental Changes . . . . . . . . . . . . 52\n 7.03 Disposition of Assets . . . . . . . . . . . . . . . . . . . 53\n 7.04 Sales and Leasebacks. . . . . . . . . . . . . . . . . . . . 54\n 7.05 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 54\n 7.06 Interest Coverage Ratio . . . . . . . . . . . . . . . . . . 55\n 7.07 Maximum Funded Debt to Capitalization . . . . . . . . . . . 55\n 7.08 Transactions with Affiliates. . . . . . . . . . . . . . . . 55\n 7.09 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 55\n 7.10 Change in Business. . . . . . . . . . . . . . . . . . . . . 55\n 7.11 Accounting Changes. . . . . . . . . . . . . . . . . . . . . 55\n\nARTICLE VIII EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 55\n 8.01 Event of Default. . . . . . . . . . . . . . . . . . . . . . 55\n (a) Non-Payment. . . . . . . . . . . . . . . . . . . . . 55\n (b) Representation or Warranty . . . . . . . . . . . . . 56\n (c) Specific Defaults. . . . . . . . . . . . . . . . . . 56\n (d) Other Defaults . . . . . . . . . . . . . . . . . . . 56\n (e) Cross-Default. . . . . . . . . . . . . . . . . . . . 56\n (f) Insolvency; Voluntary Proceedings. . . . . . . . . . 56\n (g) Involuntary Proceedings. . . . . . . . . . . . . . . 56\n (h) ERISA. . . . . . . . . . . . . . . . . . . . . . . . 57\n (i) Monetary Judgments . . . . . . . . . . . . . . . . . 57\n (j) Non-Monetary Judgments . . . . . . . . . . . . . . . 57\n (k) Change of Control. . . . . . . . . . . . . . . . . . 57\n (l) Adverse Change . . . . . . . . . . . . . . . . . . . 57\n 8.02 Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 57\n 8.03 Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . 58\n\nARTICLE IX THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . 58\n 9.01 Appointment and Authorization; \"Agent\". . . . . . . . . . . 58\n 9.02 Delegation of Duties. . . . . . . . . . . . . . . . . . . . 58\n 9.03 Liability of Agent. . . . . . . . . . . . . . . . . . . . . 58\n 9.04 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . 59\n 9.05 Notice of Default . . . . . . . . . . . . . . . . . . . . . 60\n 9.06 Credit Decision . . . . . . . . . . . . . . . . . . . . . . 60\n 9.07 Indemnification of Agent. . . . . . . . . . . . . . . . . . 60\n 9.08 Agent in Individual Capacity. . . . . . . . . . . . . . . . 61\n 9.09 Successor Agent . . . . . . . . . . . . . . . . . . . . . . 61\n 9.10 Withholding Tax . . . . . . . . . . . . . . . . . . . . . . 61\n 9.11 Co-Agents; Lead Managers. . . . . . . . . . . . . . . . . . 63\n\nARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 63\n 10.01 Amendments and Waivers. . . . . . . . . . . . . . . . . . . 63\n 10.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 64\n 10.03 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . 65\n 10.04 Costs and Expenses. . . . . . . . . . . . . . . . . . . . . 65\n 10.05 Company Indemnification . . . . . . . . . . . . . . . . . . 65\n 10.06 Payments Set Aside. . . . . . . . . . . . . . . . . . . . . 66\n 10.07 Successors and Assigns. . . . . . . . . . . . . . . . . . . 66\n 10.08 Assignments, Participations, Etc. . . . . . . . . . . . . . 66\n 10.09 Designated Bidders. . . . . . . . . . . . . . . . . . . . . 68\n 10.10 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 68\n 10.11 Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . 69\n 10.12 Notification of Addresses, Lending Offices, Etc.. . . . . . 69\n 10.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 69\n 10.14 Severability. . . . . . . . . . . . . . . . . . . . . . . . 70\n 10.15 No Third Parties Benefited. . . . . . . . . . . . . . . . . 70\n 10.16 Governing Law and Jurisdiction. . . . . . . . . . . . . . . 70\n 10.17 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . 70\n 10.18 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . 71\n\n ANNEXES\n\n Annex I Pricing Grid\n\n SCHEDULES\n\n Schedule 2.01 Commitments and Pro Rata Shares\n Schedule 5.07 ERISA Compliance\n Schedule 10.02 Lending Offices; Addresses for Notices\n\n EXHIBITS\n\n Exhibit A Form of Notice of Borrowing\n Exhibit B Form of Notice of Conversion\/Continuation\n Exhibit C Form of Compliance Certificate\n Exhibit D Form of Legal Opinion of Company's Counsel\n Exhibit E Form of Assignment and Acceptance\n Exhibit F Form of Invitation for Competitive Bids\n Exhibit G Form of Competitive Bid Request\n Exhibit H Form of Competitive Bid\n Exhibit I-1 Form of Committed Loan Note (Revolving Loans)\n Exhibit I-2 Form of Committed Loan Note (Term Loans)\n Exhibit J Form of Bid Loan Note\n Exhibit K Form of Designation Agreement\n\n CREDIT AGREEMENT\n\n\n This CREDIT AGREEMENT is entered into as of May 10, 1996, among\nWILLAMETTE INDUSTRIES, INC., an Oregon corporation (the \"Company\"), the\nseveral financial institutions from time to time party to this Agreement\n(individually, a \"Bank,\" and collectively, the \"Banks\"), ABN AMRO BANK N.V.,\nMORGAN GUARANTY TRUST COMPANY OF NEW YORK, NATIONSBANK, N.A. and WACHOVIA BANK\nOF GEORGIA, N.A., as co-agents, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS\nASSOCIATION, as agent for the Banks.\n\n WHEREAS, the Banks have agreed to make available to the Company a term\nloan facility, and a revolving credit and bid loan facility, upon the terms\nand conditions set forth in this Agreement;\n\n NOW, THEREFORE, in consideration of the mutual agreements, provisions\nand covenants contained herein, the parties agree as follows:\n\n\n ARTICLE I\n\n DEFINITIONS\n\n 1.01 Certain Defined Terms. The following terms have the following\nmeanings:\n\n \"Absolute Rate\" has the meaning specified in\n subsection 2.06(c)(ii)(D).\n\n \"Absolute Rate Auction\" means a solicitation of Competitive\n Bids setting forth Absolute Rates pursuant to Section 2.06.\n\n \"Absolute Rate Bid Loan\" means a Bid Loan that bears\n interest at a rate determined with reference to the Absolute Rate.\n\n \"Acquisition\" means the acquisition by the Company of certain\n timberlands and other assets in the United States from Hanson Natural\n Resources Company, a Delaware general partnership, Cavenham Energy\n Resources Inc., a Delaware corporation, and Cavenham Forest Industries\n Inc., a Delaware corporation.\n\n \"Affiliate\" means, as to any Person, any other Person which,\n directly or indirectly, is in control of, is controlled by, or is under\n common control with, such Person. A Person shall be deemed to control\n another Person if the controlling Person possesses, directly or\n indirectly, the power to direct or cause the direction of the management\n and policies of the other Person, whether through the ownership of\n voting securities, membership interests, by contract, or otherwise.\n\n \"Agent\" means BofA in its capacity as agent for the Banks and the\n Designated Bidders hereunder, and any successor agent arising under\n Section 9.09.\n\n \"Agent-Related Persons\" means (i) BofA and any successor agent\n arising under Section 9.09, together with their respective Affiliates\n (including, in the case of BofA, the Arranger), and (ii) the officers,\n directors, employees, agents and attorneys-in-fact of such Persons and\n Affiliates.\n\n \"Agent's Payment Office\" means the address for payments set forth\n on Schedule 10.02 or such other address as the Agent may from time to\n time specify.\n\n \"Agreement\" means this Credit Agreement.\n\n \"Applicable Fee Amount\" means with respect to the Facility Fee,\n the amount set forth opposite the indicated Level below the heading\n \"Facility Fee\" in the pricing grid set forth on Annex I in accordance\n with the parameters for calculations of such amount also set forth on\n Annex I.\n\n \"Applicable Margin\" means (i) with respect to Base Rate Committed\n Loans, 0%; and (ii) with respect to Offshore Rate Committed Loans, the\n amount set forth opposite the indicated Level below the heading\n \"Revolving Loan LIBO Rate Spread\" or \"Term Loan LIBO Rate Spread,\" as\n applicable, in the pricing grid set forth on Annex I in accordance with\n the parameters for calculations of such amounts also set forth on\n Annex I.\n\n \"Arranger\" means BA Securities, Inc., a Delaware corporation.\n\n \"Assignee\" has the meaning specified in subsection 10.08(a).\n\n \"Attorney Costs\" means and includes all reasonable fees and\n disbursements of any law firm or other external counsel, the allocated\n cost of internal legal services and all reasonable disbursements of\n internal counsel.\n\n \"Bank\" has the meaning specified in the introductory clause\n hereto.\n\n \"Bankruptcy Code\" means the Federal Bankruptcy Reform Act of 1978\n (11 U.S.C. Section 101, et seq.).\n\n \"Base Rate\" means, for any day, the higher of: (a) 0.50% per annum\n above the latest Federal Funds Rate; and (b) the rate of interest in\n effect for such day as publicly announced from time to time by BofA in\n San Francisco, California, as its \"reference rate.\" (The \"reference\n rate\" is a rate set by BofA based upon various factors including BofA's\n costs and desired return, general economic conditions and other factors,\n and is used as a reference point for pricing some loans, which may be\n priced at, above, or below such announced rate.)\n\n Any change in the reference rate announced by BofA shall take\n effect at the opening of business on the day specified in the public\n announcement of such change.\n\n \"Base Rate Committed Loan\" means a Committed Loan that bears\n interest based on the Base Rate.\n\n \"Bid Borrowing\" means a Borrowing hereunder consisting of\n one or more Bid Loans made to the Company on the same day by one\n or more Bid Loan Banks or Designated Bidders.\n\n \"Bid Loan\" means a Loan by a Bid Loan Bank or a Designated\n Bidder to the Company under Section 2.05, which may be a LIBOR Bid\n Loan or an Absolute Rate Bid Loan.\n\n \"Bid Loan Bank\" means each Bank specified in a written\n notice from the Company to the Agent (which, in the case of the\n first such notice, must be given at least five Business Days prior\n to the first Competitive Bid Request hereunder) unless such Bank\n has since been specified by the Company as no longer being a Bid\n Loan Bank in a written notice to the Agent; provided that (i) the\n addition or removal of a Bid Loan Bank shall not take effect until\n five Business Days following the Agent's receipt of written notice\n thereof, (ii) the number of Bid Loan Banks at any time (exclusive\n of any Bid Loan Bank which has since been specified by the Company\n as no longer being a Bid Loan Bank in a written notice to the\n Agent but which still has Bid loans outstanding) may not be less\n than ten, and (iii) Bid Loan Banks may be added or removed only on\n one day in each calendar month; and provided, further, that the\n Company may not give notice adding or removing Bid Loan Banks\n during a LIBOR Auction or an Absolute Rate Auction. Subject to the\n foregoing, Bid Loan Banks may be selected, added or removed\n hereunder in the Company's discretion. As used herein, the term\n \"Bid Loan Bank\" shall include any Bank which was previously\n specified as a Bid Loan Bank and then specified as no longer being\n a Bid Loan Bank but still has Bid Loans outstanding. The Agent\n will promptly notify the Banks of any notice from the Company\n selecting, adding or removing Bid Loan Banks.\n\n \"Bid Loan Note\" has the meaning specified in Section 2.02.\n\n \"BofA\" means Bank of America National Trust and Savings\n Association, a national banking association.\n\n \"Borrowing\" means a borrowing hereunder consisting of Loans of the\n same Type made to the Company on the same day by the Banks or (in the\n case of Bid Borrowings) Designated Bidders under Article II, and may be\n a Committed Borrowing or a Bid Borrowing and, other than in the case of\n Base Rate Committed Loans, having the same Interest Period.\n\n \"Borrowing Date\" means any date on which a Committed Borrowing\n occurs under Section 2.03 or a Bid Borrowing occurs under Section 2.06.\n\n \"Business Day\" means any day other than a Saturday, Sunday or\n other day on which commercial banks in New York City or San Francisco\n are authorized or required by law to close and, if the applicable\n Business Day relates to any Offshore Rate Loan, means such a day on\n which dealings are carried on in the applicable offshore dollar\n interbank market.\n\n \"Capital Adequacy Regulation\" means any guideline, request or\n directive of any central bank or other Governmental Authority, or any\n other law, rule or regulation, whether or not having the force of law,\n in each case, regarding capital adequacy of any bank or of any\n corporation controlling a bank.\n\n \"Capital Expenditures\" means, for any period, expenditures\n (including the aggregate amount of any capital lease obligations\n incurred during such period) made by the Company or any of its\n Subsidiaries to acquire or to construct fixed assets, plant and\n equipment during such period as determined in accordance with GAAP;\n provided, however, that Capital Expenditures shall exclude expenditures\n to make the Acquisition, or any other acquisition of substantially all\n of the capital stock of or other equity interests in any Person, or\n substantially all of the assets of any Person or any division, business\n unit or line of business of any Person, to the extent funded by Loans\n hereunder (\"Excluded Capital Expenditures\").\n\n \"Capitalization\", on any date, means the sum of (i) Consolidated\n Funded Debt plus (ii) Net Worth on such date.\n\n \"Change of Control\" means (i) any transaction or series of related\n transactions in which any Person or two or more Persons acting in\n concert shall acquire beneficial ownership, directly or indirectly, of\n securities of the Company (or other securities convertible into such\n securities) representing 40% or more of the combined voting power of all\n securities of the Company entitled to vote in the election of directors;\n or (ii) during any period of up to 12 consecutive months, commencing\n after the Effective Date, individuals who at the beginning of such 12\n month period were directors of the Company shall cease for any reason to\n constitute a majority of the Board of Directors of the Company and the\n Persons replacing such individuals shall not have been nominated by the\n Board of Directors of the Company.\n\n \"Closing Date\" means the date of the initial funding of any Loan\n hereunder.\n\n \"Co-Agent\" means each of ABN AMRO Bank N.V., Morgan Guaranty Trust\n Company of New York, Nationsbank, N.A. and Wachovia Bank of Georgia,\n N.A., in its capacity as co-agent hereunder.\n\n \"Code\" means the Internal Revenue Code of 1986.\n\n \"Commitment\" means, for each Bank, the sum of its Revolving\n Commitment and Term Commitment.\n\n \"Committed Borrowing\" means a Borrowing hereunder consisting\n of Committed Loans made on the same day by the Banks ratably\n according to their respective Pro Rata Shares and, in the case of\n Offshore Rate Committed Loans, having the same Interest Periods.\n\n \"Committed Loan\" means a Term Loan or a Revolving Loan made\n by a Bank to the Company under Section 2.01.\n\n \"Committed Loan Note\" has the meaning specified in Section 2.02.\n\n \"Competitive Bid\" means an offer by a Bid Loan Bank or a\n Designated Bidder to make a Bid Loan in accordance with subsection\n 2.06(c).\n\n \"Competitive Bid Request\" has the meaning specified in\n subsection 2.06(a).\n\n \"Compliance Certificate\" means a certificate substantially in the\n form of Exhibit C.\n\n \"Consolidated EBITDA\" means, for any period, net income for such\n period, plus Consolidated Interest Expense for such period, plus income\n tax expense for such period, plus depreciation expense, amortization\n expense and other non-cash expenses for such period, of the Company and\n its Subsidiaries on a consolidated basis, as determined in accordance\n with GAAP.\n\n \"Consolidated Funded Debt\" means, as of any date of determination,\n all Indebtedness of the Company and its Subsidiaries on such date, on a\n consolidated basis and as determined in accordance with GAAP.\n\n \"Consolidated Gross Interest Expense\" means, for any period,\n interest expense of the Company and its Subsidiaries for such period,\n plus interest of the Company and its Subsidiaries capitalized during\n such period, in each case on a consolidated basis and as determined in\n accordance with GAAP.\n\n \"Consolidated Interest Coverage Ratio\" means, for any period, the\n ratio of (i) Consolidated EBITDA, minus Capital Expenditures, for such\n period, to (ii) Consolidated Gross Interest Expense for such period.\n\n \"Consolidated Interest Expense\" means, for any period, interest\n expense of the Company and its Subsidiaries on a consolidated basis for\n such period, as determined in accordance with GAAP.\n\n \"Consolidated Net Tangible Assets\" means the aggregate amount of\n assets of the Company and its Subsidiaries (minus applicable reserves\n and other properly deductible items) after deducting therefrom (i) all\n liabilities other than deferred income taxes, Consolidated Funded Debt\n and shareholders' equity and (ii) all goodwill, trade names, trademarks,\n patents, organization expenses and other like intangibles, all as set\n forth on the most recent balance sheet of the Company and its\n Subsidiaries, on a consolidated basis and determined in accordance with\n GAAP.\n\n \"Contractual Obligation\" means, as to any Person, any provision of\n any security issued by such Person or of any agreement, undertaking,\n contract, indenture, mortgage, deed of trust or other instrument,\n document or agreement to which such Person is a party or by which it or\n any of its property is bound.\n\n \"Conversion\/Continuation Date\" means any date on which, under\n Section 2.04, the Company (a) converts Committed Loans of one Type to\n another Type, or (b) continues as Committed Loans of the same Type, but\n with a new Interest Period, Committed Loans having Interest Periods\n expiring on such date.\n\n \"Debt Rating\" means the rating of the Company's senior unsecured\n long-term debt by each of S&P and Moody's.\n\n \"Default\" means any event or circumstance which, with the giving\n of notice, the lapse of time, or both, would (if not cured or otherwise\n remedied during such time) constitute an Event of Default.\n\n \"Designated Bidder\" means an Affiliate of a Bid Loan Bank that is\n an entity described in clause (c)(i) or (ii) of the definition of\n \"Eligible Assignee\" and that has become a party hereto pursuant to\n Section 10.09.\n\n \"Designation Agreement\" means a designation agreement entered into\n by a Bank and a Designated Bidder and accepted by the Agent, in\n substantially the form of Exhibit K.\n\n \"Disposition\" means the sale, lease, conveyance or other\n disposition of property or assets, other than sales or other\n dispositions expressly permitted under subsections 7.03(a) through\n 7.03(f).\n\n \"Dollars\", \"dollars\" and \"$\" each mean lawful money of the United\n States.\n\n \"Effective Date\" means May 10, 1996, the date as of which this\n Agreement has been executed and delivered by the parties hereto.\n\n \"Eligible Assignee\" means (a) a commercial bank organized under\n the laws of the United States, or any state thereof, and having a\n combined capital and surplus of at least $250,000,000; (b) a commercial\n bank organized under the laws of any other country which is a member of\n the Organization for Economic Cooperation and Development (the \"OECD\"),\n or a political subdivision of any such country, and having a combined\n capital and surplus of at least $250,000,000, provided that such bank is\n acting through a branch or agency located in the United States; and\n (c) a Person that is primarily engaged in the business of commercial\n banking and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a\n Person of which a Bank is a Subsidiary, or (iii) a Person of which a\n Bank is a Subsidiary.\n\n \"Environmental Claims\" means all claims, however asserted, by any\n Governmental Authority or other Person alleging potential liability or\n responsibility for violation of any Environmental Law.\n\n \"Environmental Laws\" means all federal, state or local laws,\n statutes, common law duties, rules, regulations, ordinances and codes,\n together with all administrative orders, directed duties, requests,\n licenses, authorizations and permits of, and agreements with, any\n Governmental Authorities, in each case relating to environmental,\n health, safety and land use matters.\n\n \"ERISA\" means the Employee Retirement Income Security Act of 1974.\n\n \"ERISA Affiliate\" means any trade or business (whether or not\n incorporated) under common control with the Company within the meaning\n of Section 414(b) or (c) of the Code.\n\n \"ERISA Event\" means (a) a Reportable Event with respect to a\n Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate\n from a Pension Plan subject to Section 4063 of ERISA during a plan year\n in which it was a substantial employer (as defined in Section 4001(a)(2)\n of ERISA) or a cessation of operations which is treated as such a\n withdrawal under Section 4062(e) of ERISA; (c) a complete or partial\n withdrawal by the Company or any ERISA Affiliate from a Multiemployer\n Plan or notification that a Multiemployer Plan is in reorganization; (d)\n the filing of a notice of intent to terminate, the treatment of a Plan\n amendment as a termination under Section 4041 or 4041A of ERISA, or the\n commencement of proceedings by the PBGC to terminate a Pension Plan or\n Multiemployer Plan; (e) an event or condition which might reasonably be\n expected to constitute grounds under Section 4042 of ERISA for the\n termination of, or the appointment of a trustee to administer, any\n Pension Plan or Multiemployer Plan; or (f) the imposition of any\n liability under Title IV of ERISA, other than PBGC premiums due but not\n delinquent under Section 4007 of ERISA, upon the Company or any ERISA\n Affiliate.\n\n \"Event of Default\" means any of the events or circumstances\n specified in Section 8.01.\n\n \"Exchange Act\" means the Securities Exchange Act of 1934.\n\n \"Facility Fee\" has the meaning specified in subsection 2.12(c).\n\n \"FDIC\" means the Federal Deposit Insurance Corporation, and any\n Governmental Authority succeeding to any of its principal functions.\n\n \"Federal Funds Rate\" means, for any day, the rate set forth in the\n weekly statistical release designated as H.15(519), or any successor\n publication, published by the Federal Reserve Bank of New York with\n respect to the preceding Business Day opposite the caption \"Federal\n Funds (Effective)\"; or, if for any relevant day such rate is not so\n published with respect to any such preceding Business Day, the rate for\n such day will be the arithmetic mean as determined by the Agent of the\n rates for the last transaction in overnight Federal funds arranged prior\n to 9:00 a.m. (New York City time) on that day by each of three leading\n brokers of Federal funds transactions in New York City selected by the\n Agent.\n\n \"Fee Letter\" has the meaning specified in subsection 2.12(a).\n\n \"FRB\" means the Board of Governors of the Federal Reserve System,\n and any Governmental Authority succeeding to any of its principal\n functions.\n\n \"Further Taxes\" means any and all present or future taxes, levies,\n assessments, imposts, duties, deductions, fees, withholdings or similar\n charges (including net income taxes and franchise taxes), and all\n liabilities with respect thereto, imposed by any jurisdiction on account\n of amounts payable or paid pursuant to Section 3.01.\n\n \"GAAP\" means generally accepted accounting principles set forth\n from time to time in the opinions and pronouncements of the Accounting\n Principles Board and the American Institute of Certified Public\n Accountants and statements and pronouncements of the Financial\n Accounting Standards Board (or agencies with similar functions of\n comparable stature and authority within the U.S. accounting profession),\n which are applicable to the circumstances as of the date of\n determination, subject to Section 1.03.\n\n \"Governmental Authority\" means any nation or government, any state\n or other political subdivision thereof, any central bank (or similar\n monetary or regulatory authority) thereof, any entity exercising\n executive, legislative, judicial, regulatory or administrative functions\n of or pertaining to government, and any corporation or other entity\n owned or controlled, through stock or capital ownership or otherwise, by\n any of the foregoing.\n\n \"Indebtedness\" of any Person means, without duplication, (a) all\n indebtedness for borrowed money; (b) all obligations issued, undertaken\n or assumed as the deferred purchase price of property or services (other\n than trade payables entered into in the ordinary course of business on\n ordinary terms); (c) all reimbursement or payment obligations\n (contingent or otherwise) with respect to Surety Instruments (in the\n case of letters of credit, whether or not drawn); (d) all obligations\n evidenced by notes, bonds, debentures or similar instruments; (e) all\n indebtedness created or arising under any conditional sale or other\n title retention agreement, or incurred as financing, in either case with\n respect to property acquired by the Person (even though the rights and\n remedies of the seller or bank under such agreement in the event of\n default are limited to repossession or sale of such property); (f) all\n obligations with respect to capital leases; (g) all net liabilities of\n such Person under all Swap Contracts; (h) all indebtedness referred to\n in clauses (a) through (g) above secured by (or for which the holder of\n such Indebtedness has an existing right, contingent or otherwise, to be\n secured by) any Lien upon or in property (including accounts and\n contracts rights) owned by such Person, even though such Person has not\n assumed or become liable for the payment of such Indebtedness; and (i)\n all guaranties and other direct and indirect liabilities of any Person\n in respect of indebtedness or obligations of others of the kinds\n referred to in clauses (a) through (h) above. For all purposes of this\n Agreement, the Indebtedness of any Person shall include all recourse\n Indebtedness of any partnership or joint venture or limited liability\n company in which such Person is a general partner or a joint venturer or\n a member.\n\n \"Indemnified Liabilities\" has the meaning specified in Section\n 10.05.\n\n \"Indemnified Person\" has the meaning specified in Section 10.05.\n\n \"Independent Auditor\" has the meaning specified in subsection\n 6.01(a).\n\n \"Ineligible Securities\" means securities which may not be\n underwritten or dealt in by member banks of the Federal Reserve System\n under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24,\n Seventh), as amended.\n\n \"Insolvency Proceeding\" means, with respect to any Person, (a) any\n case, action or proceeding with respect to such Person before any court\n or other Governmental Authority relating to bankruptcy, reorganization,\n insolvency, liquidation, receivership, dissolution, winding-up or relief\n of debtors, or (b) any general assignment for the benefit of creditors,\n composition, marshalling of assets for creditors, or other, similar\n arrangement in respect of its creditors generally or any substantial\n portion of its creditors; undertaken under U.S. Federal, state or\n foreign law, including the Bankruptcy Code.\n\n \"Interest Payment Date\" means, as to any Loan other than a Base\n Rate Committed Loan, the last day of each Interest Period applicable to\n such Loan and, as to any Base Rate Committed Loan, the last Business Day\n of each calendar quarter and each date such Base Rate Committed Loan is\n converted into another Type of Committed Loan; provided, however, that\n (a) if any Interest Period for an Offshore Rate Committed Loan exceeds\n three months, the date that falls three months after the beginning of\n such Interest Period and after each Interest Payment Date thereafter is\n also an Interest Payment Date, and (b) as to any Bid Loan, such\n intervening dates prior to the maturity thereof as may be specified by\n the Company and agreed to by the applicable Bid Loan Bank or Designated\n Bidder in the applicable Competitive Bid shall also be Interest Payment\n Dates.\n\n \"Interest Period\" means, (a) as to any Offshore Rate Loan, the\n period commencing on the Borrowing Date of such Loan, or (in the case of\n any Offshore Rate Committed Loan) on the Conversion\/Continuation Date on\n which the Loan is converted into or continued as an Offshore Rate\n Committed Loan, and ending on the date one, two, three or six months\n thereafter as selected by the Company in its Notice of Borrowing, Notice\n of Conversion\/Continuation or Competitive Bid Request, as the case may\n be; and (b) as to any Absolute Rate Bid Loan, a period of not less than\n 14 days and not more than 365 days (366 days in leap years) as selected\n by the Company in the applicable Competitive Bid Request;\n\n provided that:\n\n (i) if any Interest Period would otherwise end on a day\n that is not a Business Day, that Interest Period shall be extended\n to the following Business Day unless, in the case of an Offshore\n Rate Loan, the result of such extension would be to carry such\n Interest Period into another calendar month, in which event such\n Interest Period shall end on the preceding Business Day;\n\n (ii) any Interest Period pertaining to an Offshore Rate\n Loan that begins on the last Business Day of a calendar month (or\n on a day for which there is no numerically corresponding day in\n the calendar month at the end of such Interest Period) shall end\n on the last Business Day of the calendar month at the end of such\n Interest Period;\n\n (iii) no Interest Period for any Term Loan shall extend\n beyond the Term Maturity Date, and no Interest Period for any\n Revolving Loan shall extend beyond the Revolving Termination Date;\n and\n\n (iv) no Interest Period applicable to a Term Loan or\n portion thereof shall extend beyond any date upon which is due any\n scheduled principal payment in respect of the Term Loans unless\n the aggregate principal amount of Term Loans represented by Base\n Rate Committed Loans and by Offshore Rate Committed Loans having\n Interest Periods that will expire on or before such date, equals\n or exceeds the amount of such principal payment.\n\n \"Invitation for Competitive Bids\" means a solicitation for\n Competitive Bids, substantially in the form of Exhibit F.\n\n \"IRS\" means the Internal Revenue Service, and any Governmental\n Authority succeeding to any of its principal functions under the Code.\n\n \"Lending Office\" means (i), as to any Bank, the office or offices\n of such Bank specified as its \"Lending Office\" or \"Domestic Lending\n Office\" or \"Offshore Lending Office\", as the case may be, on Schedule\n 10.02; (ii), as to any Designated Bidder, the office or offices of such\n Designated Bidder specified as its \"Lending Office\" or \"Lending Offices\"\n in its Designation Agreement; and (iii) such other office or offices as\n such Bank or Designated Bidder may from time to time notify the Company\n and the Agent.\n\n \"LIBO Rate\" for any Interest Period, with respect to each LIBOR\n Bid Loan in any Bid Borrowing or an Offshore Rate Committed Loan, means:\n\n (i) the rate of interest per annum determined by the Agent to be\n the rate of interest per annum appearing on Telerate display page 3750\n (or such other display on the Telerate System as may replace such page)\n for Dollar deposits in the approximate amount of, in the case of LIBOR\n Bid Loans and with respect to each LIBOR Bid Loan in the applicable Bid\n Borrowing, such LIBOR Bid Loan to be borrowed in such Bid Borrowing,\n and, in the case of Offshore Rate Committed Loans, the Offshore Rate\n Committed Loan to be made, continued or converted by BofA, and having a\n maturity comparable to such Interest Period, at approximately 11:00 a.m.\n (London time) two Business Days prior to the commencement of such\n Interest Period, subject to clause (ii) below; or\n\n (ii) if for any reason rates are not available as provided in the\n preceding clause (i) of this definition, the \"LIBO Rate\" instead means\n the rate of interest per annum determined by the Agent to be the\n arithmetic mean (rounded upward to the nearest 1\/16th of 1%) of the\n rates of interest per annum notified to the Agent by BofA as the rate of\n interest at which Dollar deposits in the approximate amount of, in the\n case of LIBOR Bid Loans and with respect to each LIBOR Bid Loan in the\n applicable Bid Borrowing, such LIBOR Bid Loan to be borrowed in such Bid\n Borrowing, and, in the case of Offshore Rate Committed Loans, the\n Offshore Rate Committed Loan to be made, continued or converted by BofA,\n and having a maturity comparable to such Interest Period, would be\n offered to major banks in the London interbank market at their request\n at approximately 11:00 a.m. (London time) two Business Days prior to the\n commencement of such Interest Period.\n\n \"LIBOR Auction\" means a solicitation of Competitive Bids\n setting forth a LIBOR Bid Margin pursuant to Section 2.06.\n\n \"LIBOR Bid Loan\" means any Bid Loan that bears interest at a\n rate based upon the LIBO Rate.\n\n \"LIBOR Bid Margin\" has the meaning specified in subsection\n 2.06(c)(ii)(C).\n\n \"Lien\" means any mortgage, deed of trust, pledge, hypothecation,\n assignment, charge or deposit arrangement for security purposes, lien\n (statutory or other) or other security interest or encumbrance of any\n kind or nature in respect of any property (including those created by,\n arising under or evidenced by any conditional sale or other title\n retention agreement, the interest of a lessor under a capital lease, any\n financing lease having substantially the same economic effect as any of\n the foregoing, or the filing of any financing statement naming the owner\n of the asset to which such lien relates as debtor, under the Uniform\n Commercial Code or any comparable law) and any contingent or other\n agreement to provide any of the foregoing, but not including the\n interest of a lessor under an operating lease.\n\n \"Loan\" means an extension of credit by a Bank or a Designated\n Bidder to the Company under Article II, and may be a Committed Loan\n (including any Revolving Loan or Term Loan) or a Bid Loan.\n\n \"Loan Documents\" means this Agreement, any Notes, the Fee Letter\n and all other documents delivered to the Agent or any Bank or Designated\n Bidder in connection herewith.\n\n \"Majority Banks\" means (a) Banks holding more than 66-2\/3% of the\n Commitments, or (b) if the Commitments have been terminated, Banks\n holding more than 66-2\/3% of the then aggregate unpaid principal amount\n of the Loans. For purposes of this definition, each Bank shall be\n deemed to hold all outstanding Bid Loans of such Bank's Designated\n Bidders.\n\n \"Margin Stock\" means \"margin stock\" as such term is defined in\n Regulation G, T, U or X of the FRB.\n\n \"Material Adverse Effect\" means (a) a material adverse change in,\n or a material adverse effect upon, the operations, business, properties,\n condition (financial or otherwise) or prospects of the Company or the\n Company and its Subsidiaries taken as a whole; (b) a material impairment\n of the ability of the Company to perform under any Loan Document and to\n avoid any Event of Default; or (c) a material adverse effect upon the\n legality, validity, binding effect or enforceability against the Company\n of any Loan Document.\n\n \"Moody's\" means Moody's Investors Service, Inc.\n\n \"Multiemployer Plan\" means a \"multiemployer plan\", within the\n meaning of Section 4001(a)(3) of ERISA, to which the Company or any\n ERISA Affiliate makes, is making, or is obligated to make contributions\n or, during the preceding three calendar years, has made, or been\n obligated to make, contributions.\n\n \"Net Issuance Proceeds\" means, as to any incurrence, issuance or\n sale of Indebtedness of the type referred to in clause (a) and clause\n (d) of the definition of Indebtedness herein, or any issuance or sale of\n equity, by any Person, cash proceeds received or receivable by such\n Person in connection therewith, net of commissions, fees and other\n reasonable out-of-pocket costs and expenses paid or incurred in\n connection therewith in favor of any Person not an Affiliate of such\n Person; provided that the following shall not be deemed Net Issuance\n Proceeds hereunder: (i) any incurrence of any such Indebtedness by any\n Subsidiary from the Company or any other Subsidiary, or any issuance or\n sale of equity securities by any Subsidiary to the Company or any other\n Subsidiary; (ii) any issuance or sale of equity securities pursuant to\n any stock option plan or employee benefit or compensation plan;\n (iii) any such Indebtedness incurred pursuant to this Agreement;\n (iv) any such Indebtedness in connection with commercial paper notes or\n other short term Indebtedness to the extent that unutilized Revolving\n Commitments hereunder constitute credit support with respect thereto;\n (v) any such Indebtedness incurred in connection with any extension,\n renewal, refinancing or replacement of any existing Indebtedness (to the\n extent that the aggregate principal amount of such Indebtedness is not\n increased in connection therewith); and (vi) any such Indebtedness in\n connection with any industrial revenue bond issuance.\n\n \"Net Proceeds\" means, as to any Disposition by a Person, proceeds\n in cash and cash equivalents as and when received by such Person\n (including such proceeds subsequently received in respect of noncash\n consideration initially received and amounts initially placed in escrow\n that subsequently become available), net of: (A) the direct costs\n relating to such Disposition (excluding amounts payable to such Person\n or any Affiliate of such Person), (B) sale, use or other transaction\n taxes paid or payable by such Person as a direct result thereof, and\n (C) amounts required to be applied to repay principal, interest and\n prepayment premiums and penalties on Indebtedness secured by a Lien on\n the asset which is the subject of such Disposition; provided that, if no\n Default or Event of Default exists hereunder, any such proceeds shall\n not be considered Net Proceeds to the extent that such proceeds are\n placed in an escrow account promptly upon the receipt thereof and within\n 180 days after receipt of such proceeds, such proceeds are applied to\n the replacement of all or any part of the assets in respect of which\n such cash proceeds were received, it being understood that any portion\n of such proceeds that has not been so used within such 180 day period\n shall be deemed to be Net Proceeds for purposes hereof.\n\n \"Net Worth\" means, as of any date, the sum of the capital stock\n and additional paid in capital plus retained earnings (or minus\n accumulated deficits) of the Company and its Subsidiaries on such date,\n on a consolidated basis and as determined in accordance with GAAP.\n\n \"Notes\" means the Committed Loan Notes and the Bid Loan Notes.\n\n \"Notice of Borrowing\" means a notice in substantially the form of\n Exhibit A.\n\n \"Notice of Conversion\/Continuation\" means a notice in\n substantially the form of Exhibit B.\n\n \"Obligations\" means all advances, debts, liabilities, obligations,\n covenants and duties arising under any Loan Document, owing by the\n Company to any Bank, Designated Bidder, the Agent, or any Indemnified\n Person, whether direct or indirect (including those acquired by\n assignment), absolute or contingent, due or to become due, now existing\n or hereafter arising.\n\n \"Offshore Rate Committed Loan\" means any Committed Loan that bears\n interest based on the LIBO Rate.\n\n \"Offshore Rate Loan\" means any LIBOR Bid Loan or any Offshore Rate\n Committed Loan.\n\n \"Organization Documents\" means, for any corporation, the\n certificate or articles of incorporation, the bylaws, any certificate of\n determination or instrument relating to the rights of preferred\n shareholders of such corporation, any shareholder rights agreement, and\n all applicable resolutions of the board of directors (or any committee\n thereof) of such corporation.\n\n \"Other Taxes\" means any present or future stamp, court or\n documentary taxes or any other excise or property taxes, charges or\n similar levies which arise from any payment made hereunder or from the\n execution, delivery, performance, enforcement or registration of, or\n otherwise with respect to, this Agreement or any other Loan Documents.\n\n \"Participant\" has the meaning specified in subsection 10.08(d).\n\n \"PBGC\" means the Pension Benefit Guaranty Corporation, or any\n Governmental Authority succeeding to any of its principal functions\n under ERISA.\n\n \"Pension Plan\" means a pension plan (as defined in Section 3(2) of\n ERISA) subject to Title IV of ERISA which the Company or any ERISA\n Affiliate sponsors or maintains, or to which it makes, is making, or is\n obligated to make contributions, or in the case of a multiple employer\n plan (as described in Section 4064(a) of ERISA) has made contributions\n at any time during the immediately preceding five (5) plan years.\n\n \"Permitted Liens\" has the meaning specified in Section 7.01.\n\n \"Person\" means an individual, partnership, corporation, limited\n liability company, business trust, joint stock company, trust,\n unincorporated association, joint venture, Governmental Authority or\n any other entity of whatever nature.\n\n \"Plan\" means an employee benefit plan (as defined in Section 3(3)\n of ERISA) which the Company sponsors or maintains or to which the\n Company makes, is making, or is obligated to make contributions and\n includes any Pension Plan.\n\n \"Pro Rata Share\" means, as to any Bank at any time, the percentage\n equivalent (expressed as a decimal, rounded to the ninth decimal place)\n at such time of such Bank's Commitment divided by the combined\n Commitments of all Banks. The initial Pro Rata Share of each Bank is\n set forth opposite such Bank's name in Schedule 2.01 under the heading\n \"Pro Rata Share.\"\n\n \"Replacement Bank\" has the meaning specified in Section 3.08.\n\n \"Reportable Event\" means, any of the events set forth in Section\n 4043(c) of ERISA or the regulations thereunder, other than any such\n event for which the 30-day notice requirement under ERISA has been\n waived by the PBGC.\n\n \"Requirement of Law\" means, as to any Person, any law (statutory\n or common), treaty, rule or regulation or determination of an arbitrator\n or of a Governmental Authority, in each case applicable to or binding\n upon the Person or any of its property or to which the Person or any of\n its property is subject.\n\n \"Responsible Officer\" means the chief executive officer, the chief\n financial officer or the president of the Company, or any other officer\n having substantially the same authority and responsibility; or, with\n respect to compliance with financial covenants, the chief financial\n officer, the corporate controller, or the treasurer of the Company, or\n any other officer having substantially the same authority and\n responsibility.\n\n \"Revolving Commitment\", as to each Bank, has the meaning specified\n in subsection 2.01(b).\n\n \"Revolving Loan\" has the meaning specified in subsection 2.01(b).\n\n \"Revolving Termination Date\" means the earlier to occur of:\n\n (a) May 15, 2001; and\n\n (b) the date on which the Revolving Commitments terminate\n in accordance with the provisions of this Agreement.\n\n \"SEC\" means the Securities and Exchange Commission, or any\n Governmental Authority succeeding to any of its principal functions.\n\n \"S&P\" means Standard & Poor's Ratings Group.\n\n \"Subsidiary\" of a Person means any corporation, association,\n partnership, limited liability company, joint venture or other business\n entity of which more than 50% of the voting stock, membership interests\n or other equity interests (in the case of Persons other than\n corporations), is owned or controlled directly or indirectly by the\n Person, or one or more of the Subsidiaries of the Person, or a\n combination thereof. Unless the context otherwise clearly requires,\n references herein to a \"Subsidiary\" refer to a Subsidiary of the\n Company.\n\n \"Surety Instruments\" means all letters of credit (including\n standby and commercial), banker's acceptances, bank guaranties, shipside\n bonds, surety bonds and similar instruments.\n\n \"Swap Contract\" means any agreement, whether or not in writing,\n relating to any transaction that is a rate swap, basis swap, forward\n rate transaction, commodity swap, commodity option, equity or equity\n index swap or option, bond, note or bill option, interest rate option,\n forward foreign exchange transaction, cap, collar or floor transaction,\n currency swap, cross-currency rate swap, swaption, currency option or\n any other, similar transaction (including any option to enter into any\n of the foregoing) or any combination of the foregoing, and, unless the\n context otherwise clearly requires, any master agreement relating to or\n governing any or all of the foregoing.\n\n \"Target Business Material Adverse Effect\" means a material adverse\n change in, or a material adverse effect upon, the financial condition,\n economic value or business prospects of the assets and business to be\n acquired by the Company in connection with the Acquisition.\n\n \"Taxes\" means any and all present or future taxes, levies,\n assessments, imposts, duties, deductions, fees, withholdings or similar\n charges, and all liabilities with respect thereto, which arise from any\n payment made hereunder or from the execution, delivery, performance,\n enforcement or registration of, or otherwise with respect to, this\n Agreement or any other Loan Documents, excluding, in the case of each\n Bank and the Agent, respectively, taxes imposed on or measured by its\n net income by each jurisdiction (or any political subdivision thereof)\n under the laws of which such Bank or the Agent, as the case may be, is\n organized or maintains a lending office.\n\n \"Term Commitment,\" as to each Bank, has the meaning specified in\n subsection 2.01(a).\n\n \"Term Loan\" has the meaning specified in subsection 2.01(a).\n\n \"Term Maturity Date\" means May 15, 1998.\n\n \"Type\" means, as to any Committed Loan, its nature as an Offshore\n Rate Committed Loan or a Base Rate Committed Loan.\n\n \"Unfunded Pension Liability\" means the excess of a Pension Plan's\n benefit liabilities (as defined in Section 4001(a)(16) of ERISA), over\n the current value of that Pension Plan's assets, determined in\n accordance with the assumptions used for funding the Pension Plan\n pursuant to Section 412 of the Code for the applicable plan year.\n\n \"United States\" and \"U.S.\" each means the United States of\n America.\n\n \"Wholly-Owned Subsidiary\" means any corporation in which (other\n than directors' qualifying shares required by law) 100% of the capital\n stock of each class having ordinary voting power, and 100% of the\n capital stock of every other class, in each case, at the time as of\n which any determination is being made, is owned, beneficially and of\n record, by the Company, or by one or more of the other Wholly-Owned\n Subsidiaries, or both.\n\n 1.02 Other Interpretive Provisions. (a) The meanings of defined terms\nare equally applicable to the singular and plural forms of the defined terms.\n\n (b) The words \"hereof,\" \"herein,\" \"hereunder\" and similar words\nrefer to this Agreement as a whole and not to any particular provision of this\nAgreement; and subsection, Section, Schedule and Exhibit references are to\nthis Agreement unless otherwise specified.\n\n (c) (i) The term \"documents\" includes any and all instruments,\n documents, agreements, certificates, indentures, notices and other\n writings, however evidenced.\n\n (ii) The term \"including\" is not limiting and means\n \"including without limitation.\"\n\n (iii) In the computation of periods of time from a\n specified date to a later specified date, the word \"from\" means \"from\n and including\"; the words \"to\" and \"until\" each mean \"to but excluding\",\n and the word \"through\" means \"to and including.\"\n\n (d) Unless otherwise expressly provided herein, (i) references\nto agreements (including this Agreement) and other contractual instruments\nshall be deemed to include all subsequent amendments and other modifications\nthereto, but only to the extent such amendments and other modifications are\nnot prohibited by the terms of any Loan Document, and (ii) references to any\nstatute or regulation are to be construed as including all statutory and\nregulatory provisions consolidating, amending, replacing, supplementing or\ninterpreting the statute or regulation.\n\n (e) The captions and headings of this Agreement are for\nconvenience of reference only and shall not affect the interpretation of this\nAgreement.\n\n (f) This Agreement and other Loan Documents may use several\ndifferent limitations, tests or measurements to regulate the same or similar\nmatters. All such limitations, tests and measurements are cumulative and\nshall each be performed in accordance with their terms. Unless otherwise\nexpressly provided, any reference to any action of the Agent or the Banks by\nway of consent, approval or waiver shall be deemed modified by the phrase \"in\nits\/their sole discretion.\"\n\n (g) This Agreement and the other Loan Documents are the result\nof negotiations among the Agent, the Company and the other parties, have been\nreviewed by counsel to the Agent, the Company and such other parties, and are\nthe products of all parties. Accordingly, they shall not be construed against\nthe Banks or the Agent merely because of the Agent's or Banks' involvement in\ntheir preparation.\n\n 1.03 Accounting Principles. (a) Unless the context otherwise clearly\nrequires, all accounting terms not expressly defined herein shall be\nconstrued, and all financial computations required under this Agreement shall\nbe made, in accordance with GAAP, consistently applied; provided, however,\nthat, if GAAP shall have been modified after the Effective Date and the\napplication of such modified GAAP shall have a material effect on such\nfinancial computations (including the computations required for the purpose of\ndetermining compliance with the covenants set forth in Article VII), then such\ncomputations shall be made and such financial statements, certificates and\nreports shall be prepared, and all accounting terms not otherwise defined\nherein shall be construed, in accordance with GAAP as in effect prior to such\nmodification, unless and until the Majority Banks and the Company shall have\nagreed upon the terms of the application of such modified GAAP.\n\n (b) References herein to \"fiscal year\" and \"fiscal quarter\"\nrefer to such fiscal periods of the Company.\n\n\n ARTICLE II\n\n THE CREDITS\n\n 2.01 Amounts and Terms of Commitments. (a) The Term Credit. Each\nBank severally agrees, on the terms and conditions set forth herein, to make a\nsingle loan to the Company (each such loan, a \"Term Loan\") on the Closing Date\nin an amount not to exceed the amount set forth opposite such Bank's name on\nSchedule 2.01 under the heading \"Term Commitment\" (such amount, such Bank's\n\"Term Commitment\"). Amounts borrowed as Term Loans which are repaid or\nprepaid by the Company may not be reborrowed.\n\n (b) The Revolving Credit. Each Bank severally agrees, on the\nterms and conditions set forth herein, to make loans to the Company (each such\nloan, a \"Revolving Loan\") from time to time on any Business Day during the\nperiod from the Closing Date to the Revolving Termination Date, in an\naggregate amount not to exceed at any time outstanding the amount set forth\nopposite such Bank's name on Schedule 2.01 under the heading \"Revolving\nCommitment\" (such amount, as the same may be reduced under Section 2.07 or\nreduced or increased as a result of one or more assignments under Section\n10.08, such Bank's \"Revolving Commitment\"); provided, however, that, after\ngiving effect to any Committed Borrowing of Revolving Loans, (i) the aggregate\nprincipal amount of all Revolving Loans outstanding at such time plus the\naggregate principal amount of all Bid Loans outstanding, shall not at any time\nexceed the combined Revolving Commitments, and (ii) the aggregate principal\namount of all outstanding Revolving Loans, together with the aggregate\nprincipal amount of all Term Loans outstanding at such time plus the aggregate\nprincipal amount of all Bid Loans outstanding, shall not at any time exceed\nthe combined Commitments. Within the limits of each Bank's Revolving\nCommitment, and subject to the other terms and conditions hereof, the Company\nmay borrow under this subsection 2.01(b), prepay under Section 2.08 and\nreborrow under this subsection 2.01(b).\n\n 2.02 Loan Accounts. (a) The Loans made by each Bank or Designated\nBidder shall be evidenced by one or more loan accounts or records maintained\nby such Bank or Designated Bidder in the ordinary course of business. The\nloan accounts or records maintained by the Agent and each Bank or Designated\nBidder shall be rebuttable presumptive evidence of the amount of the Loans\nmade by the Banks and Designated Bidders to the Company and the interest and\npayments thereon. Any failure so to record or any error in doing so shall\nnot, however, limit or otherwise affect the obligation of the Company\nhereunder to pay any amount owing with respect to the Loans.\n\n (b) Upon the request of any Bank made through the Agent, the\nCommitted Loans made by such Bank may be evidenced by one or more promissory\nnotes of the Company, substantially in the form of Exhibit I-1 and\nExhibit I-2, with appropriate insertions (\"Committed Loan Notes\"), and upon\nthe request of any Bank or Designated Bidder made through the Agent the Bid\nLoans made by such Bank or Designated Bidder may be evidenced by one or more\npromissory notes of the Company, substantially in the form of Exhibit J, with\nappropriate insertions (\"Bid Loan Notes\"), instead of or in addition to loan\naccounts. Each such Bank or Designated Bidder shall endorse on the schedules\nannexed to its Note(s) the date, amount and maturity of each Loan made by it\nand the amount of each payment of principal made by the Company with respect\nthereto. Each such Bank and Designated Bidder is irrevocably authorized by\nthe Company to endorse its Note(s) and each Bank's or Designated Bidder's\nrecord shall be rebuttable presumptive evidence of the accuracy of the\ninformation so recorded; provided, however, that the failure of a Bank or\nDesignated Bidder to make, or an error in making, a notation thereon with\nrespect to any Loan shall not limit or otherwise affect the obligations of the\nCompany hereunder or under any such Note to such Bank or Designated Bidder.\n\n 2.03 Procedure for Committed Borrowing. (a) Each Committed Borrowing\nshall be made upon the Company's irrevocable written notice delivered to the\nAgent in the form of a Notice of Borrowing (which notice must be received by\nthe Agent prior to 9:00 a.m. (San Francisco time) (i) three Business Days\nprior to the requested Borrowing Date, in the case of Offshore Rate Committed\nLoans; and (ii) one Business Day prior to the requested Borrowing Date, in the\ncase of Base Rate Committed Loans, specifying:\n\n (A) the amount of the Committed Borrowing, which\n (1) in the case of Base Rate Committed Loans, shall be in an\n aggregate minimum amount of $10,000,000 or any integral multiple\n of $1,000,000 in excess thereof and (2) in the case of Offshore\n Rate Committed Loans, shall be in an aggregate minimum amount of\n $10,000,000 or any integral multiple of $1,000,000 in excess\n thereof;\n\n (B) in the case of the initial Committed Borrowing,\n whether Term Loans only or Revolving Loans and Term Loans are\n requested and in the latter case the respective amounts thereof;\n\n (C) the requested Borrowing Date, which shall be a\n Business Day;\n\n (D) the Type of Loans comprising the Committed\n Borrowing; and\n\n (E) the duration of the Interest Period applicable\n to Offshore Rate Committed Loans included in such notice. If the\n Notice of Borrowing fails to specify the duration of the Interest\n Period for any Committed Borrowing comprised of Offshore Rate\n Loans, such Interest Period shall be three months;\n\nprovided, however, that with respect to the Committed Borrowing to be made on\nthe Closing Date, the Notice of Borrowing shall be delivered to the Agent not\nlater than 9:00 a.m. (San Francisco time) (1) three Business Days prior to the\nClosing Date for Offshore Rate Committed Loans, and (2) one Business Day\nbefore the Closing Date for Base Rate Committed Loans.\n\n (b) The Agent will promptly notify each Bank of its receipt of\nany Notice of Borrowing and of the amount of such Bank's Pro Rata Share of\nthat Committed Borrowing.\n\n (c) Each Bank will make the amount of its Pro Rata Share of each\nCommitted Borrowing available to the Agent for the account of the Company at\nthe Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing\nDate requested by the Company in funds immediately available to the Agent. \nIf, on such proposed Borrowing Date, all applicable conditions to funding\nreferenced in Article IV are satisfied, the proceeds of all such Committed\nLoans will then be made available to the Company by the Agent by wire transfer\nin accordance with written instructions provided to the Agent by the Company\nof like funds as received by the Agent.\n\n (d) After giving effect to any Committed Borrowing, unless the\nAgent shall otherwise consent, there may not be more than ten different\nInterest Periods in effect in respect of all Committed Loans and Bid Loans\ntogether then outstanding.\n\n 2.04 Conversion and Continuation Elections for Committed Borrowings. \n(a) The Company may, upon irrevocable written notice to the Agent in\naccordance with subsection 2.04(b):\n\n (i) elect, as of any Business Day, in the case of Base\n Rate Committed Loans, or as of the last day of the applicable Interest\n Period, in the case of Offshore Rate Committed Loans, to convert any\n such Committed Loans (or any part thereof (1), in the case of Base Rate\n Committed Loans, in an aggregate amount not less than $10,000,000, or\n that is in an integral multiple of $1,000,000 in excess thereof and (2),\n in the case of Offshore Rate Committed Loans, in an aggregate amount not\n less than $10,000,000, or that is an integral multiple of $1,000,000 in\n excess thereof, into Committed Loans of any other Type; or\n\n (ii) elect, as of the last day of the applicable Interest\n Period, to continue any Offshore Rate Committed Loans having Interest\n Periods expiring on such day (or any part thereof in an amount not less\n than $10,000,000, or that is in an integral multiple of $1,000,000 in\n excess thereof);\n\nprovided, that if at any time the aggregate amount of Offshore Rate Committed\nLoans in respect of any Committed Borrowing is reduced, by payment,\nprepayment, or conversion of part thereof to be less than $10,000,000, such\nOffshore Rate Committed Loans shall automatically convert into Base Rate\nCommitted Loans, and on and after such date the right of the Company to\ncontinue such Committed Loans as Offshore Rate Committed Loans shall\nterminate.\n\n (b) The Company shall deliver a Notice of Conversion\/\nContinuation to be received by the Agent not later than 9:00 a.m. (San\nFrancisco time) at least (i) three Business Days in advance of the Conversion\/\nContinuation Date, if the Committed Loans are to be converted into or\ncontinued as Offshore Rate Committed Loans; and (ii) one Business Day in\nadvance of the Conversion\/Continuation Date, if the Loans are to be converted\ninto Base Rate Committed Loans, specifying:\n\n (A) the proposed Conversion\/Continuation Date;\n\n (B) the aggregate amount of Committed Loans to be\n continued;\n\n (C) the Type of Committed Loans resulting from the\n proposed conversion or continuation; and\n\n (D) in the case of conversions into Offshore\n Committed Rate Loans, the duration of the requested Interest\n Period.\n\n (c) If upon the expiration of any Interest Period applicable to\nOffshore Rate Committed Loans, the Company has failed to select timely a new\nInterest Period to be applicable to such Offshore Rate Committed Loans, or if\nany Default or Event of Default then exists, the Company shall be deemed to\nhave elected to convert such Offshore Rate Committed Loans into Base Rate\nCommitted Loans effective as of the expiration date of such Interest Period.\n\n (d) The Agent will promptly notify each Bank of its receipt of a\nNotice of Conversion\/Continuation, or, if no timely notice is provided by the\nCompany, the Agent will promptly notify each Bank of the details of any\nautomatic conversion. All conversions and continuations shall be made ratably\naccording to the respective outstanding principal amounts of the Committed\nLoans held by each Bank with respect to which the notice was given.\n\n (e) Unless the Majority Banks otherwise consent, during the\nexistence of a Default or Event of Default, the Company may not elect to have\na Committed Loan converted into or continued as an Offshore Rate Committed\nLoan.\n\n (f) After giving effect to any conversion or continuation of\nCommitted Loans, unless the Agent shall otherwise consent, there may not be\nmore than ten different Interest Periods in effect in respect of all Committed\nLoans and Bid Loans together then outstanding.\n\n 2.05 Bid Borrowings. In addition to Committed Borrowings pursuant to\nSection 2.03, each Bid Loan Bank severally agrees that the Company may, as set\nforth in Section 2.06, from time to time request the Bid Loan Banks prior to\nthe Revolving Termination Date to submit offers to make Bid Loans to the\nCompany; provided, however, that the Bid Loan Banks may, but shall have no\nobligation to, submit such offers and the Company may, but shall have no\nobligation to, accept any such offers, and any Bid Loan Bank may designate one\nor more Designated Bidders to make such offers from time to time and, if such\noffers are accepted by the Company, to make such Bid Loans; and provided,\nfurther, that at no time shall (a) the outstanding aggregate principal amount\nof all Bid Loans made by all Bid Loan Banks and Designated Bidders, plus the\noutstanding aggregate principal amount of all Committed Loans made by all\nBanks, exceed the combined Commitments; (b) the outstanding aggregate\nprincipal amount of all Bid Loans made by all Bid Loan Banks and Designated\nBidders, plus the outstanding aggregate principal amount of all Revolving\nLoans made by all Banks, exceed the combined Revolving Commitments; or (c) the\nnumber of Interest Periods for Bid Loans then outstanding plus the number of\nInterest Periods for Committed Loans then outstanding, exceed ten.\n\n 2.06 Procedure for Bid Borrowings. (a) When the Company wishes to\nrequest the Bid Loan Banks to submit offers to make Bid Loans hereunder, it\nshall transmit to the Agent by telephone call followed promptly by facsimile\ntransmission a notice in substantially the form of Exhibit G (a \"Competitive\nBid Request\") so as to be received no later than 7:00 a.m. (San Francisco\ntime) (x) four Business Days prior to the date of a proposed Bid Borrowing in\nthe case of a LIBOR Auction, or (y) two Business Days prior to the date of a\nproposed Bid Borrowing in the case of an Absolute Rate Auction, specifying:\n\n (i) the date of such Bid Borrowing, which shall be a\n Business Day;\n\n (ii) the aggregate amount of such Bid Borrowing,\n which shall be a minimum amount of $5,000,000 or in integral\n multiples of $1,000,000 in excess thereof;\n\n (iii) whether the Competitive Bids requested are to\n be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and\n\n (iv) the duration of the Interest Period applicable\n thereto, subject to the provisions of the definition of \"Interest\n Period\" herein.\n\nSubject to subsection 2.06(c), the Company may not request Competitive Bids\nfor more than three Interest Periods in a single Competitive Bid Request and\nmay not request Competitive Bids more than once in any period of five Business\nDays.\n\n (b) Upon receipt of a Competitive Bid Request, the Agent will\npromptly send to the Bid Loan Banks and Designated Bidders by facsimile\ntransmission an Invitation for Competitive Bids, which shall constitute an\ninvitation by the Company to each Bid Loan Bank and Designated Bidder to\nsubmit Competitive Bids offering to make the Bid Loans to which such\nCompetitive Bid Request relates in accordance with this Section 2.06.\n\n (c) (i) Each Bid Loan Bank and Designated Bidder may at\n its discretion submit a Competitive Bid containing an offer or\n offers to make Bid Loans in response to any Invitation for\n Competitive Bids. Each Competitive Bid must comply with the\n requirements of this subsection 2.06(c) and must be submitted to\n the Agent by facsimile transmission at the Agent's office for\n notices set forth on Schedule 10.02 not later than (A) 6:30 a.m.\n (San Francisco time) three Business Days prior to the proposed\n Borrowing Date, in the case of a LIBOR Auction or (B) 6:30 a.m.\n (San Francisco time) on the proposed Borrowing Date, in the case\n of an Absolute Rate Auction; provided that Competitive Bids\n submitted by the Agent (or any Affiliate of the Agent) in the\n capacity of a Bid Loan Bank or Designated Bidder may be submitted,\n and may only be submitted, if the Agent or such Affiliate notifies\n the Company of the terms of the offer or offers contained therein\n not later than (A) 6:15 a.m. (San Francisco time) three Business\n Days prior to the proposed Borrowing Date, in the case of a LIBOR\n Auction or (B) 6:15 a.m. (San Francisco time) on the proposed\n Borrowing Date, in the case of an Absolute Rate Auction.\n\n (ii) Each Competitive Bid shall be in substantially\n the form of Exhibit H, specifying therein:\n\n (A) the proposed Borrowing Date;\n\n (B) the principal amount of each Bid Loan for\n which such Competitive Bid is being made, which principal\n amount (x) may be equal to, greater than or less than the\n Revolving Commitment of the quoting Bid Loan Bank or the\n quoting Designated Bidder's affiliated Bid Loan Bank,\n (y) must be $5,000,000 or in integral multiples of\n $1,000,000 in excess thereof, and (z) may not exceed the\n principal amount of Bid Loans for which Competitive Bids\n were requested;\n\n (C) in case the Company elects a LIBOR Auction,\n the margin above or below the LIBO Rate (the \"LIBOR Bid\n Margin\") offered for each such Bid Loan, expressed in\n multiples of 1\/1000th of one basis point to be added to or\n subtracted from the applicable LIBO Rate and the Interest\n Period applicable thereto;\n\n (D) in case the Company elects an Absolute Rate\n Auction, the rate of interest per annum expressed in\n multiples of 1\/1000th of one basis point (the \"Absolute\n Rate\") offered for each such Bid Loan and the Interest\n Period applicable thereto; and\n\n (E) the identity of the quoting Bid Loan Bank\n or Designated Bidder.\n\n A Competitive Bid may contain up to three separate offers by the\n quoting Bid Loan Bank or Designated Bidder with respect to each\n Interest Period specified in the related Invitation for\n Competitive Bids.\n\n (iii) Any Competitive Bid shall be disregarded if it:\n\n (A) is not substantially in conformity with\n Exhibit H or does not specify all of the information\n required by subsection (c)(ii) of this Section;\n\n (B) contains qualifying, conditional or similar\n language;\n\n (C) proposes terms other than or in addition to\n those set forth in the applicable Invitation for Competitive\n Bids; or\n\n (D) arrives after the time set forth in\n subsection (c)(i).\n\n (d) Promptly on receipt and not later than 7:00 a.m. (San\nFrancisco time) three Business Days prior to the proposed Borrowing Date in\nthe case of a LIBOR Auction, or 7:00 a.m. (San Francisco time) on the proposed\nBorrowing Date, in the case of an Absolute Rate Auction, the Agent will notify\nthe Company of the terms (i) of any Competitive Bid submitted by a Bid Loan\nBank or Designated Bidder that is in accordance with subsection 2.06(c), and\n(ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent\nwith a previous Competitive Bid submitted by such Bid Loan Bank or Designated\nBidder with respect to the same Competitive Bid Request. Any such subsequent\nCompetitive Bid shall be disregarded by the Agent unless such subsequent\nCompetitive Bid is submitted solely to correct a manifest error in such former\nCompetitive Bid and only if received within the times set forth in subsection\n2.06(c). The Agent's notice to the Company shall specify (1) the aggregate\nprincipal amount of Bid Loans for which offers have been received for each\nInterest Period specified in the related Competitive Bid Request; and (2) the\nrespective principal amounts and LIBOR Bid Margins or Absolute Rates, as the\ncase may be, so offered. Subject only to the provisions of Sections 3.02,\n3.05 and 4.02 hereof and the provisions of this subsection (d), any\nCompetitive Bid shall be irrevocable except with the written consent of the\nAgent given on the written instructions of the Company.\n\n (e) Not later than 7:30 a.m. (San Francisco time) three Business\nDays prior to the proposed Borrowing Date, in the case of a LIBOR Auction, or\n7:30 a.m. (San Francisco time) on the proposed Borrowing Date, in the case of\nan Absolute Rate Auction, the Company shall notify the Agent of its acceptance\nor non-acceptance of the offers so notified to it pursuant to subsection\n2.06(d). The Company shall be under no obligation to accept any offer and may\nchoose to reject all offers. In the case of acceptance, such notice shall\nspecify the aggregate principal amount of offers for each Interest Period that\nis accepted. The Company may accept any Competitive Bid in whole or in part;\nprovided that:\n\n (i) the aggregate principal amount of each Bid\n Borrowing may not exceed the applicable amount set forth in the\n related Competitive Bid Request;\n\n (ii) the principal amount of each Bid Borrowing must\n be $5,000,000 or in any integral multiple of $1,000,000 in excess\n thereof;\n\n (iii) acceptance of offers may only be made on the\n basis of ascending LIBOR Bid Margins or Absolute Rates within each\n Interest Period, as the case may be; and\n\n (iv) the Company may not accept any offer that is\n described in subsection 2.06(c)(iii) or that otherwise fails to\n comply with the requirements of this Agreement.\n\n (f) If offers are made by two or more Bid Loan Banks or\nDesignated Bidders with the same LIBOR Bid Margins or Absolute Rates, as the\ncase may be, for a greater aggregate principal amount than the amount in\nrespect of which such offers are accepted for the related Interest Period, the\nprincipal amount of Bid Loans in respect of which such offers are accepted\nshall be allocated by the Agent among such Bid Loan Banks or Designated\nBidders as nearly as possible (in such multiples, not less than $1,000,000, as\nthe Agent may deem appropriate) in proportion to the aggregate principal\namounts of such offers. Determination by the Agent of the amounts of Bid\nLoans shall be conclusive in the absence of manifest error.\n\n (g) (i) The Agent will promptly notify each Bid Loan Bank or\n Designated Bidder having submitted a Competitive Bid if its offer has\n been accepted and, if its offer has been accepted, of the amount of the\n Bid Loan or Bid Loans to be made by it on the date of the Bid Borrowing.\n\n (ii) Each Bid Loan Bank or Designated Bidder, which\n has received notice pursuant to subsection 2.06(g)(i) that its\n Competitive Bid has been accepted, shall make the amounts of such\n Bid Loans available to the Agent for the account of the Company at\n the Agent's Payment Office, by 11:00 a.m. (San Francisco time), on\n such date of Bid Borrowing, in funds immediately available to the\n Agent for the account of the Company at the Agent's Payment\n Office. If, on or prior to the proposed date of the Bid\n Borrowing, all applicable conditions to funding referenced in\n Article IV are satisfied, the proceeds of all such Bid Loans will\n then be made available to the Company by the Agent by wire\n transfer in accordance with written instructions provided to the\n Agent by the Company of like funds as received by the Agent.\n\n (iii) Promptly following each Bid Borrowing, the\n Agent shall notify each Bank and Designated Bidder of the ranges\n of bids submitted and the highest and lowest Bids accepted for\n each Interest Period requested by the Company and the aggregate\n amount borrowed pursuant to such Bid Borrowing.\n\n (iv) From time to time, the Company and the Bid Loan\n Banks and Designated Bidders shall furnish such information to the\n Agent as the Agent may request relating to the making of Bid\n Loans, including the amounts, interest rates, dates of borrowings\n and maturities thereof, for purposes of the allocation of amounts\n received from the Company for payment of all amounts owing\n hereunder.\n\n (h) Nothing in this Section 2.06 shall be construed as a right\nof first offer in favor of the Bid Loan Banks or Designated Bidders or to\notherwise limit the ability of the Company to request and accept credit\nfacilities from any Person (including any of the Bid Loan Banks or Designated\nBidders), provided that no Default or Event of Default would otherwise arise\nor exist as a result of the Company executing, delivering or performing under\nsuch credit facilities.\n\n 2.07 Termination or Reduction of Commitments. (a) Term Commitments. \nIf on the Closing Date the aggregate Term Commitments shall exceed the\noutstanding principal amount of the Term Loans made, such unused portion of\nthe Term Commitments shall automatically terminate on the Closing Date.\n\n (b) Revolving Commitments. The Company may, upon not less than\nfive Business Days' prior notice to the Agent, terminate the Revolving\nCommitments, or permanently reduce the Revolving Commitments by an aggregate\nminimum amount of $25,000,000 or any integral multiple of $5,000,000 in excess\nthereof; unless, after giving effect thereto and to any prepayments of\nRevolving Loans made on the effective date thereof, the then-outstanding\nprincipal amount of the Revolving and Bid Loans would exceed the amount of the\ncombined Revolving Commitments then in effect. Once reduced in accordance\nwith this Section, the Revolving Commitments may not be increased. Any\nreduction of the Revolving Commitments shall be applied to each Bank according\nto its Pro Rata Share. All of the accrued Facility Fee to, but not including,\nthe effective date of any reduction or termination of the Revolving\nCommitments, shall be paid on the effective date of such reduction or\ntermination.\n\n 2.08 Optional Prepayments. (a) Committed Loans. Subject to Section\n3.04, the Company may, at any time or from time to time, upon notice to the\nAgent given not later than 9:00 a.m. (San Francisco time), at least three\nBusiness Days prior to the proposed prepayment date (in the case of Offshore\nRate Committed Loans), and at least one Business Day prior to the proposed\nprepayment date (in the case of Base Rate Committed Loans), ratably prepay\nCommitted Loans in whole or in part, in minimum amounts of $10,000,000 or any\nintegral multiple of $1,000,000 in excess thereof. Such notice of prepayment\nshall be irrevocable and shall specify the date and amount of such prepayment,\nwhether such prepayment of Committed Loans is of Term Loans or Revolving Loans\n(or a combination thereof), and the Type(s) of Committed Loans to be prepaid. \nThe Agent will promptly notify each Bank of its receipt of any such notice,\nand of such Bank's Pro Rata Share of such prepayment. If such notice is given\nby the Company, the Company shall make such prepayment and the payment amount\nspecified in such notice shall be due and payable on the date specified\ntherein, together with accrued interest to each such date on the amount\nprepaid and any amounts required pursuant to Section 3.04.\n\n (b) Bid Loans. Bid Loans may not be voluntarily prepaid.\n\n 2.09 Mandatory Prepayments. (a) Asset Dispositions. If the Company or\nany Subsidiary shall at any time or from time to time make or agree to make a\nDisposition involving an aggregate amount of Net Proceeds of $25,000,000 or\nmore, then (i) the Company shall promptly notify the Agent of such proposed\nDisposition (including the amount of the estimated Net Proceeds to be received\nby the Company or such Subsidiary in respect thereof) and of the Company's\nintent to make a mandatory prepayment of Term Loans hereunder, and\n(ii) promptly upon, and in no event later than five days after, receipt by the\nCompany or the Subsidiary of the Net Proceeds of such Disposition, the Company\nshall prepay Term Loans in an aggregate amount equal to the amount of such Net\nProceeds.\n\n (b) Debt and Equity Issuances. If the Company or any Subsidiary\nshall incur, issue or sell any Indebtedness of the type referred to in clause\n(a) and clause (d) of the definition of Indebtedness herein, or issue or sell\nnew common or preferred equity securities, the Company shall promptly notify\nthe Agent of the estimated Net Issuance Proceeds thereof to be received by the\nCompany or such Subsidiary in respect thereof and of the Company's intent to\nmake a mandatory prepayment of Term Loans hereunder. Promptly upon, and in no\nevent later than five days after, receipt by the Company or such Subsidiary of\nsuch Net Issuance Proceeds, the Company shall prepay the Term Loans in an\naggregate amount equal to the amount of such Net Issuance Proceeds.\n\n (c) General. Any prepayments pursuant to this Section 2.09\nshall be applied first to any Term Loans consisting of Base Rate Committed\nLoans then outstanding and then to Term Loans consisting of Offshore Rate\nCommitted Loans with the shortest Interest Periods remaining; provided,\nhowever, that if the amount of Base Rate Committed Loans then outstanding is\nnot sufficient to satisfy the entire prepayment requirement, the Company may,\nat its option, so long as no Default or Event of Default exists, place any\namounts which it would otherwise be required to use to prepay Offshore Rate\nCommitted Loans on a day other than the last day of the Interest Period\ntherefor in an interest-bearing escrow account with one of the Banks until the\nend of such Interest Period at which time such escrowed amounts shall be\napplied to prepay such Offshore Rate Loans. In connection with any prepayment\nunder this Section 2.09, the Company shall deliver to the Agent on or before\nthe date of the prepayment a certificate of a Responsible Officer setting\nforth in reasonable detail the calculation of the amount of the prepayment and\nthe facts and circumstances giving rise to the applicable prepayment event. \nThe Agent will promptly notify each Bank of its receipt of any notice from the\nCompany under this Section 2.09, any information provided by the Company in\nconnection with the prepayment and such Bank's Pro Rata Share of any\nprepayment. The Company shall pay, together with each prepayment under this\nSection 2.09, accrued interest on the amount prepaid and any amounts required\npursuant to Section 3.04.\n\n 2.10 Repayment. (a) Term Loans. The Company shall repay to the Banks\nin full on the Term Maturity Date the aggregate principal amount of Term Loans\noutstanding on such date.\n\n (b) Revolving Loans. The Company shall repay to the Banks in\nfull on the Revolving Termination Date the aggregate principal amount of\nRevolving Loans outstanding on such date.\n\n (c) Bid Loans. The Company shall repay to each Bid Loan Bank or\nDesignated Bidder, as the case may be, that makes any Bid Loan in full the\nprincipal amount of such Bid Loan on the last day of the relevant Interest\nPeriod for such Bid Loan.\n\n 2.11 Interest. (a) Each Committed Loan shall bear interest on the\noutstanding principal amount thereof from the applicable Borrowing Date at a\nrate per annum equal to the LIBO Rate or the Base Rate, as the case may be\n(and subject to the Company's right to convert to other Types of Loans under\nSection 2.04), plus the Applicable Margin. Each Bid Loan shall bear interest\non the outstanding principal amount thereof from the relevant Borrowing Date\nat a rate per annum equal to the LIBO Rate plus (or minus) the LIBOR Bid\nMargin or at the Absolute Rate, as the case may be.\n\n (b) Interest on each Loan shall be paid in arrears on each\nInterest Payment Date. Interest shall also be paid on the date of any\nprepayment of Committed Loans under Section 2.08 or 2.09 for the portion of\nthe Loans so prepaid and upon payment (including prepayment) in full thereof\nand, during the existence of any Event of Default, interest shall be paid on\ndemand of the Agent at the request or with the consent of the Majority Banks.\n\n (c) Notwithstanding subsection (a) of this Section, while any\nEvent of Default under subsection 8.01(a), (f) or (g) exists or after\nacceleration, the Company shall pay interest (after as well as before entry of\njudgment thereon to the extent permitted by law) on the principal amount of\nall outstanding Obligations, at a rate per annum equal to (i) in the case of\nany Committed Loans, the sum of 2% per annum plus the applicable LIBO Rate or\nBase Rate, as the case may be, and the Applicable Margin then in effect for\nsuch Committed Loans, (ii) in the case of any Bid Loans, the sum of 2% per\nannum plus the rate of interest otherwise payable in respect of such Bid\nLoans, and (iii) in the case of any other Obligations, the Base Rate plus 2%;\nprovided, however, that, on and after the expiration of any Interest Period\napplicable to any Loan outstanding on the date of occurrence of such Event of\nDefault or acceleration, the principal amount of such Loan shall, during the\ncontinuation of such Event of Default or after acceleration, bear interest at\na rate per annum equal to the Base Rate plus 2%.\n\n (d) Anything herein to the contrary notwithstanding, the\nobligations of the Company to any Bank or Designated Bidder hereunder shall be\nsubject to the limitation that payments of interest shall not be required for\nany period for which interest is computed hereunder, to the extent (but only\nto the extent) that contracting for or receiving such payment by such Bank or\nDesignated Bidder would be contrary to the provisions of any law applicable to\nsuch Bank or Designated Bidder limiting the highest rate of interest that may\nbe lawfully contracted for, charged or received by such Bank or Designated\nBidder, and in such event the Company shall pay such Bank or Designated Bidder\ninterest at the highest rate permitted by applicable law.\n\n 2.12 Fees. (a) Arrangement and Agency Fees. The Company shall pay an\narrangement fee to the Arranger for the Arranger's own account, and shall pay\nan agency fee to the Agent for the Agent's own account, as required by the\nletter agreement (the \"Fee Letter\") between the Company and the Arranger and\nAgent dated January 24, 1996, as amended.\n\n (b) Bid Auction Fee. The Company shall pay to the Agent, for\nthe Agent's own account, a bid auction fee in the amount set forth in the Fee\nLetter, each time the Company requests the Bid Loan Banks to submit offers to\nmake Bid Loans.\n\n (c) Facility Fee. The Company shall pay to the Agent for the\naccount of each Bank a facility fee (the \"Facility Fee\") on the amount of such\nBank's Revolving Commitment (without regard to usage), computed on a quarterly\nbasis in arrears on the last Business Day of each calendar quarter, based upon\nthe average daily amount of such Bank's Revolving Commitment for that quarter,\nas calculated by the Agent, at a rate per annum equal to the Applicable Fee\nAmount. The Facility Fee shall accrue from the earlier to occur of\n(i) May 15, 1996, and (ii) the Closing Date to the Revolving Termination Date\nand shall be due and payable quarterly in arrears on the last Business Day of\neach quarter commencing on the first such date to occur after the Closing Date\nthrough the Revolving Termination Date, with the final payment to be made on\nthe Revolving Termination Date; provided that, in connection with any\nreduction or termination of the Revolving Commitments under Section 2.07,\naccrued Facility Fee calculated for the period ending on such date shall also\nbe paid on the date of such reduction or termination, with the following\nquarterly payment being calculated on the basis of the period from such\nreduction or termination date to such quarterly payment date. The Facility\nFee provided in this subsection shall accrue at all times after the above-\nmentioned commencement date, including at any time during which one or more\nconditions in Article IV are not met.\n\n 2.13 Computation of Fees and Interest. (a) All computations of\ninterest for Base Rate Committed Loans when the Base Rate is determined by\nBofA's \"reference rate\" shall be made on the basis of a year of 365 or 366\ndays, as the case may be, and actual days elapsed. All other computations of\nfees and interest shall be made on the basis of a 360-day year and actual days\nelapsed (which results in more interest being paid than if computed on the\nbasis of a 365-day year). Interest and fees shall accrue during each period\nduring which interest or such fees are computed from the first day thereof to\nthe last day thereof.\n\n (b) Each determination of an interest rate by the Agent shall be\nconclusive and binding on the Company, the Banks and the Designated Bidders in\nthe absence of manifest error. The Agent will, at the request of the Company\nor any Bank or Designated Bidder, deliver to the Company or such Bank or\nDesignated Bidder, as the case may be, a statement showing the quotations used\nby the Agent in determining any interest rate.\n\n (c) If the Applicable Margin or Applicable Fee Amount is\nincreased or reduced with respect to any period for which the Company has\nalready paid interest or Facility Fee, the Agent shall recalculate the\nadditional interest or Facility Fee due from or to the Company and shall,\nwithin 15 Business Days, give the Company and the Banks notice of such\nrecalculation.\n\n (i) Any additional interest or Facility Fee due from the\n Company shall be paid to the Agent for the account of the Banks on the\n next date on which an interest or fee payment is due; provided, however,\n that if there are no Loans outstanding or if the Loans are due and\n payable, such additional interest or Facility Fee shall be paid promptly\n after receipt of written request for payment from the Agent.\n\n (ii) Any interest or Facility Fee refund due to the Company\n shall be credited against payments otherwise due from the Company on the\n next interest or fee payment due date or, if the Loans have been repaid\n and the Banks are no longer committed to lend under this Agreement, the\n Banks shall pay the Agent for the account of the Company such interest\n or Facility Fee refund not later than five Business Days after written\n notice from the Agent to the Banks.\n\n 2.14 Payments by the Company. (a) All payments to be made by the\nCompany shall be made without set-off, recoupment or counterclaim. Except as\notherwise expressly provided herein, all payments by the Company shall be made\nto the Agent for the account of the Banks and Designated Bidders at the\nAgent's Payment Office, and shall be made in Dollars and in immediately\navailable funds, no later than 11:00 a.m. (San Francisco time) on the date\nspecified herein. The Agent will promptly distribute to each Bank (or\nDesignated Bidder) its Pro Rata Share (or other applicable share as expressly\nprovided herein) of such payment in like funds as received. Any payment\nreceived by the Agent later than 11:00 a.m. (San Francisco time) shall be\ndeemed to have been received on the following Business Day and any applicable\ninterest or fee shall continue to accrue.\n\n (b) Subject to the provisions set forth in the definition of\n\"Interest Period\" herein, whenever any payment is due on a day other than a\nBusiness Day, such payment shall be made on the following Business Day, and\nsuch extension of time shall in such case be included in the computation of\ninterest or fees, as the case may be.\n\n (c) Unless the Agent receives notice from the Company prior to\nthe date on which any payment is due to the Banks or Designated Bidders that\nthe Company will not make such payment in full as and when required, the Agent\nmay assume that the Company has made such payment in full to the Agent on such\ndate in immediately available funds and the Agent may (but shall not be so\nrequired), in reliance upon such assumption, distribute to each Bank or\nDesignated Bidder on such due date an amount equal to the amount then due such\nBank or Designated Bidder. If and to the extent the Company has not made such\npayment in full to the Agent, each Bank or Designated Bidder shall repay to\nthe Agent on demand such amount distributed to such Bank or Designated Bidder,\ntogether with interest thereon at the Federal Funds Rate for each day from the\ndate such amount is distributed to such Bank or Designated Bidder until the\ndate repaid.\n\n 2.15 Payments by the Banks and Designated Bidders to the Agent. \n(a) Unless the Agent receives notice from a Bank or Designated Bidder, as the\ncase may be, on or prior to the Closing Date or, with respect to any Borrowing\nafter the Closing Date, at least one Business Day prior to the date of such\nBorrowing, that such Bank or Designated Bidder will not make available as and\nwhen required hereunder to the Agent for the account of the Company the amount\nof that Bank's or Designated Bidder's Loan, the Agent may assume that such\nBank or Designated Bidder has made such amount available to the Agent in\nimmediately available funds on the Borrowing Date and the Agent may (but shall\nnot be so required), in reliance upon such assumption, make available to the\nCompany on such date a corresponding amount. If and to the extent any Bank or\nDesignated Bidder shall not have made its full amount available to the Agent\nin immediately available funds and the Agent in such circumstances has made\navailable to the Company such amount, that Bank or Designated Bidder shall on\nthe Business Day following such Borrowing Date make such amount available to\nthe Agent, together with interest at the Federal Funds Rate for each day\nduring such period. A notice of the Agent submitted to any Bank or Designated\nBidder with respect to amounts owing under this subsection (a) shall be\nconclusive, absent manifest error. If such amount is so made available, such\npayment to the Agent shall constitute such Bank's or Designated Bidder's Loan\non the Borrowing Date for all purposes of this Agreement. If such amount is\nnot made available to the Agent on the Business Day following the Borrowing\nDate, the Agent will notify the Company of such failure to fund and, upon\ndemand by the Agent, the Company shall pay such amount to the Agent for the\nAgent's account, together with interest thereon for each day elapsed since the\ndate of such Borrowing, at a rate per annum equal to the interest rate\napplicable at the time to the Loans comprising such Borrowing.\n\n (b) The failure of any Bank or Designated Bidder to make any\nLoan on any Borrowing Date shall not relieve any other Bank or Designated\nBidder of any obligation hereunder to make a Loan on such Borrowing Date, but\nno Bank or Designated Bidder shall be responsible for the failure of any other\nBank or Designated Bidder to make the Loan to be made by such other Bank or\nDesignated Bidder on any Borrowing Date.\n\n 2.16 Sharing of Payments, Etc. If, other than as expressly provided\nelsewhere herein, any Bank or Designated Bidder shall obtain on account of the\nLoans made by it any payment (whether voluntary, involuntary, through the\nexercise of any right of set-off, or otherwise) in excess of its ratable share\n(or other share contemplated hereunder) of (i) payments in respect of the\nCommitted Loans obtained by all the Banks, or (ii) payments in respect of Bid\nLoans having the same Borrowing Date, Interest Payment Date and maturity date,\nsuch Bank or Designated Bidder shall immediately (a) notify the Agent of such\nfact, and (b) purchase from the other Banks and, if applicable, Designated\nBidders, such participations in the Committed Loans or Bid Loans, as\napplicable, made by them as shall be necessary to cause such purchasing Bank\nor Designated Bidder to share the excess payment pro rata with each of them;\nprovided, however, that if all or any portion of such excess payment is\nthereafter recovered from the purchasing Bank or Designated Bidder, such\npurchase shall to that extent be rescinded and each other Bank or Designated\nBidder shall repay to the purchasing Bank or Designated Bidder the purchase\nprice paid therefor, together with an amount equal to such paying Bank's or\nDesignated Bidder's ratable share (according to the proportion of (i) the\namount of such paying Bank's or Designated Bidder's required repayment to (ii)\nthe total amount so recovered from the purchasing Bank or Designated Bidder)\nof any interest or other amount paid or payable by the purchasing Bank or\nDesignated Bidder in respect of the total amount so recovered. The Company\nagrees that any Bank or Designated Bidder so purchasing a participation from\nanother Bank or Designated Bidder may, to the fullest extent permitted by law,\nexercise all its rights of payment (including the right of set-off, but\nsubject to Section 10.11) with respect to such participation as fully as if\nsuch Bank or Designated Bidder were the direct creditor of the Company in the\namount of such participation. The Agent will keep records (which shall be\nrebuttably presumed to be correct) of participations purchased under this\nSection and will in each case notify the Banks and, if applicable, Designated\nBidders, following any such purchases or repayments.\n\n\n ARTICLE III\n\n TAXES, YIELD PROTECTION AND ILLEGALITY\n\n 3.01 Taxes. (a) Any and all payments by the Company to each Bank,\nDesignated Bidder, or the Agent under this Agreement and any other Loan\nDocument shall be made free and clear of, and without deduction or withholding\nfor, any Taxes. In addition, the Company shall pay all Other Taxes.\n\n (b) If the Company shall be required by law to deduct or\nwithhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum\npayable hereunder to any Bank, Designated Bidder or the Agent, then:\n\n (i) the sum payable shall be increased as necessary so\n that, after making all required deductions and withholdings (including\n deductions and withholdings applicable to additional sums payable under\n this Section), such Bank, Designated Bidder or the Agent, as the case\n may be, receives and retains an amount equal to the sum it would have\n received and retained had no such deductions or withholdings been made;\n\n (ii) the Company shall make such deductions and\n withholdings;\n\n (iii) the Company shall pay the full amount deducted or\n withheld to the relevant taxing authority or other authority in\n accordance with applicable law; and\n\n (iv) the Company shall also pay to each Bank or Designated\n Bidder, or the Agent for the account of such Bank or Designated Bidder,\n at the time interest is paid, Further Taxes in the amount that the\n respective Bank or Designated Bidder specifies as necessary to preserve\n the after-tax yield such Bank or Designated Bidder would have received\n if such Taxes, Other Taxes or Further Taxes had not been imposed.\n\n (c) The Company agrees to indemnify and hold harmless each Bank,\neach Designated Bidder and the Agent for the full amount of (i) Taxes,\n(ii) Other Taxes, and (iii) Further Taxes in the amount that the respective\nBank or Designated Bidder specifies as necessary to preserve the after-tax\nyield such Bank or Designated Bidder would have received if such Taxes, Other\nTaxes or Further Taxes had not been imposed, and any liability (including\npenalties, interest, additions to tax and expenses) arising therefrom or with\nrespect thereto, whether or not such Taxes, Other Taxes or Further Taxes were\ncorrectly or legally asserted. Payment under this indemnification shall be\nmade within 30 days after the date such Bank, such Designated Bidder or the\nAgent makes written demand therefor.\n\n (d) Within 30 days after the date of any payment by the Company\nof Taxes, Other Taxes or Further Taxes, the Company shall furnish to each\nBank, each Designated Bidder or the Agent the original or a certified copy of\na receipt evidencing payment thereof or other evidence of payment satisfactory\nto such Bank, such Designated Bidder or the Agent.\n\n (e) If the Company is required to pay any amount to any Bank or\nDesignated Bidder pursuant to subsection (b) or (c) of this Section, then such\nBank shall use reasonable efforts (consistent with legal and regulatory\nrestrictions) to change the jurisdiction of its Lending Office so as to\neliminate any such additional payment by the Company which may thereafter\naccrue, if such change in the sole judgment of such Bank is not otherwise\ndisadvantageous to such Bank.\n\n 3.02 Illegality. (a) If any Bank determines that the introduction of\nany Requirement of Law, or any change in any Requirement of Law, or in the\ninterpretation or administration of any Requirement of Law, has made it\nunlawful, or that any central bank or other Governmental Authority has\nasserted that it is unlawful, for any Bank or its applicable Lending Office,\nor such Bank's Designated Bidders in the case of LIBOR Bid Loans, to make\nOffshore Rate Loans, then, on notice thereof by the Bank to the Company\nthrough the Agent, any obligation of that Bank or Designated Bidder to make\nOffshore Rate Loans (including in respect of any LIBOR Bid Loan as to which\nthe Company has accepted such Bank's or Designated Bidder's Competitive Bid,\nbut as to which the Borrowing Date has not arrived) shall be suspended until\nsuch Bank notifies the Agent and the Company that the circumstances giving\nrise to such determination no longer exist.\n\n (b) If a Bank determines that it is unlawful for such Bank or\nsuch Bank's Designated Bidders to maintain any Offshore Rate Loan, the Company\nshall, upon its receipt of notice of such fact and demand from such Bank (with\na copy to the Agent), prepay in full such Offshore Rate Loans of such Bank (or\nof its Designated Bidders) then outstanding, together with interest accrued\nthereon and amounts required under Section 3.04, either on the last day of the\nInterest Period thereof, if such Bank or any such Designated Bidder may\nlawfully continue to maintain such Offshore Rate Loans to such day, or\nimmediately, if such Bank or any such Designated Bidder may not lawfully\ncontinue to maintain such Offshore Rate Loan. If the Company is required so\nto prepay any Offshore Rate Committed Loan, then concurrently with such\nprepayment, the Company shall borrow from the affected Bank, in the amount of\nsuch repayment, a Base Rate Committed Loan.\n\n (c) If the obligation of any Bank to make or maintain Offshore\nRate Committed Loans has been so terminated or suspended, the Company may\nelect, by giving notice to the Bank through the Agent that all Loans which\nwould otherwise be made by the Bank as Offshore Rate Committed Loans shall be\ninstead Base Rate Committed Loans.\n\n (d) Before giving any notice to the Agent under this Section,\nthe affected Bank or Designated Bidder shall designate a different Lending\nOffice with respect to its Offshore Rate Loans if such designation will avoid\nthe need for giving such notice or making such demand and will not, in the\njudgment of such Bank or Designated Bidder, be illegal or otherwise\ndisadvantageous to such Bank or Designated Bidder.\n\n 3.03 Increased Costs and Reduction of Return. (a) If any Bank\ndetermines that, due to either (i) the introduction of or any change in or in\nthe interpretation of any law or regulation or (ii) the compliance by that\nBank with any guideline or request from any central bank or other Governmental\nAuthority (whether or not having the force of law), there shall be any\nincrease in the cost to such Bank of agreeing to make or making, funding or\nmaintaining any Offshore Rate Committed Loans, then the Company shall be\nliable for, and shall from time to time, upon demand (with a copy of such\ndemand to be sent to the Agent), pay to the Agent for the account of such\nBank, additional amounts as are sufficient to compensate such Bank for such\nincreased costs.\n\n (b) If any Bank or Designated Bidder shall have determined that\n(i) the introduction of any Capital Adequacy Regulation, (ii) any change in\nany Capital Adequacy Regulation, (iii) any change in the interpretation or\nadministration of any Capital Adequacy Regulation by any central bank or other\nGovernmental Authority charged with the interpretation or administration\nthereof, or (iv) compliance by such Bank or Designated Bidder (or its Lending\nOffice) or any corporation controlling such Bank or Designated Bidder with any\nCapital Adequacy Regulation, affects or would affect the amount of capital\nrequired or expected to be maintained by such Bank or Designated Bidder or any\ncorporation controlling such Bank or Designated Bidder and (taking into\nconsideration such Bank's, such Designated Bidder's or such corporation's\npolicies with respect to capital adequacy and such Bank's or Designated\nBidder's desired return on capital) determines that the amount of such capital\nis increased as a consequence of its Commitments, Loans, credits or\nobligations under this Agreement, then, upon demand of such Bank or Designated\nBidder to the Company through the Agent, the Company shall pay to such Bank or\nDesignated Bidder, as the case may be, from time to time as specified by such\nBank or Designated Bidder, such additional amounts as are sufficient to\ncompensate such Bank or Designated Bidder for such increase.\n\n 3.04 Funding Losses. The Company shall reimburse each Bank and each\nDesignated Bidder, and hold each Bank and each Designated Bidder harmless\nfrom, any, loss or expense which such Bank or such Designated Bidder may\nsustain or incur as a consequence of:\n\n (a) the failure of the Company to make on a timely basis any\npayment of principal of any Offshore Rate Loan;\n\n (b) the failure of the Company to borrow, continue or convert a\nCommitted Loan after the Company has given (or is deemed to have given) a\nNotice of Borrowing or a Notice of Conversion\/Continuation;\n\n (c) the failure of the Company to make any prepayment of any\nCommitted Loan in accordance with any notice delivered under Section 2.08\nor 2.09;\n\n (d) the prepayment (including pursuant to Section 2.08, 2.09 or\n3.02(b)) or other payment (including after acceleration thereof) of any\nOffshore Rate Loan or Absolute Rate Bid Loan on a day that is not the last day\nof the relevant Interest Period; or\n\n (e) the conversion under Section 2.04 of any Offshore Rate\nCommitted Loan to a Base Rate Committed Loan on a day that is not the last day\nof the relevant Interest Period;\n\nincluding any such loss or expense arising from the liquidation or\nreemployment of funds obtained by it to maintain its Offshore Rate Loans or\nfrom fees payable to terminate the deposits from which such funds were\nobtained.\n\n 3.05 Inability to Determine Rates. If the Agent or the Majority Banks\nshall have determined that for any reason adequate and reasonable means do not\nexist for determining the LIBO Rate for any requested Interest Period with\nrespect to a proposed borrowing of Offshore Rate Loans, or conversion into or\ncontinuation of Offshore Rate Committed Loans, or that the LIBO Rate\napplicable pursuant to subsection 2.11(a) for any requested Interest Period\nwith respect to a borrowing of Offshore Rate Loans, or a conversion into or\ncontinuation of Offshore Rate Committed Loans, does not adequately and fairly\nreflect the cost to the Banks of funding such Loans, the Agent will promptly\nso notify the Company and each Bank. Thereafter, the obligation of the Banks\nto make or maintain Offshore Rate Loans hereunder shall be suspended until the\nAgent upon the instruction of the Majority Banks revokes such notice in\nwriting. Upon receipt of such notice, the Company may revoke any Notice of\nBorrowing or Notice of Conversion\/Continuation then submitted by it with\nrespect to such Offshore Rate Committed Loans. If the Company does not revoke\nsuch notice as to any proposed Offshore Rate Committed Loans, the Banks shall\nmake, convert or continue any such Offshore Rate Committed Loans, as proposed\nby the Company, in the amount specified in the applicable notice submitted by\nthe Company, but such Offshore Rate Committed Loans shall be made, converted\nor continued as Base Rate Committed Loans instead of Offshore Rate Committed\nLoans. Any outstanding Competitive Bid Request for LIBOR Bid Loans or notice\nof acceptance by the Company of any Competitive Bids for LIBOR Bid Loans will\nbe deemed automatically revoked.\n\n 3.06 Reserves on Offshore Rate Committed Loans. The Company shall pay\nto each Bank, as long as such Bank shall be required under regulations of the\nFRB to maintain reserves with respect to liabilities or assets consisting of\nor including Eurocurrency funds or deposits (currently known as \"Eurocurrency\nliabilities\"), additional interest on the unpaid principal amount of each\nOffshore Rate Committed Loan equal to the actual costs of such reserves\nallocated to such Offshore Rate Committed Loan by the Bank (as determined by\nthe Bank in good faith, which determination shall be rebuttable presumptive\nevidence of the accuracy of such determination), payable on each date on which\ninterest is payable on such Committed Loan, provided the Company shall have\nreceived at least 15 days' prior written notice (with a copy to the Agent) of\nsuch additional interest from the Bank. If a Bank fails to give notice 15\ndays prior to the relevant Interest Payment Date, such additional interest\nshall be payable 15 days from receipt of such notice.\n\n 3.07 Certificates of Banks. Any Bank or Designated Bidder claiming\nreimbursement or compensation under this Article III shall deliver to the\nCompany (with a copy to the Agent) a certificate setting forth in reasonable\ndetail the amount payable to such Bank or Designated Bidder hereunder and such\ncertificate shall be rebuttable presumptive evidence of the accuracy of such\ndetermination. If any Bank or Designated Bidder fails to notify the Company\nthat such Bank or Designated Bidder intends to claim any such reimbursement or\ncompensation in respect of a claim under Section 3.03, 3.04 or 3.06 within six\nmonths after such Bank or Designated Bidder has, or with reasonable diligence\nshould have, knowledge of its claim therefor, the Company shall not be\nobligated to compensate such Bank or Designated Bidder for the amount of such\nBank's or Designated Bidder's claim accruing prior to the date which is six\nmonths before the date on which such Bank or Designated Bidder first notifies\nthe Company that it intends to make such claim; it being understood that the\ncalculation of the actual amounts may not be possible within such period and\nthat such Bank or Designated Bidder may provide such calculation as soon as\nreasonably practicable thereafter without affecting or limiting the Company's\npayment obligations hereunder.\n\n 3.08 Substitution of Banks. Upon the receipt by the Company from any\nBank or Designated Bidder (an \"Affected Bank\") of a claim for payment or\ncompensation under Section 3.01 or 3.02 that the Company deems to be material\nor a notice under Section 3.03, the Company may at its expense (i) request one\nor more of the other Banks to acquire and assume all or part of such Affected\nBank's Loans and Commitment, or (ii) designate a replacement bank to acquire\nand assume all or a ratable part of all of such Affected Bank's Loans and\nCommitment (a \"Replacement Bank\"). Any such designation of a Replacement Bank\nunder clause (ii) shall be subject to the prior written consent of the Agent\n(which consent shall not be unreasonably withheld).\n\n 3.09 Survival. The agreements and obligations of the Company in this\nArticle III shall survive the payment of all other Obligations.\n\n\n ARTICLE IV\n\n CONDITIONS PRECEDENT\n\n 4.01 Conditions of Initial Loans. The obligation of each Bank to make\nits initial Committed Loan hereunder, and to receive through the Agent the\ninitial Competitive Bid Request, is subject to the condition that the Agent\nshall have received on or before the Closing Date all of the following, in\nform and substance satisfactory to the Agent and each Bank, and in sufficient\ncopies for each Bank:\n\n (a) Credit Agreement and Notes. This Agreement executed by each\nparty thereto, and Notes executed by the Company for the Banks requesting\nNotes;\n\n (b) Resolutions; Incumbency.\n\n (A) Copies of the resolutions of the board of directors of\n the Company authorizing the transactions contemplated hereby, certified\n as of the Effective Date by the Secretary or an Assistant Secretary of\n the Company; and\n\n (B) A certificate of the Secretary or Assistant Secretary\n of the Company, dated the Effective Date, certifying the names, titles\n and true signatures of the officers of the Company authorized to\n execute, deliver and perform, as applicable, this Agreement, and all\n other Loan Documents to be delivered by it hereunder;\n\n (c) Organization Documents; Good Standing. Each of the following\ndocuments:\n\n (i) the articles or certificate of incorporation of the\n Company as in effect on the Effective Date, certified by the Secretary\n of State (or similar, applicable Governmental Authority) of the\n Company's state of incorporation as of a recent date and by the\n Secretary or Assistant Secretary of the Company as of the Effective Date\n and the bylaws of the Company as in effect on the Effective Date,\n certified by the Secretary or Assistant Secretary of the Company as of\n the Effective Date; and\n\n (ii) a certificate of existence for the Company from the\n Secretary of State (or similar, applicable Governmental Authority) of\n its state of incorporation as of a recent date, together with a\n bring-down certificate by facsimile, dated the Effective Date or not\n more than one Business Day prior thereto;\n\n (d) Legal Opinions.\n\n (i) an opinion of Miller, Nash, Wiener, Hager & Carlsen,\n counsel to the Company, dated the Closing Date, and addressed to the\n Agent and the Banks, substantially in the form of Exhibit D; and\n\n (ii) a favorable opinion of Brobeck, Phleger & Harrison LLP, special counsel to the Agent, dated the Closing Date;\n\n (e) Payment of Fees. Evidence of payment by the Company of all\naccrued and unpaid fees, costs and expenses to the extent due and payable as\nof the Closing Date, together with Attorney Costs of BofA to the extent\ninvoiced prior to or on the Closing Date, plus such additional amounts of\nAttorney Costs as shall constitute BofA's reasonable estimate of Attorney\nCosts incurred or to be incurred by it through the Closing Date (provided that\nsuch estimate shall not thereafter preclude final settling of accounts between\nthe Company and BofA), including any such costs, fees and expenses arising\nunder or referenced in Sections 2.12 and 10.04;\n\n (f) Certificate. A certificate signed by a Responsible Officer,\ndated as of the Closing Date, stating:\n\n (i) that the representations and warranties contained in\n Article V are true and correct on and as of such date, as though made on\n and as of such date;\n\n (ii) that no Default or Event of Default exists or would\n result from the initial Borrowing;\n\n (iii) the Debt Ratings, as of such date; and\n\n (iv) that there has occurred since December 31, 1995, no\n event or circumstance that has resulted or could reasonably be expected\n to result in a Material Adverse Effect or, to the best knowledge of the\n Company, a Target Business Material Adverse Effect;\n\n (g) Acquisition. A certificate of a Responsible Officer, dated\nas of the Closing Date, stating that all material conditions precedent to the\nconsummation of the Acquisition shall have been fulfilled in all material\nrespects, including approval by the Board of Directors of the Company (other\nthan any conditions relating to the closing of the transactions contemplated\nby this Agreement or otherwise relating to the funding of the purchase price\npayment owing with respect to the Acquisition);\n\n (h) Approvals and Consents. A certificate of a Responsible\nOfficer, dated as of the Closing Date, stating that all approvals and consents\nnecessary or advisable in connection with the Acquisition have been duly\nobtained or made and remain in effect, with all applicable waiting periods\nhaving expired or having been terminated without any action having been taken\nby any Person or Governmental Authority to enjoin, restrict or prevent the\nconsummation of the Acquisition or otherwise to impose any materially adverse\nconditions upon the consummation of the Acquisition or on the operations of\nthe Company and its Subsidiaries after the consummation of the Acquisition;\n\n (i) No Litigation. A certificate of a Responsible Officer,\ndated as of the Closing Date, to the effect that (to the best knowledge of\nsuch Responsible Officer) no legal or administrative proceedings, governmental\ninvestigations or other legal or regulatory developments, actual or\nthreatened, shall be pending by or before any Governmental Authority with\nrespect to the Acquisition or the making of the Loans hereunder that seek to\nenjoin, restrict or prevent the consummation of the Acquisition or the making\nof any Loans hereunder or otherwise to impose materially adverse conditions\nupon the consummation of the Acquisition or the making of any Loans or on the\noperations of the Company and its Subsidiaries after the Acquisition or that\ncould, if adversely determined, have a Material Adverse Effect or a Target\nBusiness Material Adverse Effect;\n\n (j) Company Financial Statements. The audited consolidated\nfinancial statements of the Company and its Subsidiaries for the fiscal year\nending December 31, 1995;\n\n (k) Pro Forma Financial Statements and Projections. The pro\nforma financial statements of the Company and its Subsidiaries, assuming the\nconsummation of the Acquisition, for the fiscal year ended December 31, 1995,\nand projected for the fiscal years 1996 through 2000; and\n\n (l) Other Documents. Such other approvals, opinions, documents\nor materials as the Agent or any Bank may reasonably request.\n\n Additionally, the obligation of each Bank to make its initial\nCommitted Loan hereunder, and to receive through the Agent the initial\nCompetitive Bid Request, is subject to the further condition that there has\noccurred no event or circumstance that has resulted or could reasonably be\nexpected to result in a Target Business Material Adverse Effect.\n\n 4.02 Conditions to All Borrowings. The obligation of each Bank to make\nany Committed Loan to be made by it, and the obligation of any Bid Loan Bank\nor Designated Bidder to make any Bid Loan as to which the Company has accepted\nthe relevant Competitive Bid (including its initial Loan), is subject to the\nsatisfaction of the following conditions precedent on the relevant Borrowing\nDate:\n\n (a) Notice of Borrowing. As to any Committed Loan, the Agent\nshall have received (with, in the case of the initial Loan only, a copy for\neach Bank) a Notice of Borrowing;\n\n (b) Continuation of Representations and Warranties. The\nrepresentations and warranties in Article V shall be true and correct on and\nas of such Borrowing Date with the same effect as if made on and as of such\nBorrowing Date (except to the extent such representations and warranties\nexpressly refer to an earlier date, in which case they shall be true and\ncorrect as of such earlier date; and except that this subsection (b) shall be\ndeemed instead to refer to the last day of the most recent year for which\nfinancial statements have then been delivered in respect of the representation\nand warranty made in Section 5.11(a));\n\n (c) No Existing Default. No Default or Event of Default shall\nexist or shall result from such Borrowing; and\n\n (d) No Material Adverse Effect. There has occurred since the\nend of the most recent fiscal year of the Company, no event or circumstance\nthat has resulted or could reasonably be expected to result in a Material\nAdverse Effect.\n\nEach Notice of Borrowing and Competitive Bid Request submitted by the Company\nhereunder shall constitute a representation and warranty by the Company\nhereunder, as of the date of each such notice or request and as of each\nBorrowing Date, that the conditions in this Section 4.02 are satisfied.\n\n\n ARTICLE V\n\n REPRESENTATIONS AND WARRANTIES\n\n The Company represents and warrants to the Agent and each Bank that:\n\n 5.01 Corporate Existence and Power. The Company and each of its\nSubsidiaries:\n\n (a) is a corporation or partnership duly organized or formed, as\nthe case may be, validly existing and in good standing under the laws of the\njurisdiction of its incorporation or formation;\n\n (b) has the power and authority and all governmental licenses,\nauthorizations, consents and approvals (i) to own its assets and carry on its\nbusiness, and (ii) to execute, deliver, and perform its obligations under the\nLoan Documents;\n\n (c) is duly qualified, licensed and in good standing under the\nlaws of each jurisdiction where its ownership, lease or operation of property\nor the conduct of its business requires such qualification, license or good\nstanding; and\n\n (d) is in compliance with all Requirements of Law;\n\nexcept, in each case referred to in clause (b)(i), clause (c) or clause (d),\nto the extent that the failure to do so could not reasonably be expected to\nhave a Material Adverse Effect.\n\n 5.02 Corporate Authorization; No Contravention. The execution,\ndelivery and performance by the Company of this Agreement and each other Loan\nDocument to which the Company is a party, have been duly authorized by all\nnecessary corporate action, and do not and will not:\n\n (a) contravene the terms of any of the Company's Organization\nDocuments;\n\n (b) conflict with or result in any breach or contravention of,\nor the creation of any Lien under, any document evidencing any material\nContractual Obligation to which the Company is a party or any order,\ninjunction, writ or decree of any Governmental Authority to which the Company\nor its property is subject; or\n\n (c) violate any Requirement of Law.\n\n 5.03 Governmental Authorization. No approval, consent, exemption,\nauthorization, or other action by, or notice to, or filing with, any\nGovernmental Authority is necessary or required in connection with the\nexecution, delivery or performance by, or enforcement against, the Company of\nthe Agreement or any other Loan Document.\n\n 5.04 Binding Effect. This Agreement and each other Loan Document to\nwhich the Company is a party constitute the legal, valid and binding\nobligations of the Company, enforceable against the Company in accordance with\ntheir respective terms, except as enforceability may be limited by applicable\nbankruptcy, insolvency, or similar laws affecting the enforcement of\ncreditors' rights generally or by equitable principles relating to\nenforceability.\n\n 5.05 Litigation. Except as specifically disclosed in the Company's\nForm 10K with respect to its fiscal year ending in December 1995, there are no\nactions, suits, proceedings, claims or disputes pending, or to the best\nknowledge of the Company, threatened or contemplated, at law, in equity, in\narbitration or before any Governmental Authority, against the Company, or its\nSubsidiaries or any of their respective properties which: (a) purport to\naffect or pertain to this Agreement or any other Loan Document, or any of the\ntransactions contemplated hereby or thereby; or (b) if determined adversely to\nthe Company or its Subsidiaries, would reasonably be expected to have a\nMaterial Adverse Effect. No injunction, writ, temporary restraining order or\nany order of any nature has been issued by any court or other Governmental\nAuthority purporting to enjoin or restrain the execution, delivery or\nperformance of this Agreement or any other Loan Document, or directing that\nthe transactions provided for herein or therein not be consummated as herein\nor therein provided.\n\n 5.06 No Default. No Default or Event of Default exists or would result\nfrom the incurring of any Obligations by the Company. Neither the Company nor\nany Subsidiary is in default under or with respect to any Contractual\nObligation in any respect which, individually or together with all such\ndefaults, could reasonably be expected to have a Material Adverse Effect, or\nthat would create an Event of Default under subsection 8.01(e).\n\n 5.07 ERISA Compliance. (a) Each Plan is in compliance in all material\nrespects with the applicable provisions of ERISA, the Code and other federal\nor state law, except where noncompliance could not reasonably be expected to\nresult in a Material Adverse Effect. Each Plan which is intended to qualify\nunder Section 401(a) of the Code has received a favorable determination letter\nfrom the IRS and to the best knowledge of the Company, nothing has occurred\nwhich would cause the loss of such qualification. The Company and each ERISA\nAffiliate has made all required contributions to any Plan subject to\nSection 412 of the Code, and no application for a funding waiver or an\nextension of any amortization period pursuant to Section 412 of the Code has\nbeen made with respect to any Plan.\n\n (b) There are no pending or, to the best knowledge of Company,\nthreatened claims, actions or lawsuits, or action by any Governmental\nAuthority, with respect to any Plan which has resulted or could reasonably be\nexpected to result in a Material Adverse Effect. There has been no prohibited\ntransaction or violation of the fiduciary responsibility rules with respect to\nany Plan which has resulted or could reasonably be expected to result in a\nMaterial Adverse Effect.\n\n (c) (i) No ERISA Event has occurred or is reasonably expected to\noccur; (ii) except as set forth in Schedule 5.07, no Pension Plan has any\nUnfunded Pension Liability; (iii) neither the Company nor any ERISA Affiliate\nhas incurred, or reasonably expects to incur, any liability under Title IV of\nERISA with respect to any Pension Plan (other than premiums due and not\ndelinquent under Section 4007 of ERISA); (iv) neither the Company nor any\nERISA Affiliate has incurred, or reasonably expects to incur, any liability\n(and no event has occurred which, with the giving of notice under Section 4219\nof ERISA, would result in such liability) under Section 4201 or 4243 of ERISA\nwith respect to a Multiemployer Plan; and (v) neither the Company nor any\nERISA Affiliate has engaged in a transaction that could be subject to Section\n4069 or 4212(c) of ERISA.\n\n 5.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans\nare to be used solely for the purposes set forth in and permitted by Section\n6.10 and Section 7.05. Neither the Company nor any Subsidiary is generally\nengaged in the business of purchasing or selling Margin Stock or extending\ncredit for the purpose of purchasing or carrying Margin Stock.\n\n 5.09 Title to Properties; Liens. (a) The Company and each Subsidiary\nhave good record and marketable title in fee simple to, or valid leasehold\ninterests in, all real property necessary or used in the ordinary conduct of\ntheir respective businesses, except for such defects in title as could not,\nindividually or in the aggregate, have a Material Adverse Effect.\n\n (b) The property of the Company and its Subsidiaries is subject to\nno Liens, other than Permitted Liens.\n\n 5.10 Taxes. The Company and its Subsidiaries have filed all Federal\nand other material tax returns and reports required to be filed, and have paid\nall Federal and other material taxes, assessments, fees and other governmental\ncharges levied or imposed upon them or their properties, income or assets\notherwise due and payable, except those which are being contested in good\nfaith by appropriate proceedings and for which adequate reserves have been\nprovided in accordance with GAAP. There is no proposed tax assessment against\nthe Company or any Subsidiary that would, if made, have a Material Adverse\nEffect.\n\n 5.11 Financial Condition. (a) The audited consolidated financial\nstatements of the Company and its Subsidiaries for the fiscal year ended\nDecember 31, 1995:\n\n (i) were prepared in accordance with GAAP consistently\n applied throughout the period covered thereby, except as otherwise\n expressly noted therein;\n\n (ii) are complete and accurate in all material respects and\n fairly present the financial condition of the Company and its\n Subsidiaries as of the date thereof and results of operations and cash\n flows for the period covered thereby; and\n\n (iii) show all material Indebtedness and other liabilities,\n direct or contingent, of the Company and its consolidated Subsidiaries\n as of the date thereof.\n\n (b) The pro forma financial statements of the Company and its\nSubsidiaries for the fiscal year ended December 31, 1995, referred to in\nsubsection 4.01(k) were prepared in accordance with GAAP, are complete and\naccurate in all material respects and fairly present the pro forma financial\ncondition of the Company and its Subsidiaries as of the date thereof, and the\nfinancial projections also referred to in subsection 4.01(k) represent the\nCompany's best estimates and assumptions as to future performance, which the\nCompany believes to be fair and reasonable as of the time made in the light of\ncurrent and reasonably foreseeable business conditions.\n\n (c) Since December 31, 1995, there has been no Material Adverse\nEffect.\n\n (d) Since December 31, 1995, to the best of the Company's\nknowledge, there has been no Target Business Material Adverse Effect.\n\n 5.12 Environmental Matters. The Company conducts in the ordinary\ncourse of business a review of the effect of existing Environmental Laws and\nexisting Environmental Claims on its business, operations and properties, and\nas a result thereof the Company has reasonably concluded that such\nEnvironmental Laws and Environmental Claims could not, individually or in the\naggregate, reasonably be expected to have a Material Adverse Effect.\n\n 5.13 Regulated Entities. None of the Company, any Person controlling\nthe Company, or any Subsidiary is an \"Investment Company\" within the meaning\nof the Investment Company Act of 1940. The Company is not subject to\nregulation under the Public Utility Holding Company Act of 1935, the Federal\nPower Act, the Interstate Commerce Act, any state public utilities code or any\nother Federal or state statute or regulation, in each case limiting its\nability to incur Indebtedness for borrowed money.\n\n 5.14 No Burdensome Restrictions. Neither the Company nor any\nSubsidiary is a party to or bound by any Contractual Obligation, or subject to\nany restriction in any Organization Document, or any Requirement of Law, which\ncould reasonably be expected to have a Material Adverse Effect.\n\n 5.15 Copyrights, Patents, Trademarks and Licenses, Etc. The Company or\nits Subsidiaries own or are licensed or otherwise have the right to use all of\nthe patents, trademarks, service marks, trade names, copyrights, contractual\nfranchises, authorizations and other rights that are reasonably necessary for\nthe operation of their respective businesses, without conflict with the rights\nof any other Person. To the best knowledge of the Company, no slogan or other\nadvertising device, product, process, method, substance, part or other\nmaterial now employed, or now contemplated to be employed, by the Company or\nany Subsidiary infringes upon any rights held by any other Person, no claim or\nlitigation regarding any of the foregoing is pending or, to the best knowledge\nof the Company, threatened, and, to the best knowledge of the Company, no\npatent, invention, device, application, principle or any statute, law, rule,\nregulation, standard or code is pending or proposed, which, in any such case,\ncould reasonably be expected to have a Material Adverse Effect.\n\n 5.16 Insurance. The properties of the Company and its Subsidiaries are\ninsured with financially sound and reputable insurance companies not\nAffiliates of the Company, in such amounts, with such deductibles and covering\nsuch risks as are customarily carried by companies engaged in similar\nbusinesses and owning similar properties in localities where the Company or\nsuch Subsidiary operates, except to the extent the Company and its\nSubsidiaries maintain a plan or plans of self-insurance to such extent and\ncovering such risks as is usual for companies of similar size engaged in\nsimilar businesses and owning similar properties.\n\n 5.17 Full Disclosure. None of the representations or warranties made\nby the Company in the Loan Documents as of the date such representations and\nwarranties are made or deemed made, and none of the statements contained in\nany exhibit, report, statement or certificate furnished by or on behalf of the\nCompany or any Subsidiary in connection with the Loan Documents (including the\noffering and disclosure materials delivered by or on behalf of the Company to\nthe Banks prior to the Effective Date), contains any untrue statement of a\nmaterial fact or omits any material fact required to be stated therein or\nnecessary to make the statements made therein, in light of the circumstances\nunder which they are made, not misleading as of the time when made or\ndelivered.\n\n\n ARTICLE VI\n\n AFFIRMATIVE COVENANTS\n\n So long as any Bank shall have any Commitment hereunder, or any Loan or\nother Obligation shall remain unpaid or unsatisfied, unless the Majority Banks\nwaive compliance in writing:\n\n 6.01 Financial Statements. The Company shall deliver to the Agent, in\nform and detail satisfactory to the Agent and the Majority Banks, with\nsufficient copies for each Bank:\n\n (a) as soon as available, but not later than 90 days after the\nend of each fiscal year (commencing with the fiscal year ending December 31,\n1996), a copy of the audited consolidated balance sheet of the Company and its\nSubsidiaries as at the end of such year and the related consolidated\nstatements of income or operations, shareholders' equity and cash flows for\nsuch year, setting forth in each case in comparative form the figures for the\nprevious fiscal year, and accompanied by the opinion of KPMG Peat Marwick LLP\nor another nationally-recognized independent public accounting firm\n(\"Independent Auditor\") which report shall state that such consolidated\nfinancial statements present fairly the financial position for the periods\nindicated in conformity with GAAP applied on a basis consistent with prior\nyears. Such opinion shall not be qualified or limited because of a restricted\nor limited examination by the Independent Auditor of any material portion of\nthe Company's or any Subsidiary's records; and\n\n (b) as soon as available, but not later than 60 days after the\nend of each of the first three fiscal quarters of each fiscal year, a copy of\nthe unaudited consolidated balance sheet of the Company and its Subsidiaries\nas of the end of such quarter and the related consolidated statements of\nincome, shareholders' equity and cash flows for the period commencing on the\nfirst day and ending on the last day of such quarter, and certified by a\nResponsible Officer as fairly presenting, in accordance with GAAP (subject to\nordinary, good faith year-end audit adjustments), the financial position, the\nresults of operations and the cash flows of the Company and the Subsidiaries.\n\n As to any information contained in materials furnished pursuant to\nsubsection 6.02(b), the Company shall not be separately required to furnish\nsuch information under subsection (a) or (b) above, but the foregoing shall\nnot be in derogation of the obligation of the Company to furnish the\ninformation and materials described in subsection (a) and (b) above at the\ntimes specified therein.\n\n 6.02 Certificates; Other Information. The Company shall furnish to the\nAgent, with sufficient copies for each Bank:\n\n (a) concurrently with the delivery of the financial statements\nreferred to in subsections 6.01(a) and (b), a Compliance Certificate executed\nby a Responsible Officer;\n\n (b) promptly, copies of all financial statements and reports\nthat the Company sends to its shareholders, and copies of all financial\nstatements and regular, periodical or special reports (including Forms 10K,\n10Q and 8K) that the Company or any Subsidiary may make to, or file with, the\nSEC; and\n\n (c) promptly, such additional information regarding the\nbusiness, financial or corporate affairs of the Company or any Subsidiary as\nthe Agent, at the request of any Bank, may from time to time reasonably\nrequest.\n\n 6.03 Notices. The Company shall promptly notify the Agent and each\nBank:\n\n (a) of the occurrence of any Default or Event of Default, and of\nthe occurrence or existence of any event or circumstance that foreseeably will\nbecome a Default or Event of Default;\n\n (b) of any matter that has resulted or may result in a Material\nAdverse Effect, including (i) breach or non-performance of, or any default\nunder, a Contractual Obligation of the Company or any Subsidiary; (ii) any\ndispute, litigation, investigation, proceeding or suspension between the\nCompany or any Subsidiary and any Governmental Authority; or (iii) the\ncommencement of, or any material development in, any litigation or proceeding\naffecting the Company or any Subsidiary, including pursuant to any applicable\nEnvironmental Laws;\n\n (c) of the occurrence of any of the following events affecting\nthe Company or any ERISA Affiliate (but in no event more than 10 days after\nsuch event), and deliver to the Agent and each Bank a copy of any notice with\nrespect to such event that is filed with a Governmental Authority and any\nnotice delivered by a Governmental Authority to the Company or any ERISA\nAffiliate with respect to such event:\n\n (i) an ERISA Event;\n\n (ii) a material increase in the Unfunded Pension Liability\n of any Pension Plan;\n\n (iii) the adoption of, or the commencement of contributions\n to, any Plan subject to Section 412 of the Code by the Company or any\n ERISA Affiliate if such adoption or commencement results in a material\n increase in total contributions or Unfunded Pension Liability; or\n\n (iv) the adoption of any amendment to a Plan subject to\n Section 412 of the Code, if such amendment results in a material\n increase in contributions or Unfunded Pension Liability; and\n\n (d) of any change in the Company's Debt Ratings.\n\n Each notice under this Section shall be accompanied by a written\nstatement by a Responsible Officer setting forth details of the occurrence\nreferred to therein, and stating what action the Company or any affected\nSubsidiary proposes to take with respect thereto and at what time. Each\nnotice under subsection 6.03(a) shall describe with particularity any and all\nclauses or provisions of this Agreement or other Loan Document that have been\n(or foreseeably will be) breached or violated.\n\n 6.04 Preservation of Corporate Existence, Etc. Except as permitted by\nSections 7.02 and 7.03, the Company shall, and shall cause each Subsidiary to:\n\n (a) preserve and maintain in full force and effect its legal\nexistence and good standing under the laws of its state or jurisdiction of\nincorporation or formation, except (in the case of any Subsidiary) where the\nfailure to do so could not reasonably be expected to have a Material Adverse\nEffect;\n\n (b) preserve and maintain in full force and effect all\ngovernmental rights, privileges, qualifications, permits, licenses and\nfranchises necessary or desirable in the normal conduct of its business,\nexcept where the failure to do so could not reasonably be expected to have a\nMaterial Adverse Effect;\n\n (c) use reasonable efforts, in the ordinary course of business,\nto preserve its business organization and goodwill, except where the failure\nto do so could not reasonably be expected to have a Material Adverse Effect;\nand\n\n (d) preserve or renew all of its registered patents, trademarks,\ntrade names and service marks, the non-preservation of which could reasonably\nbe expected to have a Material Adverse Effect.\n\n 6.05 Maintenance of Property. The Company shall maintain and preserve,\nand shall cause each Subsidiary to maintain and preserve, all its property\nwhich is used or useful in its business in good working order and condition,\nordinary wear and tear excepted and make all necessary repairs thereto and\nrenewals and replacements thereof except where the failure to do so could not\nreasonably be expected to have a Material Adverse Effect, and except as\npermitted by Section 7.02 or Section 7.03.\n\n 6.06 Insurance. The Company shall maintain, and shall cause each\nSubsidiary to maintain, with financially sound and reputable independent\ninsurers, insurance with respect to its properties and business against loss\nor damage of the kinds customarily insured against by Persons engaged in the\nsame or similar business, of such types and in such amounts as are customarily\ncarried under similar circumstances by such other Persons, except to the\nextent the Company and its Subsidiaries maintain a plan or plans of self-\ninsurance to such extent and covering such risks as is usual for companies of\nsimilar size engaged in similar businesses and owning similar properties.\n\n 6.07 Payment of Obligations. The Company shall, and shall cause each\nSubsidiary to, pay and discharge as the same shall become due and payable, all\nits respective obligations and liabilities, including:\n\n (a) all tax liabilities, assessments and governmental charges or\nlevies upon it or its properties or assets, unless the same are being\ncontested in good faith by appropriate proceedings and adequate reserves in\naccordance with GAAP are being maintained by the Company or such Subsidiary;\n\n (b) all lawful claims which, if unpaid, would by law become a\nLien upon its property not constituting a Permitted Lien; and\n\n (c) all Indebtedness, as and when due and payable, but subject\nto any subordination provisions contained in any instrument or agreement\nevidencing such Indebtedness;\n\nexcept, in each case referred to in clause (a) or (c), to the extent that the\nfailure to do so could not reasonably be expected to have a Material Adverse\nEffect.\n\n 6.08 Compliance with Laws. The Company shall comply, and shall cause\neach Subsidiary to comply, in all material respects with all Requirements of\nLaw of any Governmental Authority having jurisdiction over it or its business\n(including ERISA and all Environmental Laws), except such as may be contested\nin good faith or as to which a bona fide dispute may exist and except where\nthe failure to do so could not reasonably be expected to have a Material\nAdverse Effect.\n\n 6.09 Maintenance of Books and Records; Inspection. The Company shall\nmaintain, and shall cause each Subsidiary to maintain, proper books of record\nand account in conformity with GAAP consistently applied. The Company shall\npermit, and shall cause each Subsidiary to permit, representatives and\nindependent contractors of the Agent or any Bank to visit and inspect any of\ntheir respective properties, to examine their respective corporate, financial,\noperating and other records, and make copies thereof or abstracts therefrom,\nand to discuss their respective affairs, finances and accounts with their\nrespective directors, officers, and independent public accountants, all at\nsuch reasonable times during normal business hours and as often as may be\nreasonably desired, upon reasonable advance notice to the Company.\n\n 6.10 Use of Proceeds. The Company shall use the proceeds of the Loans\nto finance the Acquisition, to refinance existing Indebtedness of the Company\nas of the Closing Date, and for working capital and other general corporate\npurposes not in contravention of any Requirement of Law or of any Loan\nDocument.\n\n\n ARTICLE II\n\n NEGATIVE COVENANTS\n\n So long as any Bank shall have any Commitment hereunder, or any Loan or\nother Obligation shall remain unpaid or unsatisfied, unless the Majority Banks\nwaive compliance in writing:\n\n 7.01 Limitation on Liens. The Company shall not, and shall not suffer\nor permit any Subsidiary to, directly or indirectly, make, create, incur,\nassume or suffer to exist any Lien upon or with respect to any part of its\nproperty, whether now owned or hereafter acquired, other than the following\n(\"Permitted Liens\"):\n\n (a) Liens for taxes, fees, assessments or other governmental\ncharges which are not delinquent or remain payable without penalty, or to the\nextent that non-payment thereof is permitted by Section 6.07(a);\n\n (b) carriers', warehousemen's, mechanics', landlords',\nmaterialmen's, repairmen's or other similar Liens arising in the ordinary\ncourse of business which are not delinquent or remain payable without penalty,\nwhich are being contested in good faith and by appropriate proceedings, which\nproceedings have the effect of preventing the forfeiture or sale of the\nproperty subject thereto, or if such reserve or other appropriate provision,\nif any, required by GAAP shall have been made therefor;\n\n (c) Liens (other than any Lien imposed by ERISA) consisting of\npledges or deposits required in the ordinary course of business in connection\nwith workers' compensation, unemployment insurance and other social security\nlegislation;\n\n (d) Liens securing (i) the non-delinquent performance of bids,\ntrade contracts (other than for borrowed money), leases, statutory\nobligations, (ii) contingent obligations on surety and appeal bonds, and (iii)\nother non-delinquent obligations of a like nature; in each case, incurred in\nthe ordinary course of business, provided all such Liens in the aggregate\nwould not (even if enforced) cause a Material Adverse Effect;\n\n (e) Liens consisting of judgment or judicial attachment liens,\nprovided that the enforcement of such Liens is effectively stayed and all such\nLiens in the aggregate at any time outstanding for the Company and its\nSubsidiaries do not exceed $25,000,000;\n\n (f) easements, rights-of-way, restrictions and other similar\nencumbrances incurred in the ordinary course of business which do not in the\naggregate materially detract from the value of the properties subject thereto\nor, in the aggregate, interfere with the ordinary conduct of the businesses of\nthe Company and its Subsidiaries;\n\n (g) Liens on assets of Persons which become Subsidiaries of the\nCompany after the date of this Agreement; provided, however, that such Liens\nexisted at the time the respective Persons became Subsidiaries and were not\ncreated in anticipation thereof;\n\n (h) purchase money security interests on any property acquired\nor held by the Company or its Subsidiaries securing Indebtedness incurred or\nassumed for the purpose of financing all or any part of the cost of acquiring\nsuch property; provided that (i) any such Lien attaches to such property\nconcurrently with or within 20 days after the acquisition thereof, and\n(ii) such Lien attaches solely to the property so acquired in such transaction\nand fixed improvements or accessions thereto, if any, then existing or\nthereafter erected thereon;\n\n (i) Liens securing obligations in respect of capital leases on\nassets subject to such leases;\n\n (j) Liens arising solely by virtue of any statutory or common\nlaw provision relating to banker's liens, rights of set-off or similar rights\nand remedies as to deposit accounts or other funds maintained with a creditor\ndepository institution; provided that (i) such deposit account is not a\ndedicated cash collateral account and is not subject to restrictions against\naccess by the Company in excess of those set forth by regulations promulgated\nby the FRB, and (ii) such deposit account is not intended by the Company or\nany Subsidiary to provide collateral to the depository institution;\n\n (k) Liens on any property or assets of a Subsidiary in favor of\nthe Company or another Subsidiary;\n\n (l) Liens in connection with leases or subleases in the ordinary\ncourse of business;\n\n (m) customary Liens in connection with documentary letters of\ncredit, provided that such Liens are limited to the goods and documents\ncovered by such letters of credit and proceeds thereof;\n\n (n) the extension, renewal or replacement of any Lien permitted\nby subsection 7.01(h) in connection with the extension, renewal or refinancing\nof the Indebtedness secured thereby, provided that any extension, modification\nor renewal Lien shall be limited to the property encumbered by the existing\nLien and the principal amount of such Indebtedness being extended, renewed or\nrefinanced does not increase;\n\n (o) Liens in connection with industrial development bonds;\n\n (p) Liens on assets in connection with pending dispositions of\nsuch assets permitted under Section 7.03; and\n\n (q) consensual Liens securing Indebtedness of the Company and\nits Subsidiaries not otherwise falling in any of the foregoing subsections so\nlong as the aggregate outstanding amount of such Indebtedness secured by such\nLiens and any Liens referred to in subsection (e), plus the total net amount\nof discounted future rental obligations under any lease transactions referred\nto in Section 7.04, does not exceed 10% of Consolidated Net Tangible Assets.\n\n 7.02 Restrictions on Fundamental Changes. The Company shall not, and\nshall not suffer or permit any Subsidiary to, merge, consolidate with or into,\nor acquire all or substantially all of the assets of, any Person, or convey,\ntransfer, lease or otherwise dispose of (whether in one transaction or in a\nseries of transactions all or substantially all of its assets (whether now\nowned or hereafter acquired) to or in favor of any Person, except:\n\n (a) any Subsidiary may merge with the Company, provided that the\nCompany shall be the continuing or surviving corporation, or with any one or\nmore Subsidiaries, provided that if any transaction shall be between a\nSubsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be\nthe continuing or surviving corporation;\n\n (b) any Subsidiary may sell all or substantially all of its\nassets (upon voluntary liquidation or otherwise), to the Company or to a\nWholly-Owned Subsidiary;\n\n (c) pursuant to a disposition of assets permitted by\nSection 7.03; and\n\n (d) any Subsidiary or the Company may acquire all or\nsubstantially all of the assets or capital stock and\/or other ownership\ninterest of any Person, and the Company may merge with or into any Person;\nprovided that (i) immediately before and after giving effect to any such\nmerger or acquisition no Default shall exist, and (ii) in the case of a merger\ninvolving the Company, the Company is the corporation surviving the merger.\n\n 7.03 Disposition of Assets. The Company shall not, and shall not\nsuffer or permit any Subsidiary to, directly or indirectly, sell, assign,\nlease, convey, transfer or otherwise dispose of (whether in one or a series of\ntransactions) any property (including accounts and notes receivable, with or\nwithout recourse) or enter into any agreement to do any of the foregoing,\nexcept:\n\n (a) dispositions of inventory, or used, worn-out or surplus\nequipment, all in the ordinary course of business;\n\n (b) the sale of equipment to the extent that such equipment is\nexchanged for credit against the purchase price of similar replacement\nequipment, or the proceeds of such sale are reasonably promptly applied to the\npurchase price of such replacement equipment;\n\n (c) the lease or sublease of assets by the Company or any\nSubsidiary in the ordinary course of business;\n\n (d) the sale of short-term money market investments in the\nordinary course of business pursuant to the Company's usual and customary cash\nmanagement policies and procedures;\n\n (e) dispositions of assets by the Company or any Subsidiary to\nthe Company or any Subsidiary pursuant to reasonable business requirements and\nin the ordinary course of business;\n\n (f) exchanges of assets by the Company or any Subsidiary for\nother assets, in the ordinary course of business, with Persons who are not\nAffiliates of the Company or such Subsidiary, if (i) the assets to be received\nin exchange are of an equivalent fair market value to the assets to be\nexchanged; and (ii) at the time of such exchange, no Default or Event of\nDefault exists or shall result from such exchange;\n\n (g) any sale of assets (other than in connection with the\nAcquisition) representing a part of any Person or assets acquired after the\nClosing Date; provided that such sale occurs within 180 days subsequent to\nsuch acquisition and such sale is made in good faith to a Person that is not\nan Affiliate of the Company or any of its Subsidiaries pursuant to an arm's-\nlength transaction;\n\n (h) sale and leaseback transactions permitted by Section 7.04;\nand\n\n (i) dispositions not otherwise permitted hereunder which are\nmade for fair market value; provided that (i) at the time of any disposition,\nno Event of Default shall exist or shall result from such disposition,\n(ii) the aggregate value of all assets so sold by the Company and its\nSubsidiaries shall not exceed in any fiscal year 10% of Consolidated Net\nTangible Assets, and (iii) if any Term Loans are outstanding, the Net Proceeds\nare paid over to the Agent for the account of the Banks as a prepayment of the\nTerm Loans in accordance with the requirements of Section 2.09; and provided\nfurther that at any time that Term Loans are outstanding, dispositions\ndescribed in this subsection (i) which involve an amount exceeding 10% of\nConsolidated Net Tangible Assets in any fiscal year will be permitted\nhereunder if the Net Proceeds are so paid over to the Agent for the account of\nthe Banks as a prepayment of the Term Loans in accordance with the\nrequirements of Section 2.09.\n\n 7.04 Sales and Leasebacks. The Company shall not, and shall not permit\nany of its Subsidiaries to, become liable, directly or indirectly, with\nrespect to any lease of any property (whether real, personal or mixed),\nwhether now owned or hereafter acquired, (i) which the Company or such\nSubsidiary has sold or transferred or is to sell or transfer to any other\nPerson or (ii) which the Company or such Subsidiary intends to use for\nsubstantially the same purposes as any other property which has been or is to\nbe sold or transferred by the Company or such Subsidiary to any other Person\nin connection with such lease, unless the total net amount of discounted\nfuture rental obligations under any such leases, plus the amount of\nIndebtedness referred to in subsection 7.01(q) and Liens referred to in\nsubsection 7.01(e), would not together exceed 10% of Consolidated Net Tangible\nAssets.\n\n 7.05 Use of Proceeds. (a) The Company shall not, and shall not suffer\nor permit any Subsidiary to, use any portion of the Loan proceeds, directly or\nindirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise\nrefinance indebtedness of the Company or others incurred to purchase or carry\nMargin Stock, (iii) to extend credit for the purpose of purchasing or carrying\nany Margin Stock, or (iv) to acquire any security in any transaction that is\nsubject to Section 13 or 14 of the Exchange Act.\n\n (b) The Company shall not, directly or indirectly, use any\nportion of the Loan proceeds (i) knowingly to purchase Ineligible Securities\nfrom the Arranger during any period in which the Arranger makes a market in\nsuch Ineligible Securities, (ii) knowingly to purchase during the underwriting\nor placement period Ineligible Securities being underwritten or privately\nplaced by the Arranger, or (iii) to make payments of principal or interest on\nIneligible Securities underwritten or privately placed by the Arranger and\nissued by or for the benefit of the Company or any Affiliate of the Company. \nThe Arranger is a registered broker-dealer and permitted to underwrite and\ndeal in certain Ineligible Securities.\n\n 7.06 Interest Coverage Ratio. The Company shall not permit its\nConsolidated Interest Coverage Ratio, for any period of four consecutive\nfiscal quarters of the Company, to be less than 1.50 to 1.0, calculated as of\nthe end of such period.\n\n 7.07 Maximum Funded Debt to Capitalization. The Company shall not\npermit Consolidated Funded Debt to be an amount which exceeds (a) 60% of\nCapitalization at any time during the period from the date of this Agreement\nthrough the earlier of (i) March 31, 1997, and (ii) the repayment in full of\nthe Term Loans, or (b) 55% of Capitalization thereafter, in each case\ncalculated as at the last day of any fiscal quarter.\n\n 7.08 Transactions with Affiliates. The Company shall not, and shall\nnot suffer or permit any Subsidiary to, enter into any transaction with any\nAffiliate of the Company, except upon fair and reasonable terms no less\nfavorable to the Company or such Subsidiary than would obtain in a comparable\narm's-length transaction with a Person not an Affiliate of the Company or such\nSubsidiary.\n\n 7.09 ERISA. The Company shall not, and shall not suffer or permit any\nof its ERISA Affiliates to: (a) engage in a prohibited transaction or\nviolation of the fiduciary responsibility rules with respect to any Plan which\nhas resulted or could reasonably expected to result in liability of the\nCompany in an aggregate amount in excess of $25,000,000; or (b) engage in a\ntransaction that could be subject to Section 4069 or 4212(c) of ERISA.\n\n 7.10 Change in Business. The Company shall not, and shall not suffer\nor permit any Subsidiary to, engage in any material line of business\nsubstantially different from those lines of business carried on by the Company\nand its Subsidiaries on the date hereof.\n\n 7.11 Accounting Changes. The Company shall not, and shall not suffer\nor permit any Subsidiary to, make any significant change in accounting\ntreatment or reporting practices, except as required by GAAP, or change the\nfiscal year of the Company or of any Subsidiary, except to change the fiscal\nyear of a Subsidiary acquired in connection with an acquisition to conform its\nfiscal year to the Company's.\n\n ARTICLE VIII\n\n EVENTS OF DEFAULT\n\n 8.01 Event of Default. Any of the following shall constitute an \"Event\nof Default\":\n\n (a) Non-Payment. The Company fails to pay, (i) when and as\nrequired to be paid herein, any amount of principal of any Loan, or any amount\nof interest on any Bid Loan, or (ii) within five days after the same becomes\ndue, any other interest, or any fee or any other amount payable hereunder or\nunder any other Loan Document; or\n\n (b) Representation or Warranty. Any representation or warranty\nby the Company or any Subsidiary made or deemed made herein, in any other Loan\nDocument, or which is contained in any certificate, document or financial or\nother statement by the Company, any Subsidiary, or any Responsible Officer,\nfurnished at any time under this Agreement, or in or under any other Loan\nDocument, is incorrect in any material respect on or as of the date made or\ndeemed made; or\n\n (c) Specific Defaults. The Company fails to perform or observe\nany term, covenant or agreement contained in Sections 7.02, 7.03, 7.05, 7.06\nor 7.07; or\n\n (d) Other Defaults. The Company fails to perform or observe any\nother term or covenant contained in this Agreement or any other Loan Document,\nand such default shall continue unremedied for a period of 30 days after the\nearlier of the date of its discovery by any elected or appointed officer of\nthe Company or the date upon which written notice thereof is given to the\nCompany by the Agent or any Bank; or\n\n (e) Cross-Default. (i) The Company or any Subsidiary (A) fails\nto make any payment in respect of any Indebtedness having an aggregate\nprincipal amount outstanding of more than $25,000,000 when due (whether by\nscheduled maturity, required prepayment, acceleration, demand, or otherwise)\nand such failure continues after the applicable grace or notice period, if\nany, specified in the relevant document on the date of such failure; or\n(B) fails to perform or observe any other condition or covenant, or any other\nevent shall occur or condition exist, under any agreement or instrument\nrelating to any such Indebtedness, and such failure continues after the\napplicable grace or notice period, if any, specified in the relevant document\non the date of such failure if the effect of such failure, event or condition\nis to cause, or to permit the holder or holders of such Indebtedness or\nbeneficiary or beneficiaries of such Indebtedness (or a trustee or agent on\nbehalf of such holder or holders or beneficiary or beneficiaries) to cause,\nsuch Indebtedness to be declared to be due and payable prior to its stated\nmaturity; or\n\n (f) Insolvency; Voluntary Proceedings. The Company or any\nSubsidiary (i) ceases or fails to be solvent, or generally fails to pay, or\nadmits in writing its inability to pay, its debts as they become due, subject\nto applicable grace periods, if any, whether at stated maturity or otherwise;\n(ii) voluntarily ceases to conduct its business in the ordinary course; (iii)\ncommences any Insolvency Proceeding with respect to itself; or (iv) takes any\naction to effectuate or authorize any of the foregoing; or\n\n (g) Involuntary Proceedings. (i) Any involuntary Insolvency\nProceeding is commenced or filed against the Company or any Subsidiary, or any\nwrit, judgment, warrant of attachment, execution or similar process, is issued\nor levied against a substantial part of the Company's or any Subsidiary's\nproperties, and any such proceeding or petition shall not be dismissed, or\nsuch writ, judgment, warrant of attachment, execution or similar process shall\nnot be released, vacated or fully bonded within 45 days after commencement,\nfiling or levy; (ii) the Company or any Subsidiary admits the material\nallegations of a petition against it in any Insolvency Proceeding, or an order\nfor relief (or similar order under non-U.S. law) is ordered in any Insolvency\nProceeding; or (iii) the Company or any Subsidiary acquiesces in the\nappointment of a receiver, trustee, custodian, conservator, liquidator,\nmortgagee in possession (or agent therefor), or other similar Person for\nitself or a substantial portion of its property or business; or\n\n (h) ERISA. (i) An ERISA Event shall occur with respect to a\nPension Plan or Multiemployer Plan which has resulted or could reasonably be\nexpected to result in liability of the Company under Title IV of ERISA to the\nPension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess\nof $25,000,000; (ii) the aggregate amount of Unfunded Pension Liability among\nall Pension Plans at any time exceeds $25,000,000; or (iii) the Company or any\nERISA Affiliate shall fail to pay when due, after the expiration of any\napplicable grace period, any installment payment with respect to its\nwithdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in\nan aggregate amount in excess of $25,000,000; or\n\n (i) Monetary Judgments. One or more non-interlocutory\njudgments, non-interlocutory orders, decrees or arbitration awards is entered\nagainst the Company or any Subsidiary involving aggregate liability (to the\nextent not covered by independent third-party insurance as to which the\ninsurer does not dispute coverage) as to any single or related or unrelated\nseries of transactions, incidents or conditions, of $25,000,000 or more, and\nthe same shall remain unsatisfied, unvacated and unstayed pending appeal for a\nperiod of 30 days after the entry thereof; or\n\n (j) Non-Monetary Judgments. Any non-monetary judgment, order or\ndecree is entered against the Company or any Subsidiary which does or would\nreasonably be expected to have a Material Adverse Effect, and there shall be\nany period of 30 consecutive days during which a stay of enforcement of such\njudgment or order, by reason of a pending appeal or otherwise, shall not be in\neffect; or\n\n (k) Change of Control. There occurs any Change of Control; or\n\n (l) Adverse Change. There occurs a Material Adverse Effect.\n\n 8.02 Remedies. If any Event of Default occurs, the Agent shall, at the\nrequest of, or may, with the consent of, the Majority Banks,\n\n (a) declare the obligation of each Bank to make any Loans\nhereunder to be terminated, whereupon such obligation and such Bank's\nCommitment shall be terminated;\n\n (b) declare the unpaid principal amount of all outstanding\nLoans, all interest accrued and unpaid thereon, and all other amounts owing or\npayable hereunder or under any other Loan Document to be immediately due and\npayable, without presentment, demand, protest or other notice of any kind, all\nof which are hereby expressly waived by the Company; and\n\n (c) exercise on behalf of itself and the Banks all rights and\nremedies available to it and the Banks under the Loan Documents or applicable\nlaw;\n\nprovided, however, that upon the occurrence of any event specified in\nsubsection (f) or (g) of Section 8.01 (in the case of clause (i) of subsection\n(g) upon the expiration of the 60-day period mentioned therein), the\nobligation of each Bank to make Loans shall automatically terminate and the\nunpaid principal amount of all outstanding Loans and all interest and other\namounts as aforesaid shall automatically become due and payable without\nfurther act of the Agent or any Bank.\n\n 8.03 Rights Not Exclusive. The rights provided for in this Agreement\nand the other Loan Documents are cumulative and are not exclusive of any other\nrights, powers, privileges or remedies provided by law or in equity, or under\nany other instrument, document or agreement now existing or hereafter arising.\n\n\n ARTICLE IX\n\n THE AGENT\n\n 9.01 Appointment and Authorization; \"Agent\". Each Bank hereby\nirrevocably (subject to Section 9.09) appoints, designates and authorizes the\nAgent to take such action on its behalf under the provisions of this Agreement\nand each other Loan Document and to exercise such powers and perform such\nduties as are expressly delegated to it by the terms of this Agreement or any\nother Loan Document, together with such powers as are reasonably incidental\nthereto. Notwithstanding any provision to the contrary contained elsewhere in\nthis Agreement or in any other Loan Document, the Agent shall not have any\nduties or responsibilities, except those expressly set forth herein, nor shall\nthe Agent have or be deemed to have any fiduciary relationship with any Bank,\nand no implied covenants, functions, responsibilities, duties, obligations or\nliabilities shall be read into this Agreement or any other Loan Document or\notherwise exist against the Agent. Without limiting the generality of the\nforegoing sentence, the use of the term \"agent\" in this Agreement with\nreference to the Agent is not intended to connote any fiduciary or other\nimplied (or express) obligations arising under agency doctrine of any\napplicable law. Instead, such term is used merely as a matter of market\ncustom, and is intended to create or reflect only an administrative\nrelationship between independent contracting parties.\n\n 9.02 Delegation of Duties. The Agent may execute any of its duties\nunder this Agreement or any other Loan Document by or through agents,\nemployees or attorneys-in-fact and shall be entitled to advice of counsel\nconcerning all matters pertaining to such duties. The Agent shall not be\nresponsible for the negligence or misconduct of any agent or attorney-in-fact\nthat it selects with reasonable care.\n\n 9.03 Liability of Agent. None of the Agent-Related Persons shall (i)\nbe liable for any action taken or omitted to be taken by any of them under or\nin connection with this Agreement or any other Loan Document or the\ntransactions contemplated hereby (except for its own gross negligence or\nwillful misconduct), or (ii) be responsible in any manner to any of the Banks\nfor any recital, statement, representation or warranty made by the Company or\nany Subsidiary or Affiliate of the Company, or any officer thereof, contained\nin this Agreement or in any other Loan Document, or in any certificate,\nreport, statement or other document referred to or provided for in, or\nreceived by the Agent under or in connection with, this Agreement or any other\nLoan Document, or the validity, effectiveness, genuineness, enforceability or\nsufficiency of this Agreement or any other Loan Document, or for any failure\nof the Company or any other party to any Loan Document to perform its\nobligations hereunder or thereunder. No Agent-Related Person shall be under\nany obligation to any Bank to ascertain or to inquire as to the observance or\nperformance of any of the agreements contained in, or conditions of, this\nAgreement or any other Loan Document, or to inspect the properties, books or\nrecords of the Company or any of the Company's Subsidiaries or Affiliates.\n\n 9.04 Reliance by Agent. (a) The Agent shall be entitled to rely, and\nshall be fully protected in relying, upon any writing, resolution, notice,\nconsent, certificate, affidavit, letter, telegram, facsimile, telex or\ntelephone message, statement or other document or conversation believed by it\nto be genuine and correct and to have been signed, sent or made by the proper\nPerson or Persons, and upon advice and statements of legal counsel (including\ncounsel to the Company), independent accountants and other experts selected by\nthe Agent. The Agent shall be fully justified in failing or refusing to take\nany action under this Agreement or any other Loan Document unless it shall\nfirst receive such advice or concurrence of the Majority Banks as it deems\nappropriate and, if it so requests, it shall first be indemnified to its\nsatisfaction by the Banks against any and all liability and expense which may\nbe incurred by it by reason of taking or continuing to take any such action. \nThe Agent shall in all cases be fully protected in acting, or in refraining\nfrom acting, under this Agreement or any other Loan Document in accordance\nwith a request or consent of the Majority Banks, or when expressly required\nhereby, all Banks, and such request and any action taken or failure to act\npursuant thereto shall be binding upon all of the Banks.\n\n (b) For purposes of determining compliance with the conditions\nspecified in Section 4.01, each Bank that has executed this Agreement shall be\ndeemed to have consented to, approved or accepted or to be satisfied with,\neach document or other matter sent (or made available) by the Agent to such\nBank for consent, approval, acceptance or satisfaction, or required thereunder\nto be consented to or approved by or acceptable or satisfactory to such Bank,\nunless an officer of the Agent responsible for the transactions contemplated\nby the Loan Documents shall have received notice from such Bank prior to the\nClosing Date specifying its objection thereto and either such objection shall\nnot have been withdrawn by notice to the Agent to that effect on or prior to\nthe Closing Date or, if any Borrowing on the Closing Date has been requested,\nthe Bank shall not have made available to the Agent on or prior to the Closing\nDate the Bank's ratable portion of any Borrowing.\n\n 9.05 Notice of Default. The Agent shall not be deemed to have\nknowledge or notice of the occurrence of any Default or Event of Default,\nexcept with respect to defaults in the payment of principal, interest and fees\nrequired to be paid to the Agent for the account of the Banks, unless the\nAgent shall have received written notice from a Bank or the Company referring\nto this Agreement, describing such Default or Event of Default and stating\nthat such notice is a \"notice of default\". The Agent will notify the Banks of\nits receipt of any such notice. The Agent shall take such action with respect\nto such Default or Event of Default as may be requested by the Majority Banks\nin accordance with Article VIII; provided, however, that unless and until the\nAgent has received any such request, the Agent may (but shall not be obligated\nto) take such action, or refrain from taking such action, with respect to such\nDefault or Event of Default as it shall deem advisable or in the best interest\nof the Banks.\n\n 9.06 Credit Decision. Each Bank acknowledges that none of the\nAgent-Related Persons has made any representation or warranty to it, and that\nno act by the Agent hereinafter taken, including any review of the affairs of\nthe Company and its Subsidiaries, shall be deemed to constitute any\nrepresentation or warranty by any Agent-Related Person to any Bank. Each Bank\nrepresents to the Agent that it has, independently and without reliance upon\nany Agent-Related Person and based on such documents and information as it has\ndeemed appropriate, made its own appraisal of and investigation into the\nbusiness, prospects, operations, property, financial and other condition and\ncreditworthiness of the Company and its Subsidiaries, and all applicable bank\nregulatory laws relating to the transactions contemplated hereby, and made its\nown decision to enter into this Agreement and to extend credit to the Company\nhereunder. Each Bank also represents that it will, independently and without\nreliance upon any Agent-Related Person and based on such documents and\ninformation as it shall deem appropriate at the time, continue to make its own\ncredit analysis, appraisals and decisions in taking or not taking action under\nthis Agreement and the other Loan Documents, and to make such investigations\nas it deems necessary to inform itself as to the business, prospects,\noperations, property, financial and other condition and credit- worthiness of\nthe Company. Except for notices, reports and other documents expressly herein\nrequired to be furnished to the Banks by the Agent, the Agent shall not have\nany duty or responsibility to provide any Bank with any credit or other\ninformation concerning the business, prospects, operations, property,\nfinancial and other condition or creditworthiness of the Company which may\ncome into the possession of any of the Agent-Related Persons.\n\n 9.07 Indemnification of Agent. Whether or not the transactions\ncontemplated hereby are consummated, the Banks shall indemnify upon demand the\nAgent-Related Persons (to the extent not reimbursed by or on behalf of the\nCompany and without limiting the obligation of the Company to do so), in\naccordance with the Banks' Pro Rata Shares, from and against any and all\nIndemnified Liabilities; provided, however, that no Bank shall be liable for\nthe payment to the Agent-Related Persons of any portion of such Indemnified\nLiabilities to the extent they are found by a final decision of a court of\ncompetent jurisdiction to have resulted solely from such Person's gross\nnegligence or willful misconduct. Without limitation of the foregoing, each\nBank shall reimburse the Agent within five days of demand for its ratable\nshare of any reasonable costs or out-of-pocket expenses (including Attorney\nCosts) incurred by the Agent in connection with the preparation, execution,\ndelivery, administration, modification, amendment or enforcement (whether\nthrough negotiations, legal proceedings or otherwise) of, or legal advice in\nrespect of rights or responsibilities under, this Agreement, any other Loan\nDocument, or any document contemplated by or referred to herein, to the extent\nthat the Agent is not reimbursed for such expenses by or on behalf of the\nCompany. The undertaking in this Section shall survive the payment of all\nObligations hereunder and the resignation or replacement of the Agent.\n\n 9.08 Agent in Individual Capacity. BofA and its Affiliates may make\nloans to, issue letters of credit for the account of, accept deposits from,\nacquire equity interests in and generally engage in any kind of banking,\ntrust, financial advisory, underwriting or other business with the Company and\nits Subsidiaries and Affiliates as though BofA were not the Agent hereunder\nand without notice to or consent of the Banks. The Banks acknowledge that,\npursuant to such activities, BofA or its Affiliates may receive information\nregarding the Company or its Affiliates (including information that may be\nsubject to confidentiality obligations in favor of the Company or such\nSubsidiary) and acknowledge that the Agent shall be under no obligation to\nprovide such information to them. With respect to its Loans, BofA shall have\nthe same rights and powers under this Agreement as any other Bank and may\nexercise the same as though it were not the Agent, and the terms \"Bank\" and\n\"Banks\" include BofA in its individual capacity.\n\n 9.09 Successor Agent. The Agent may, and at the request of the\nMajority Banks shall, resign as Agent upon 30 days' notice to the Banks. If\nthe Agent resigns under this Agreement, the Majority Banks shall appoint from\namong the Banks a successor agent for the Banks. If no successor agent is\nappointed prior to the effective date of the resignation of the Agent, the\nAgent may appoint, after consulting with the Banks and the Company, a\nsuccessor agent from among the Banks. Upon the acceptance of its appointment\nas successor agent hereunder, such successor agent shall succeed to all the\nrights, powers and duties of the retiring Agent and the term \"Agent\" shall\nmean such successor agent and the retiring Agent's appointment, powers and\nduties as Agent shall be terminated. After any retiring Agent's resignation\nhereunder as Agent, the provisions of this Article IX and Sections 10.04 and\n10.05 shall inure to its benefit as to any actions taken or omitted to be\ntaken by it while it was Agent under this Agreement. If no successor agent\nhas accepted appointment as Agent by the date which is 30 days following a\nretiring Agent's notice of resignation, the retiring Agent's resignation shall\nnevertheless thereupon become effective and the Banks shall perform all of the\nduties of the Agent hereunder until such time, if any, as the Majority Banks\nappoint a successor agent as provided for above.\n\n 9.10 Withholding Tax. (a) If any Bank is a \"foreign corporation,\npartnership or trust\" within the meaning of the Code and such Bank claims\nexemption from, or a reduction of, U.S. withholding tax under Sections 1441 or\n1442 of the Code, such Bank agrees with and in favor of the Agent, to deliver\nto the Agent:\n\n (i) if such Bank claims an exemption from, or a reduction\n of, withholding tax under a United States tax treaty, two properly\n completed and executed copies of IRS Form 1001 before the payment of any\n interest or fees in the first calendar year and before the payment of\n any interest or fees in each third succeeding calendar year during which\n interest may be paid under this Agreement;\n\n (ii) if such Bank claims that interest paid under this\n Agreement is exempt from United States withholding tax because it is\n effectively connected with a United States trade or business of such\n Bank, two properly completed and executed copies of IRS Form 4224 before\n the payment of any interest or fees is due in the first taxable year of\n such Bank and in each succeeding taxable year of such Bank during which\n interest or fees may be paid under this Agreement; and\n\n (iii) such other form or forms as may be required under the\n Code or other laws of the United States as a condition to exemption\n from, or reduction of, United States withholding tax.\n\n Such Bank agrees to promptly notify the Agent of any change in\ncircumstances which would modify or render invalid any claimed exemption or\nreduction.\n\n (b) If any Bank claims exemption from, or reduction of,\nwithholding tax under a United States tax treaty by providing IRS Form 1001\nand such Bank sells, assigns, grants a participation in, or otherwise\ntransfers all or part of the Obligations of the Company owing to such Bank,\nsuch Bank agrees to notify the Agent of the percentage amount in which it is\nno longer the beneficial owner of Obligations of the Company owing to such\nBank. To the extent of such percentage amount, the Agent will treat such\nBank's IRS Form 1001 as no longer valid.\n\n (c) If any Bank claiming exemption from United States\nwithholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants\na participation in, or otherwise transfers all or part of the Obligations of\nthe Company owing to such Bank, such Bank agrees to undertake sole\nresponsibility for complying with the withholding tax requirements imposed by\nSections 1441 and 1442 of the Code.\n\n (d) If any Bank is entitled to a reduction in the applicable\nwithholding tax, the Agent may withhold from any payment to such Bank an\namount equivalent to the applicable withholding tax after taking into account\nsuch reduction. However, if the forms or other documentation required by\nsubsection (a) of this Section are not delivered to the Agent, then the Agent\nmay withhold from any payment to such Bank not providing such forms or other\ndocumentation an amount equivalent to the applicable withholding tax imposed\nby Sections 1441 and 1442 of the Code, without reduction.\n\n (e) If the IRS or any other Governmental Authority of the United\nStates or other jurisdiction asserts a claim that the Agent did not properly\nwithhold tax from amounts paid to or for the account of any Bank (because the\nappropriate form was not delivered or was not properly executed, or because\nsuch Bank failed to notify the Agent of a change in circumstances which\nrendered the exemption from, or reduction of, withholding tax ineffective, or\nfor any other reason) such Bank shall indemnify the Agent fully for all\namounts paid, directly or indirectly, by the Agent as tax or otherwise,\nincluding penalties and interest, and including any taxes imposed by any\njurisdiction on the amounts payable to the Agent under this Section, together\nwith all costs and expenses (including Attorney Costs). The obligation of the\nBanks under this subsection shall survive the payment of all Obligations and\nthe resignation or replacement of the Agent.\n\n (f) Each Bank referred to in subsection (a) represents and\nwarrants to the Company and the Agent that, as of the Effective Date, under\ncurrently applicable law and treaties no taxes will be required to be withheld\nby the Company with respect to any payments to be made to such Bank hereunder\nor under any Note held by it.\n\n 9.11 Co-Agents; Lead Managers. None of the Banks identified on the\nfacing page or signature pages of this Agreement as a \"co-agent\" or \"lead\nmanager\" shall have any right, power, obligation, liability, responsibility or\nduty under this Agreement other than those applicable to all Banks as such. \nWithout limiting the foregoing, none of the Banks so identified as a \"co-\nagent\" or \"lead manager\" shall have or be deemed to have any fiduciary\nrelationship with any Bank. Each Bank acknowledges that it has not relied,\nand will not rely, on any of the Banks so identified in deciding to enter into\nthis Agreement or in taking or not taking action hereunder.\n\n\n ARTICLE X\n\n MISCELLANEOUS\n\n 10.01 Amendments and Waivers. No amendment or waiver of any provision\nof this Agreement or any other Loan Document, and no consent with respect to\nany departure by the Company therefrom, shall be effective unless the same\nshall be in writing and signed by the Majority Banks (or by the Agent at the\nwritten request of the Majority Banks) and the Company and acknowledged by the\nAgent, and then any such waiver or consent shall be effective only in the\nspecific instance and for the specific purpose for which given; provided,\nhowever, that no such waiver, amendment, or consent shall, unless in writing\nand signed by all the Banks and the Company and acknowledged by the Agent, do\nany of the following:\n\n (a) at any time that a Default or Event of Default exists, waive\nany of the conditions contained in Article IV;\n\n (b) increase or extend the Commitment of any Bank (or reinstate\nany Commitment terminated pursuant to Section 8.02);\n\n (c) postpone or delay any date fixed by this Agreement or any\nother Loan Document for any payment of principal, interest, fees or other\namounts due to the Banks (or any of them) hereunder or under any other Loan\nDocument (including the date of any mandatory prepayment hereunder);\n\n (d) reduce the principal of, or the rate of interest specified\nherein on any Loan, or (subject to clause (ii) below) any fees or other\namounts payable hereunder or under any other Loan Document;\n\n (e) change the percentage of the Commitments or of the aggregate\nunpaid principal amount of the Loans which is required for the Banks or any of\nthem to take any action hereunder; or\n\n (f) amend this Section, Section 2.16, the definition of\n\"Majority Banks\" herein, or any provision herein providing for consent or\nother action by all Banks or some specified amount of Banks;\n\nand, provided further, that (i) no amendment, waiver or consent shall, unless\nin writing and signed by the Agent in addition to the Majority Banks or all\nthe Banks, as the case may be, affect the rights or duties of the Agent under\nthis Agreement or any other Loan Document, and (ii) the Fee Letter may be\namended, or rights or privileges thereunder waived, in a writing executed by\nthe parties thereto.\n\n 10.02 Notices. (a) All notices, requests, consents, approvals, waivers\nand other communications shall be in writing (including, unless the context\nexpressly otherwise provides, by facsimile transmission, provided that any\nmatter transmitted by the Company by facsimile (i) shall be immediately\nconfirmed by a telephone call to the recipient at the number specified on\nSchedule 10.02, and (ii) shall be followed promptly by delivery of a hard copy\noriginal thereof) and mailed, faxed or delivered, to the address or facsimile\nnumber specified for notices on Schedule 10.02; or, as directed to the Company\nor the Agent, to such other address as shall be designated by such party in a\nwritten notice to the other parties, and as directed to any other party, at\nsuch other address as shall be designated by such party in a written notice to\nthe Company and the Agent.\n\n (b) All such notices, requests and communications shall, when\ntransmitted by overnight delivery, or faxed, be effective when delivered for\novernight (next-day) delivery, or transmitted in legible form by facsimile\nmachine, respectively, or if mailed, upon the third Business Day after the\ndate deposited into the U.S. mail, or if delivered, upon delivery; except that\nnotices pursuant to Article II or IX to the Agent shall not be effective until\nactually received by the Agent.\n\n (c) Any agreement of the Agent and the Banks herein to receive\ncertain notices by telephone or facsimile is solely for the convenience and at\nthe request of the Company. The Agent and the Banks shall be entitled to rely\non the authority of any Person purporting to be a Person authorized by the\nCompany to give such notice and the Agent and the Banks shall not have any\nliability to the Company or other Person on account of any action taken or not\ntaken by the Agent or the Banks in reliance upon such telephonic or facsimile\nnotice. The obligation of the Company to repay the Loans shall not be\naffected in any way or to any extent by any failure by the Agent and the Banks\nto receive written confirmation of any telephonic or facsimile notice or the\nreceipt by the Agent and the Banks of a confirmation which is at variance with\nthe terms understood by the Agent and the Banks to be contained in the\ntelephonic or facsimile notice.\n\n 10.03 No Waiver; Cumulative Remedies. No failure to exercise and no\ndelay in exercising, on the part of the Agent, any Designated Bidder or any\nBank, any right, remedy, power or privilege hereunder, shall operate as a\nwaiver thereof; nor shall any single or partial exercise of any right,\nremedy, power or privilege hereunder preclude any other or further exercise\nthereof or the exercise of any other right, remedy, power or privilege.\n\n 10.04 Costs and Expenses. The Company shall:\n\n (a) whether or not the transactions contemplated hereby are\nconsummated, pay or reimburse BofA (including in its capacity as Agent) within\nfive Business Days after demand (subject to subsection 4.01(e)) for all costs\nand expenses incurred by BofA (including in its capacity as Agent) in\nconnection with the development, preparation, delivery, administration and\nexecution of, and any amendment, supplement, waiver or modification to (in\neach case, whether or not consummated), this Agreement, any Loan Document and\nany other documents prepared in connection herewith or therewith, and the\nconsummation of the transactions contemplated hereby and thereby, including\nreasonable Attorney Costs incurred by BofA (including in its capacity as\nAgent) with respect thereto; and\n\n (b) pay or reimburse the Agent, the Arranger, each Bank and each\nDesignated Bidder within five Business Days after demand for all costs and\nexpenses (including Attorney Costs) incurred by them in connection with the\nenforcement, attempted enforcement, or preservation of any rights or remedies\nunder this Agreement or any other Loan Document during the existence of an\nEvent of Default or after acceleration of the Loans (including in connection\nwith any \"workout\" or restructuring regarding the Loans, and including in any\nInsolvency Proceeding or appellate proceeding).\n\n 10.05 Company Indemnification. Whether or not the transactions\ncontemplated hereby are consummated, the Company shall indemnify, defend and\nhold the Agent-Related Persons, and each Bank, each Designated Bidder and each\nof their respective officers, directors, employees, counsel, agents and\nattorneys-in-fact (each, an \"Indemnified Person\") harmless from and against\nany and all liabilities, obligations, losses, damages, penalties, actions,\njudgments, suits, costs, charges, expenses and disbursements (including\nAttorney Costs) of any kind or nature whatsoever which may at any time\n(including at any time following repayment of the Loans and the termination,\nresignation or replacement of the Agent or replacement of any Bank) be\nimposed on, incurred by or asserted against any such Indemnified Person in any\nway relating to or arising out of the Acquisition, this Agreement or any\ndocument contemplated by or referred to herein, or the transactions\ncontemplated hereby, or any action taken or omitted by any such Person under\nor in connection with any of the foregoing, including with respect to any\ninvestigation, litigation or proceeding (including any Insolvency Proceeding\nor appellate proceeding) related to or arising out of the Acquisition, this\nAgreement or the Loans or the use of the proceeds thereof, whether or not any\nIndemnified Person is a party thereto (all the foregoing, collectively, the\n\"Indemnified Liabilities\"); provided, that the Company shall have no\nobligation hereunder to any Indemnified Person with respect to Indemnified\nLiabilities to the extent they are found by a final decision of a court of\ncompetent jurisdiction to have resulted solely from the gross negligence or\nwillful misconduct of such Indemnified Person. The agreements in this Section\nshall survive payment of all other Obligations.\n\n 10.06 Payments Set Aside. To the extent that the Company makes a\npayment to the Agent, any Designated Bidder or any Bank, or the Agent, any\nDesignated Bidder or any Bank exercises its right of set-off, and such payment\nor the proceeds of such set-off or any part thereof are subsequently\ninvalidated, declared to be fraudulent or preferential, set aside or required\n(including pursuant to any settlement entered into by the Agent, such\nDesignated Bidder or such Bank in its discretion) to be repaid to a trustee,\nreceiver or any other party, in connection with any Insolvency Proceeding or\notherwise, then (a) to the extent of such recovery the obligation or part\nthereof originally intended to be satisfied shall be revived and continued in\nfull force and effect as if such payment had not been made or such set-off had\nnot occurred, and (b) each Bank and each Designated Bidder severally agrees to\npay to the Agent upon demand its pro rata share of any amount so recovered\nfrom or repaid by the Agent.\n\n 10.07 Successors and Assigns. The provisions of this Agreement shall\nbe binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns, except that the Company may not assign or\ntransfer any of its rights or obligations under this Agreement without the\nprior written consent of the Agent and each Bank.\n\n 10.08 Assignments, Participations, Etc. (a) Any Bank may, with the\nwritten consent of the Company and the Agent (which in each case shall not be\nunreasonably withheld), at any time assign and delegate to one or more\nEligible Assignees (each an \"Assignee\") all, or any ratable part of all, of\nthe Loans, the Commitment and the other rights and obligations of such Bank\nhereunder; provided, however, that (i) no written consent of the Company shall\nbe required during the existence of a Default or an Event of Default; (ii) no\nwritten consent of the Company or the Agent shall be required in connection\nwith any assignment and delegation by a Bank to an Eligible Assignee that is\nanother Bank or an Affiliate of such Bank; and (iii) any such assignment to an\nEligible Assignee that is not a Bank hereunder shall be equal to or greater\nthan $10,000,000; and provided further, however, that the Company and the\nAgent may continue to deal solely and directly with such Bank in connection\nwith the interest so assigned to an Assignee until (A) written notice of such\nassignment, together with payment instructions, addresses and related\ninformation with respect to the Assignee, shall have been given to the Company\nand the Agent by such Bank and the Assignee; (B) such Bank and its Assignee\nshall have delivered to the Company and the Agent an Assignment and Acceptance\nsubstantially in the form of Exhibit E (\"Assignment and Acceptance\") together\nwith any Note or Notes subject to such assignment; and (C) the assignor Bank\nor Assignee has paid to the Agent a processing fee in the amount of $3,500.\n\n (b) From and after the date that the Agent notifies the assignor\nBank that it has received (and, if required, provided its consent with respect\nto) an executed Assignment and Acceptance and payment of the above-referenced\nprocessing fee, (i) the Assignee thereunder shall be a party hereto and, to\nthe extent that rights and obligations hereunder have been assigned to it\npursuant to such Assignment and Acceptance, shall have the rights and\nobligations of a Bank under the Loan Documents, and (ii) the assignor Bank\nshall, to the extent that rights and obligations hereunder and under the other\nLoan Documents have been assigned by it pursuant to such Assignment and\nAcceptance, relinquish its rights and be released from its obligations under\nthe Loan Documents; provided, however, that the assignor Bank shall not\nrelinquish its rights under Article III or under Sections 10.04 and 10.05 to\nthe extent such rights relate to the time prior to the effective date of the\nAssignment and Acceptance.\n\n (c) Within five Business Days after its receipt of notice by the\nAgent that it has received an executed Assignment and Acceptance and payment\nof the processing fee (and provided that it consents to such assignment in\naccordance with subsection 10.08(a)), the Company shall execute and deliver to\nthe Agent, any new Notes requested by such Assignee evidencing such Assignee's\nassigned Loans and Commitment and, if the assignor Bank has retained a portion\nof its Loans and its Commitment, replacement Notes as requested by the\nassignor Bank in the principal amount of the Loans retained by the assignor\nBank (such Notes to be in exchange for, but not in payment of, the Notes held\nby such Bank, if any). Immediately upon payment of the Agent's processing fee\ndue under subsection 10.08(a) this Agreement shall be deemed to be amended to\nthe extent, but only to the extent, necessary to reflect the addition of the\nAssignee and the resulting adjustment of the Commitments arising therefrom. \nThe Commitment allocated to each Assignee shall reduce the Commitment of the\nassigning Bank pro tanto.\n\n (d) Any Bank or Designated Bidder may at any time sell to one or\nmore commercial banks or other Persons not Affiliates of the Company (a\n\"Participant\") participating interests in any Loans, the Commitment of that\nBank and the other interests of that Bank or Designated Bidder (the\n\"Originator\") hereunder and under the other Loan Documents; provided, however,\nthat (i) the Originator's obligations under this Agreement shall remain\nunchanged, (ii) the Originator shall remain solely responsible for the\nperformance of such obligations, (iii) the Company and the Agent shall\ncontinue to deal solely and directly with the Originator in connection with\nthe Originator's rights and obligations under this Agreement and the other\nLoan Documents, and (iv) no Bank shall transfer or grant any participating\ninterest under which the Participant has rights to approve any amendment to,\nor any consent or waiver with respect to, this Agreement or any other Loan\nDocument, except to the extent such amendment, consent or waiver would require\nunanimous consent of the Banks as described in the first proviso to Section\n10.01. In the case of any such participation, the Participant shall not have\nany rights under this Agreement, or any of the other Loan Documents, and all\namounts payable by the Company hereunder shall be determined as if such\nOriginator had not sold such participation; except that, if amounts\noutstanding under this Agreement are due and unpaid, or shall have been\ndeclared or shall have become due and payable upon the occurrence of an Event\nof Default, each Participant shall be deemed to have the right of set-off in\nrespect of its participating interest in amounts owing under this Agreement to\nthe same extent as if the amount of its participating interest were owing\ndirectly to it as a Bank or Designated Bidder (as the case may be) under this\nAgreement.\n\n (d) Notwithstanding any other provision in this Agreement, any\nBank or Designated Bidder may at any time create a security interest in, or\npledge, all or any portion of its rights under and interest in this Agreement\nand the Note held by it in favor of any Federal Reserve Bank in accordance\nwith Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section\n203.14, and such Federal Reserve Bank may enforce such pledge or security\ninterest in any manner permitted under applicable law.\n\n 10.09 Designated Bidders. Any Bid Loan Bank may designate one or more\nDesignated Bidders to have a right to offer and make Bid Loans pursuant to\nSection 2.06; provided, however, that (i) no such Bank may make more than two\nsuch designations, (ii) each such Bank making any such designation shall\nretain the right to make Bid Loans, and (iii) the parties to each such\ndesignation shall execute and deliver to the Agent a Designation Agreement. \nUpon its receipt of an appropriately completed Designation Agreement executed\nby a designating Bid Loan Bank and a designee representing that it is a\nDesignated Bidder, the Agent will accept such Designation Agreement and give\nprompt notice thereof to the Company, whereupon such designation of such\nDesignated Bidder shall become effective and such Designated Bidder shall\nbecome a party to this Agreement as a \"Designated Bidder.\"\n\n 10.10 Confidentiality. Each Bank and each Designated Bidder agrees to\ntake and to cause its Affiliates to take normal and reasonable precautions and\nexercise due care to maintain the confidentiality of all information\nidentified as \"confidential\" or \"secret\" by the Company and provided to it by\nthe Company or any Subsidiary, or by the Agent on the Company's or such\nSubsidiary's behalf, under this Agreement or any other Loan Document, and\nneither it nor any of its Affiliates shall use any such information other than\nin connection with or in enforcement of this Agreement and the other Loan\nDocuments or in connection with other business now or hereafter existing or\ncontemplated with the Company or any Subsidiary; except to the extent such\ninformation (i) was or becomes generally available to the public other than as\na result of disclosure by such Bank or Designated Bidder, or (ii) was or\nbecomes available on a non-confidential basis from a source other than the\nCompany, provided that such source is not bound by a confidentiality agreement\nwith the Company known to such Bank or Designated Bidder; provided, however,\nthat any Bank or Designated Bidder may disclose such information (A) at the\nrequest or pursuant to any requirement of any Governmental Authority to which\nsuch Bank or Designated Bidder is subject or in connection with an examination\nof such Bank or Designated Bidder by any such authority; (B) pursuant to\nsubpoena or other court process; (C) when required to do so in accordance with\nthe provisions of any applicable Requirement of Law; (D) to the extent\nreasonably required in connection with any litigation or proceeding to which\nthe Agent, any Bank, Designated Bidder or their respective Affiliates may be\nparty; (E) to the extent reasonably required in connection with the exercise\nof any remedy hereunder or under any other Loan Document; (F) to such Bank's\nor Designated Bidder's independent auditors and other professional advisors;\n(G) to any Participant or Assignee, actual or potential, provided that such\nPerson agrees in writing to keep such information confidential to the same\nextent required of the Banks hereunder; (H) as to any Bank or Designated\nBidder or its Affiliate, as expressly permitted under the terms of any other\ndocument or agreement regarding confidentiality to which the Company or any\nSubsidiary is party or is deemed party with such Bank or Designated Bidder or\nsuch Affiliate; and (I) to its Affiliates.\n\n 10.11 Set-off. In addition to any rights and remedies of the Banks\nprovided by law, if an Event of Default exists or the Loans have been\naccelerated, each Bank and each Designated Bidder is authorized at any time\nand from time to time, without prior notice to the Company, any such notice\nbeing waived by the Company to the fullest extent permitted by law, to set off\nand apply any and all deposits (general or special, time or demand,\nprovisional or final) at any time held by, and other indebtedness at any time\nowing by, such Bank or Designated Bidder to or for the credit or the account\nof the Company against any and all Obligations owing to such Bank or\nDesignated Bidder, now or hereafter existing, irrespective of whether or not\nthe Agent or such Bank or Designated Bidder shall have made demand under this\nAgreement or any Loan Document and although such Obligations may be contingent\nor unmatured. Each Bank and each Designated Bidder agrees promptly to notify\nthe Company and the Agent after any such set-off and application made by such\nBank or Designated Bidder; provided, however, that the failure to give such\nnotice shall not affect the validity of such set-off and application.\n\n 10.12 Notification of Addresses, Lending Offices, Etc. Each Bank and\neach Designated Bidder shall notify the Agent in writing of any changes in the\naddress to which notices to such Bank or Designated Bidder should be directed,\nof addresses of any Lending Office, of payment instructions in respect of all\npayments to be made to it hereunder and of such other administrative\ninformation as the Agent shall reasonably request.\n\n 10.13 Counterparts. This Agreement may be executed in any number of\nseparate counterparts, each of which, when so executed, shall be deemed an\noriginal, and all of said counterparts taken together shall be deemed to\nconstitute but one and the same instrument.\n\n 10.14 Severability. The illegality or unenforceability of any\nprovision of this Agreement or any instrument or agreement required hereunder\nshall not in any way affect or impair the legality or enforceability of the\nremaining provisions of this Agreement or any instrument or agreement required\nhereunder.\n\n 10.15 No Third Parties Benefited. This Agreement is made and entered\ninto for the sole protection and legal benefit of the Company, the Banks, the\nDesignated Bidders, the Agent, the Agent-Related Persons, and the Indemnified\nPersons and their permitted successors and assigns, and no other Person shall\nbe a direct or indirect legal beneficiary of, or have any direct or indirect\ncause of action or claim in connection with, this Agreement or any of the\nother Loan Documents.\n\n 10.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES\nSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE\nOF CALIFORNIA; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS\nARISING UNDER FEDERAL LAW.\n\n (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE\nOF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA,\nAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE\nAGENT, THE DESIGNATED BIDDERS AND THE BANKS CONSENTS, FOR ITSELF AND IN\nRESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. \nEACH OF THE COMPANY, THE AGENT, THE DESIGNATED BIDDERS AND THE BANKS\nIRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF\nVENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR\nHEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH\nJURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE\nCOMPANY, THE AGENT, THE DESIGNATED BIDDERS AND THE BANKS EACH WAIVE PERSONAL\nSERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY\nOTHER MEANS PERMITTED BY CALIFORNIA LAW.\n\n 10.17 Waiver of Jury Trial. THE COMPANY, THE BANKS, THE DESIGNATED\nBIDDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF\nANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS\nAGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY\nOR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT\nBY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,\nPARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,\nOR OTHERWISE. THE COMPANY, THE BANKS, THE DESIGNATED BIDDERS AND THE AGENT\nEACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT\nTRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER\nAGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF\nTHIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS,\nIN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS\nAGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. \nTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR\nMODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.\n\n 10.18 Entire Agreement. This Agreement, together with the other Loan\nDocuments, embodies the entire agreement and understanding among the Company,\nthe Banks, the Designated Bidders and the Agent, and supersedes all prior or\ncontemporaneous agreements and understandings of such Persons, oral or\nwritten, relating to the subject matter hereof and thereof.\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and delivered in San Francisco, California, by their proper and\nduly authorized officers as of the day and year first above written.\n\n\nWILLAMETTE INDUSTRIES, INC.\n\n\n\nBy: \/s\/ signature\n\nTitle:\n\n\nBANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION\nas Agent\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nBANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION\nas a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nABN AMRO BANK N.V.\nas a Co-Agent and as a Bank\n\nBy: ABN AMRO North America, Inc.\n as agent\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nBy: \/s\/ signature\n\nTitle:\n\n\nMORGAN GUARANTY TRUST COMPANY OF NEW YORK\nas a Co-Agent and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle:\n\n\nNATIONSBANK, N.A.\nas a Co-Agent and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nWACHOVIA BANK OF GEORGIA, N.A.\nas a Co-Agent and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nDEUTSCHE BANK AG, LOS ANGELES BRANCH AND\/OR CAYMAN ISLANDS BRANCH\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nFIRST INTERSTATE BANK OF OREGON, N.A.\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nMELLON BANK, N.A.\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nPNC BANK, NATIONAL ASSOCIATION\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nROYAL BANK OF CANADA\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTORONTO DOMINION (TEXAS), INC.\nas a Lead Manager and as a Bank\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTHE BANK OF NEW YORK\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTHE BANK OF NOVA SCOTIA\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nBANQUE PARIBAS\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nCREDIT LYONNAIS, NEW YORK BRANCH\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTHE INDUSTRIAL BANK OF JAPAN, LIMITED,\nSAN FRANCISCO AGENCY\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTHE NORTHERN TRUST COMPANY\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nCOOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., \"RABOBANK NEDERLAND\",\nNEW YORK BRANCH\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nTHE SANWA BANK, LIMITED\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nSOCIETE GENERALE\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\nUNITED STATES NATIONAL BANK OF OREGON\n\n\n\nBy: \/s\/ signature\n\nTitle: \n\n\n<\/pre>\n
\n\n ANNEX I<\/p>\n
PRICING GRID<\/p>\n
(Basis points per annum)
\n Debt Rating
\n [S&P and Moody’s Revolving
\n Level respectively] Loan LIBO Term Loan
\n Facility Rate LIBO Rate
\n Fee Spread Spread<\/p>\n
\nLevel 1 A or above 7 13 20
\n or
\n A2 or above<\/p>\nLevel 2 A- 9 16 25
\n or
\n A3<\/p>\n
Level 3 BBB+ 10 20 30
\n or
\n Baa1<\/p>\n
Level 4 BBB 12.5 22.5 35
\n or
\n Baa2<\/p>\n
Level 5 BBB- or below 17.5 32.5 50
\n or
\n Baa3 or below
\n or unrated
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
For purposes of determining the Applicable Margin and the
\nApplicable Fee Amount:<\/p>\n
(a) If a difference exists in the Debt Ratings of Moody’s and
\nS&P, the higher of such Debt Ratings will determine the relevant pricing
\nLevel, unless the Debt Rating is less than Baa3, in the case of Moody’s, or
\nless than BBB-, in the case of S&P, in which case the lower of such Debt
\nRatings will apply.<\/p>\n
(b) Any change in the Applicable Margin or the Applicable Fee
\nAmount shall become effective five Business Days after any public announcement
\nof any Debt Rating requiring such a change.<\/p>\n
\n\n SCHEDULE 2.01<\/p>\n
COMMITMENTS
\n AND PRO RATA SHARES<\/p>\n
Pro
\n Revolving Term Rata
\n Bank Commitment Commitment Share <\/p>\n
\nBANK OF AMERICA
\nNATIONAL TRUST AND
\nSAVINGS
\nASSOCIATION $96,969,696.98 $63,030,303.02 9.69696970%<\/p>\nABN AMRO BANK,
\nN.V. $75,757,575.76 $49,242,424.24 7.57575758%<\/p>\n
MORGAN GUARANTY
\nTRUST COMPANY OF
\nNEW YORK $75,757,575.76 $49,242,424.24 7.57575758%<\/p>\n
NATIONSBANK, N.A. $75,757,575.76 $49,242,424.24 7.57575758%<\/p>\n
WACHOVIA BANK OF
\nGEORGIA, N.A. $75,757,575.76 $49,242,424.24 7.57575758%<\/p>\n
DEUTSCHE BANK AG $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
FIRST INTERSTATE
\nBANK OF OREGON,
\nN.A. $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
MELLON BANK, N.A. $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
PNC BANK, NATIONAL
\nASSOCIATION $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
ROYAL BANK OF
\nCANADA $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
TORONTO DOMINION
\n(TEXAS), INC. $48,484,848.48 $31,515,151.52 4.84848485%<\/p>\n
THE BANK OF NEW
\nYORK $30,909.090.91 $20,090,909.09 3.09090909%<\/p>\n
THE BANK OF NOVA
\nSCOTIA $30,909.090.91 $20,090,909.09 3.09090909%<\/p>\n
BANQUE PARIBAS $30,909.090.91 $20,090,909.09 3.09090909%<\/p>\n
CREDIT LYONNAIS $30,909.090.91 $20,090,909.09 3.09090909%
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
SCHEDULE 5.07<\/p>\n
ERISA MATTERS<\/p>\n
Willamette contributes to the Central States Southeast and
\nSouthwest Areas Pension Fund with respect to certain of its collectively
\nbargained employees at its Louisville Corrugated operation. At the end of
\n1993, Willamette’s estimated withdrawal liability from that Plan was $293,000.
\nWillamette has no current plans to withdraw from that Plan.<\/p>\n
Willamette contributes on two small units of employees in New
\nJersey to two separate multiemployer Pension Plans, one of which is believed
\nto not be well funded and the funding situation of the other Plan is not
\nknown. Willamette would not have any material withdrawal liability from
\neither Plan and has no current plans to withdraw.<\/p>\n
Willamette sponsors the Penntech Papers, Inc., Hourly Retirement
\nPlan which was acquired from Penntech Papers. That Plan had an Unfunded
\nPension Liability of approximately $1,000,000 at the beginning of 1996.<\/p>\n
Willamette sponsors the Willamette Industries, Inc., Corrugating
\nMedium Mill Hourly Employees’ Retirement Plan. That Plan had an Unfunded
\nPension Liability of approximately $200,000 at the beginning of 1996.<\/p>\n
SCHEDULE 10.02<\/p>\n
OFFSHORE AND DOMESTIC LENDING OFFICES;
\n ADDRESSES FOR NOTICES<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
WILLAMETTE INDUSTRIES, INC.
\n3800 First Interstate Tower
\n1300 S.W. Fifth Avenue
\nPortland, Oregon 97201
\nAttention: Mr. J.A. Parsons
\n Executive Vice President and
\n Chief Financial Officer
\n Telephone: (503) 227-5581
\n Facsimile: (503) 223-5604<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION,
\n as Agent<\/p>\n
Borrowing notices, Notices of
\nConversion\/Continuation and Payments:<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION
\nAgency Management Services #5596
\n1455 Market Street, 12th Floor
\nSan Francisco, California 94103
\nAttention: Ms. Annie Cuenco
\n Telephone: (415) 436-2775
\n Facsimile: (415) 436-2700<\/p>\n
All other notices:<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION
\nCredit Products #3838
\n555 California Street, 41st Floor
\nSan Francisco, California 94104
\nAttention: Mr. Michael J. Balok, Managing Director
\n Telephone: (415) 622-2018
\n Facsimile: (415) 622-4585<\/p>\n
AGENT’S PAYMENT OFFICE:<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION
\nABA No. 1210-0035-8
\n1850 Gateway Boulevard, Fourth Floor
\nConcord, California 94520
\nAccount No.: 12330-15113
\nReference: Willamette Industries
\nAttention: Agency Management Services #5596<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION,
\n as a Bank<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION
\n1850 Gateway Boulevard, Fourth Floor
\nConcord, California 94520
\nAttention: Ms. Terry Peach
\n Telephone: (510) 675-7350
\n Facsimile: (510) 675-7531<\/p>\n
All other notices:<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION
\nCredit Products #3838
\n555 California Street, 41st Floor
\nSan Francisco, California 94104
\nAttention: Mr. Michael J. Balok, Managing Director
\n Telephone: (415) 622-2018
\n Facsimile: (415) 622-4585<\/p>\n
ABN AMRO BANK N.V.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
ABN AMRO BANK, N.V.
\nSeattle Branch
\nOne Union Square
\n600 University Street
\nSuite 2323
\nSeattle, WA 98101-2070
\nAttention: Ms. Suzanne Smith
\n Telephone: (206) 587-0281
\n Facsimile: (206) 682-5641 <\/p>\n
All other notices:<\/p>\n
ABN AMRO BANK, N.V.
\nSeattle Branch
\nOne Union Square
\n600 University Street
\nSuite 2323
\nSeattle, WA 98101-2070
\nAttention: Mr. Jim Rice, Vice President
\n Telephone: (206) 587-2360
\n Facsimile: (206) 682-5641<\/p>\n
MORGAN GUARANTY TRUST COMPANY OF NEW YORK<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
\nc\/o J.P. Morgan Services Inc.
\n500 Stanton Christiana Road
\nNewark, DE 19713
\nAttention: Ms. Debra Jones
\n Telephone: (302) 634-1940
\n Facsimile: (302) 634-1091<\/p>\n
All other notices:<\/p>\n
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
\n20\/60 Wall Street
\nNew York, NY 10260-0060
\nAttention: Mr. David Ellis, Vice President
\n Telephone: (212) 648-7638
\n Facsimile: (212) 648-5014<\/p>\n
NATIONSBANK, N.A.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
NATIONSBANK, N.A.
\n101 North Tryon Street, 15th Floor
\nCharlotte, NC 20255
\nAttention: Ms. Karen Withrow
\n Telephone: (704) 388-1114
\n Facsimile: (704) 386-8694<\/p>\n
All other notices:<\/p>\n
NATIONSBANK, N.A.
\n100 North Tryon Street, 8th Floor
\nCharlotte, NC 28255
\nAttention: Mr. Michael Short, Vice President
\n Telephone: (704) 386-6274
\n Facsimile: (704) 386-3271<\/p>\n
WACHOVIA BANK OF GEORGIA, N.A.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
WACHOVIA BANK OF GEORGIA, N.A.
\n191 Peachtree Street, N.E.
\n28th Floor
\nAtlanta, GA 30303
\nAttention: Mr. William F. Hamlet
\n Telephone: (404) 332-5570
\n Facsimile: (404) 332-6898<\/p>\n
All other notices:<\/p>\n
WACHOVIA BANK OF GEORGIA, N.A.
\n191 Peachtree Street, N.E.
\n28th Floor
\nAtlanta, GA 30303
\nAttention: Mr. William F. Hamlet
\n Telephone: (404) 332-5570
\n Facsimile: (404) 332-6898<\/p>\n
DEUTSCHE BANK AG<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
DEUTSCHE BANK AG
\nLos Angeles Branch and\/or
\nCayman Islands Branch
\n550 South Hope Street
\nSuite 1850
\nLos Angeles, CA 90071
\nAttention: Ms. Anne Norwood
\n Telephone: (213) 630-7682
\n Facsimile: (213) 630-3436<\/p>\n
All other notices:<\/p>\n
DEUTSCHE BANK AG
\nLos Angeles Branch
\n550 South Hope Street
\nSuite 1850
\nLos Angeles, CA 90071
\nAttention: Mr. Ron Moore
\n Director
\n Telephone: (213) 630-7690
\n Facsimile: (213) 630-3436<\/p>\n
FIRST INTERSTATE BANK OF OREGON, N.A.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
FIRST INTERSTATE BANK OF OREGON, N.A.
\nP.O. Box 3330
\nPortland, OR 92708
\nAttention: Ms. Yolanda Alfonso
\n Telephone: (503) 614-6459
\n Facsimile: (503) 614-5878<\/p>\n
All other notices:<\/p>\n
FIRST INTERSTATE BANK OF OREGON, N.A.
\n1300 S.W. Fifth Avenue
\nMail Code T-19
\nPortland, OR 97201
\nAttention: Mr. Daniel S. Park
\n Vice President and Senior Relationship Manager
\n Telephone: (503) 220-4859
\n Facsimile: (503) 220-4896<\/p>\n
MELLON BANK, N.A.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
MELLON BANK, N.A.
\n3 Mellon Bank Center, Room 2304
\nPittsburgh, PA 15259
\nAttention: Mr. Damon Carr
\n Telephone: (412) 234-1872
\n Facsimile: (412) 234-5049<\/p>\n
All other notices:<\/p>\n
MELLON BANK, N.A.
\n300 South Grand Avenue
\nSuite 3800
\nLos Angeles, CA 90071
\nAttention: Ms. Susan Dalton, Vice President
\n Telephone: (213) 680-7352
\n Facsimile: (213) 626-3745<\/p>\n
PNC BANK, NATIONAL ASSOCIATION<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
PNC BANK, NATIONAL ASSOCIATION, Pittsburgh, Pennsylvania
\nc\/o Los Angeles Loan Production Office
\n55 South Lake Avenue
\nSuite 650
\nPasadena, CA 91101
\nAttention: Ms. Pam Fox
\n Telephone: (818) 568-8950
\n Facsimile: (818) 568-0653<\/p>\n
All other notices:<\/p>\n
PNC BANK, NATIONAL ASSOCIATION
\n55 South Lake Avenue
\nSuite 650
\nPasadena, CA 91101
\nAttention: Mr. John Heskett
\n Assistant Vice President
\n Telephone: (818) 568-9138
\n Facsimile: (818) 568-0653<\/p>\n
ROYAL BANK OF CANADA<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
ROYAL BANK OF CANADA
\nGrand Cayman (North America No. 1) Branch
\nc\/o New York Branch
\nFinancial Square, 23rd Floor
\nNew York, New York 10005-3531
\nAttention: Ms. Linda Smith, Loans Administration
\n Telephone: (212) 428-6323
\n Facsimile: (212) 428-2372<\/p>\n
All other notices:<\/p>\n
ROYAL BANK OF CANADA
\nGrand Cayman (North America No. 1) Branch
\nc\/o New York Branch
\nFinancial Square, 23rd Floor
\nNew York, New York 10005-3531
\nAttention: Manager, Credit Administration
\n Telephone: (212) 428-6311
\n Facsimile: (212) 428-2372<\/p>\n
With a copy to:<\/p>\n
ROYAL BANK OF CANADA
\n600 Wilshire Boulevard
\nSuite 800
\nLos Angeles, CA 90017
\nAttention: Mr. Brian Dixon
\n Senior Manager
\n Telephone: (213) 955-5316
\n Facsimile: (213) 955-5350<\/p>\n
TORONTO DOMINION (TEXAS), INC.<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
TORONTO DOMINION (TEXAS), INC.
\n909 Fannin Street
\nHouston, Texas 77010
\nAttention: Mr. David G. Parker
\n Telephone: (713) 653-8248
\n Facsimile: (713) 951-9921<\/p>\n
All other notices:<\/p>\n
TORONTO DOMINION (TEXAS), INC.
\n31 West 52nd Street
\n18th Floor
\nNew York, NY 10019
\nAttention: Mr. Carlton Higbie
\n Telephone: (212) 468-0493
\n Facsimile: (212) 397-4135<\/p>\n
THE BANK OF NEW YORK<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
THE BANK OF NEW YORK
\n1 Wall Street, 22nd Floor
\nNew York, NY 10286
\nAttention: Sandra Morgan\/Dawn Hertling
\n Telephone: (212) 635-6743\/6742
\n Facsimile: (212) 635-6877\/6399<\/p>\n
All other notices:<\/p>\n
THE BANK OF NEW YORK
\n10990 Wilshire Boulevard
\nSuite 1125
\nLos Angeles, CA 90024
\nAttention: Mr. Robert Louk
\n Vice President
\n Telephone: (310) 996-8663
\n Facsimile: (310) 996-8667<\/p>\n
THE BANK OF NOVA SCOTIA<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
THE BANK OF NOVA SCOTIA, Portland, Oregon
\nc\/o The Bank of Nova Scotia
\n600 Peachtree Street N.E.
\nSuite 2700
\nAtlanta, GA 30308
\nAttention: Mr. Craig Subryan
\n Telephone: (404) 877-1563
\n Facsimile: (404) 888-8998<\/p>\n
All other notices:<\/p>\n
THE BANK OF NOVA SCOTIA
\n888 S.W. Fifth Avenue
\nSuite 750
\nPortland, OR 97204-2078
\nAttention: Mr. Daryl Hogge
\n Telephone: (503) 222-4169
\n Facsimile: (503) 222-5502<\/p>\n
BANQUE PARIBAS<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
BANQUE PARIBAS
\n2029 Century Park East, Suite 3900
\nLos Angeles, CA 90067
\nAttention: Ms. Shirley Williams
\n Telephone: (310) 551-7360
\n Facsimile: (310) 553-1504<\/p>\n
All other notices:<\/p>\n
BANQUE PARIBAS
\n2029 Century Park East, Suite 3900
\nLos Angeles, CA 90067
\nAttention: Ms. Lynne Lueders
\n Telephone: (310) 551-7319
\n Facsimile: (310) 556-8759<\/p>\n
CREDIT LYONNAIS<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
CREDIT LYONNAIS
\nNew York Branch
\n1301 Avenue of the Americas
\nNew York, NY 10019
\nAttention: Ms. Kathy Daniele
\n Telephone: (212) 261-7341
\n Facsimile: (212) 459-3179<\/p>\n
All other notices:<\/p>\n
CREDIT LYONNAIS
\nNew York Branch
\n1301 Avenue of the Americas
\nNew York, NY 10019
\nAttention: Mr. Rod Hurst
\n Vice President
\n Telephone: (212) 261-7362
\n Facsimile: (212) 459-3179<\/p>\n
THE INDUSTRIAL BANK OF JAPAN, LIMITED<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
THE INDUSTRIAL BANK OF JAPAN, LIMITED
\nSan Francisco Agency
\n555 California Street
\nSuite 3110
\nSan Francisco, CA 94104
\nAttention: Ms. Jeanette O’Donnell
\n Telephone: (415) 693-1831
\n Facsimile: (415) 982-1917<\/p>\n
All other notices:<\/p>\n
THE INDUSTRIAL BANK OF JAPAN, LIMITED
\nSan Francisco Agency
\n555 California Street
\nSuite 3110
\nSan Francisco, CA 94104
\nAttention: Mr. Clifford White, Vice President
\n Telephone: (415) 693-1823
\n Facsimile: (415) 982-1917<\/p>\n
THE NORTHERN TRUST COMPANY<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
THE NORTHERN TRUST COMPANY
\n50 South LaSalle Street
\nChicago, IL 60675
\nAttention: Ms. Linda Honda
\n Telephone: (312) 444-3532
\n Facsimile: (312) 630-1566<\/p>\n
All other notices:<\/p>\n
THE NORTHERN TRUST COMPANY
\n50 South LaSalle Street
\nChicago, IL 60675
\nAttention: Mr. John D. Fumagalli
\n Vice President
\n Telephone: (312) 444-5048
\n Facsimile: (312) 444-5055<\/p>\n
COOPERATIEVE CENTRALE RAIFFEISEN-
\nBOERENLEENBANK B.A., “RABOBANK NEDERLAND”<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
RABOBANK NEDERLAND
\n245 Park Avenue
\nNew York, NY 10167
\nAttention: Ms. Annette Brown
\n Telephone: (212) 916-3702
\n Facsimile: (212) 916-7930<\/p>\n
All other notices:<\/p>\n
RABOBANK NEDERLAND
\nThree Embarcadero Center
\nSuite 930
\nSan Francisco, CA 94111-4057
\nAttention: Mr. John J. McHugh
\n Telephone: (415) 986-4258
\n Facsimile: (415) 986-8349<\/p>\n
THE SANWA BANK, LIMITED<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
THE SANWA BANK, LIMITED
\n601 South Figueroa Street
\nMail Code W5-4
\nLos Angeles, CA 90017
\nAttention: Mr. Washington A. Boza
\n Telephone: (213) 896-7434
\n Facsimile: (213) 623-4912<\/p>\n
All other notices:<\/p>\n
THE SANWA BANK, LIMITED
\n601 South Figueroa Street
\nMail Code W5-4
\nLos Angeles, CA 90017
\nAttention: Mr. Steve Yamada
\n Vice President
\n Telephone: (213) 986-7547
\n Facsimile: (213) 623-4912<\/p>\n
SOCIETE GENERALE<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
SOCIETE GENERALE
\n2029 Century Park East, Suite 2900
\nLos Angeles, CA 90067
\nAttention: Tulinh Wu
\n Telephone: (310) 788-7117
\n Facsimile: (310) 203-0539<\/p>\n
All other notices:<\/p>\n
SOCIETE GENERALE
\nOne Montgomery Street
\nSuite 3220
\nSan Francisco, CA 94104
\nAttention: Mr. Alec Neville
\n Telephone: (415) 433-8400
\n Facsimile: (415) 989-9922<\/p>\n
UNITED STATES NATIONAL BANK OF OREGON<\/p>\n
Domestic and Offshore Lending Office
\n(Borrowing notices, Notices of
\nConversion\/Continuation, and Payments):<\/p>\n
UNITED STATES NATIONAL BANK OF OREGON
\n555 S.W. Oak Street
\nSuite 400
\nPortland, OR 97204
\nAttention: Ms. Loretta Frazier
\n Telephone: (503) 275-6558
\n Facsimile: (503) 275-4600<\/p>\n
All other notices:<\/p>\n
UNITED STATES NATIONAL BANK OF OREGON
\n555 S.W. Oak Street
\nSuite 400
\nPortland, OR 97204
\nAttention: Ms. Janice T. Thede
\n Vice President
\n Telephone: (503) 275-4942
\n Facsimile: (503) 275-5428<\/p>\n
EXHIBIT A<\/p>\n
FORM OF NOTICE OF BORROWING<\/p>\n
Date: ______________<\/p>\n
To: Bank of America National Trust and Savings Association, as Agent<\/p>\n
Ladies and Gentlemen:<\/p>\n
The undersigned, Willamette Industries, Inc. (the “Company”), refers to
\nthe Credit Agreement, dated as of May 10, 1996 (as extended, renewed, amended
\nor restated from time to time, the “Credit Agreement”), among the Company, the
\nseveral financial institutions from time to time party thereto (the “Banks”),
\nthe Co-Agents party thereto, and Bank of America National Trust and Savings
\nAssociation, as Agent (the “Agent”), the terms defined therein being used
\nherein as therein defined, and hereby gives you notice irrevocably, pursuant
\nto Section 2.03 of the Credit Agreement, of the Committed Borrowing specified
\nbelow:<\/p>\n
1. The Business Day of the proposed Committed Borrowing is
\n _______________.<\/p>\n
2. The Committed Borrowing is in respect of [$________ of Term
\n Loans [and $______ of Revolving Loans]]1 [Revolving Loans].<\/p>\n
3. The aggregate amount of the proposed Committed Borrowing is
\n $_____________________.<\/p>\n
4. The Committed Borrowing is to be comprised of $___________ of
\n [Base Rate Committed Loans] [Offshore Rate Committed Loans].<\/p>\n
[5. The duration of the Interest Period for the Offshore Rate
\n Committed Loans included in the Committed Borrowing shall be _____
\n months.]<\/p>\n
The undersigned hereby certifies that the following statements are true
\non the date hereof, and will be true on the date of the proposed Committed
\nBorrowing, before and after giving effect thereto and to the application of
\nthe proceeds therefrom:<\/p>\n
(a) the representations and warranties of the Company contained
\n in Article V of the Credit Agreement are true and correct as though made
\n on and as of such date, except to the extent such representations and
\n warranties expressly refer to an earlier date, in which case they are
\n true and correct as of such date, and except that this notice shall be
\n deemed instead to refer to the last day of the most recent year for
\n which financial statements have then been delivered in respect of the
\n representation and warranty made in Section 5.11(a) of the Credit
\n Agreement;<\/p>\n
(b) no Default or Event of Default has occurred and is
\n continuing, or would result from such proposed Borrowing; <\/p>\n
(c) there has occurred since the end of the most recent fiscal
\n year of the Company no event or circumstance that has resulted or could
\n reasonably be expected to result in a Material Adverse Effect; and<\/p>\n
(d) the Company’s Debt Ratings are as follows: .<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title:
\n– ———————————
\n1) Closing Date only.<\/p>\n
EXHIBIT B<\/p>\n
FORM OF NOTICE OF CONVERSION\/CONTINUATION<\/p>\n
Date: _______________<\/p>\n
To: Bank of America National Trust and Savings Association, as Agent<\/p>\n
Ladies and Gentlemen:<\/p>\n
The undersigned, Willamette Industries, Inc. (the “Company”), refers to
\nthe Credit Agreement, dated as of May 10, 1996 (as extended, renewed, amended
\nor restated from time to time, the “Credit Agreement”), among the Company, the
\nseveral financial institutions from time to time party thereto (the “Banks”),
\nthe Co-Agents party thereto, and Bank of America National Trust and Savings
\nAssociation, as Agent (the “Agent”), the terms defined therein being used
\nherein as therein defined, and hereby gives you notice irrevocably, pursuant
\nto Section 2.04 of the Credit Agreement, of the [conversion] [continuation] of
\nLoans specified below:<\/p>\n
1. The Conversion\/Continuation Date is ______________.<\/p>\n
2. The aggregate amount of the Committed Loans to be [converted]
\n [continued] is $_______________.<\/p>\n
3. The Loans are to be [converted into] [continued as] [Offshore
\n Rate Committed Loans] [Base Rate Committed Loans].<\/p>\n
[4. The duration of the Interest Period for the Offshore Rate
\n Committed Loans included in the [conversion] [continuation] shall be ___
\n months.]<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
EXHIBIT C<\/p>\n
FORM OF COMPLIANCE CERTIFICATE<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
Financial Statements Date: ______________<\/p>\n
Reference is made to that certain Credit Agreement dated as of May 10,
\n1996 (as extended, renewed, amended or restated from time to time, the “Credit
\nAgreement”), among Willamette Industries, Inc. (the “Company”), the several
\nfinancial institutions from time to time party thereto, (the “Banks”), the Co-
\nAgents party thereto and Bank of America National Trust and Savings
\nAssociation, as Agent (in such capacity, the “Agent”). Unless otherwise
\ndefined herein, capitalized terms used herein have the respective meanings
\nassigned to them in the Credit Agreement.<\/p>\n
The undersigned Responsible Officer of the Company hereby certifies as
\nof the date hereof that he\/she is the [Chief Financial Officer] [Corporate
\nController] [Treasurer] of the Company, and that, as such, he\/she is
\nauthorized to execute and deliver this Certificate to the Banks and the Agent
\non the behalf of the Company and its consolidated Subsidiaries, and that:<\/p>\n
[Use the following paragraph if this Certificate is delivered in connection
\nwith the financial statements required by subsection 6.01(a) of the Credit
\nAgreement.]<\/p>\n
1. Attached hereto are true and correct copies of the audited
\nconsolidated balance sheet of the Company and its Subsidiaries as at the end
\nof the fiscal year ended _______________ and the related consolidated
\nstatements of income or operations, shareholders’ equity and cash flows for
\nsuch year, setting forth in each case in comparative form the figures for the
\nprevious fiscal year, accompanied by the opinion of the Independent Auditor,
\nwhich opinion (a) states that such consolidated financial statements present
\nfairly the financial position for the periods indicated in conformity with
\nGAAP applied on a basis consistent with prior years and (b) is not qualified
\nor limited because of a restricted or limited examination by the Independent
\nAuditor of any material portion of the Company’s or any Subsidiary’s records.<\/p>\n
or<\/p>\n
[Use the following paragraph if this Certificate is delivered in connection
\nwith the financial statements required by subsection 6.01(b) of the Credit
\nAgreement.]<\/p>\n
1. Attached hereto are true and correct copies of the unaudited
\nconsolidated balance sheet of the Company and its Subsidiaries as of the end
\nof the fiscal quarter ended _____________ and the related consolidated
\nstatements of income, shareholders’ equity and cash flows for the period
\ncommencing on the first day and ending on the last day of such quarter, which
\nfairly present, in accordance with GAAP (subject to ordinary, good faith year-
\nend audit adjustments), the financial position, the results of operations and
\nthe cash flows of the Company and the Subsidiaries.<\/p>\n
2. The undersigned has reviewed and is familiar with the terms of the
\nCredit Agreement and has made, or has caused to be made under his\/her
\nsupervision, a detailed review of the transactions and conditions (financial
\nor otherwise) of the Company during the accounting period covered by the
\nattached financial statements.<\/p>\n
3. The Company, during such period, has observed, performed or
\nsatisfied all of its covenants and other agreements, and satisfied every
\ncondition in the Credit Agreement to be observed, performed or satisfied by
\nthe Company, and the undersigned has no knowledge of any Default or Event of
\nDefault.<\/p>\n
4. The representations and warranties of the Company contained in
\nArticle V of the Credit Agreement are true and correct as though made on and
\nas of the date hereof (except to the extent such representations and
\nwarranties relate to an earlier date, in which case they shall be true and
\ncorrect as of such date; and except that this notice shall be deemed instead
\nto refer to the last day of the most recent year for which financial
\nstatements have then been delivered in respect of the representation and
\nwarranty made in Section 5.11(a) of the Credit Agreement).<\/p>\n
5. The following financial covenant analyses and information set forth
\non Schedule 1 attached hereto are true and accurate on and as of the date of
\nthis Certificate.<\/p>\n
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
\n______________.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
SCHEDULE 1
\n to the Compliance Certificate<\/p>\n
Dated _ _ _ _ _ _ _ _ _ _ _ _ \/ For the fiscal [quarter] [year] ended
\n_ _ _ _ _ _ _ _ _ _.<\/p>\n
Section 7.06–Interest Required\/
\n Coverage Ratio Actual Permitted<\/p>\n
(A) Consolidated EBITDA minus [to be
\n Capital Expenditures: calculated
\n on a rolling
\n four quarter
\n basis]<\/p>\n
(1) Consolidated EBITDA
\n calculation:<\/p>\n
consolidated net income $<\/p>\n
plus Consolidated $
\n Interest Expense<\/p>\n
plus income taxes $<\/p>\n
plus depreciation, $
\n amortization and other
\n non-cash expenses<\/p>\n
Consolidated EBITDA $<\/p>\n
(2) Capital Expenditures $
\n (other than Excluded
\n Capital Expenditures
\n referred to in the
\n definition thereof)<\/p>\n
(1) minus (2) $<\/p>\n
(B) Consolidated Gross $
\n Interest Expense<\/p>\n
Ratio of (A) Not less
\n to (B) than 1.50 to
\n 1.0<\/p>\n
Section 7.07–Maximum Funded Required\/
\n Debt to Capitalization Actual Permitted<\/p>\n
(A) Consolidated Funded Debt $ [to be
\n calculated
\n as of the
\n end of each
\n fiscal
\n quarter]<\/p>\n
(B) Capitalization
\n (Consolidated Funded Debt
\n plus Net Worth)<\/p>\n
1.
\n (1) Consolidated Funded Debt $<\/p>\n
(2) Net Worth $<\/p>\n
(1) plus (2) $<\/p>\n
(A) as a percentage of (B) % [maximum of
\n 60% through
\n March 31,
\n 1997 (or, if
\n earlier,
\n date of
\n repayment of
\n all Term
\n Loans), and
\n maximum of
\n 55%
\n thereafter]<\/p>\n
EXHIBIT E<\/p>\n
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT<\/p>\n
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and
\nAcceptance”) dated as of _____________ is made between __________________ (the
\n“Assignor”) and ________________ (the “Assignee”).<\/p>\n
RECITALS<\/p>\n
WHEREAS, the Assignor is party to that certain Credit Agreement dated as
\nof May 10, 1996 (as amended, restated, modified, supplemented or renewed, the
\n“Credit Agreement”), among Willamette Industries, Inc. (the “Company”), the
\nseveral financial institutions from time to time party thereto (including the
\nAssignor, the “Banks”), the Co-Agents party thereto, and Bank of America
\nNational Trust and Savings Association, as agent for the Banks (the “Agent”).
\nAny terms defined in the Credit Agreement and not defined in this Assignment
\nand Acceptance are used herein as defined in the Credit Agreement;<\/p>\n
WHEREAS, as provided under the Credit Agreement, the Assignor has
\ncommitted to making Revolving Loans to the Company in an aggregate amount not
\nto exceed $__________ (the “Revolving Commitment”);<\/p>\n
WHEREAS, [the Assignor has made Loans in the aggregate principal amount
\nof $__________ to the Company] [no Loans are outstanding under the Credit
\nAgreement]; and<\/p>\n
WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
\n[all] rights and obligations of the Assignor under the Credit Agreement in
\nrespect of its Revolving Commitment, [together with a corresponding portion of
\neach of its outstanding Loans], in an amount equal to $__________ (the
\n“Assigned Amount”), on the terms and subject to the conditions set forth
\nherein and the Assignee wishes to accept assignment of such rights and to
\nassume such obligations from the Assignor on such terms and subject to such
\nconditions.<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and the mutual
\nagreements contained herein, the parties hereto agree as follows:<\/p>\n
1. Assignment and Acceptance.<\/p>\n
(a) Subject to the terms and conditions of this Assignment and
\nAcceptance, (i) the Assignor hereby sells, transfers and assigns to the
\nAssignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
\nthe Assignor, without recourse and without representation or warranty (except
\nas provided in this Assignment and Acceptance) ___% (the “Assignee’s
\nPercentage Share”) of (A) the Revolving Commitment [and the Loans] of the
\nAssignor and (B) all related rights, benefits, obligations, liabilities and
\nindemnities of the Assignor under and in connection with the Credit Agreement
\nand the Loan Documents.<\/p>\n
(b) With effect on and after the Effective Date (as defined in
\nSection 5 hereof), the Assignee shall be a party to the Credit Agreement and
\nsucceed to all of the rights and be obligated to perform all of the
\nobligations of a Bank under the Credit Agreement, including the requirements
\nconcerning confidentiality and the payment of indemnification, with a
\nCommitment in an amount equal to the Assigned Amount. The Assignee agrees
\nthat it will perform in accordance with their terms all of the obligations
\nwhich by the terms of the Credit Agreement are required to be performed by it
\nas a Bank. It is the intent of the parties hereto that the Revolving
\nCommitment of the Assignor shall, as of the Effective Date, be reduced by an
\namount equal to the Assigned Amount and the Assignor shall relinquish its
\nrights and be released from its obligations under the Credit Agreement to the
\nextent such obligations have been assumed by the Assignee; provided, however,
\nthat the Assignor shall not relinquish its rights under Article III or
\nSections 10.04 and 10.05 of the Credit Agreement to the extent such rights
\nrelate to the time prior to the Effective Date.<\/p>\n
(c) After giving effect to the assignment and assumption set
\nforth herein, on the Effective Date the Assignee’s Revolving Commitment will
\nbe $__________.<\/p>\n
(d) After giving effect to the assignment and assumption set
\nforth herein, on the Effective Date the Assignor’s Revolving Commitment will
\nbe $__________.<\/p>\n
2. Payments.<\/p>\n
(a) As consideration for the sale, assignment and transfer
\ncontemplated in Section 1 hereof, the Assignee shall pay to the Assignor on
\nthe Effective Date in immediately available funds an amount equal to
\n$__________, representing the Assignee’s Percentage Share of the principal
\namount of all Loans previously made by the Assignor to the Company under the
\nCredit Agreement and outstanding on the Effective Date.<\/p>\n
(b) The [Assignor] [Assignee] further agrees to pay to the Agent
\na processing fee in the amount specified in Section 10.08 of the Credit
\nAgreement.<\/p>\n
3. Reallocation of Payments. Any interest, fees and other payments
\naccrued to the Effective Date with respect to the Revolving Commitment [and
\nLoans] shall be for the account of the Assignor. Any interest, fees and other
\npayments accrued on and after the Effective Date with respect to the Assigned
\nAmount shall be for the account of the Assignee. Each of the Assignor and the
\nAssignee agrees that it will hold in trust for the other party any interest,
\nfees and other amounts which it may receive to which the other party is
\nentitled pursuant to the preceding sentence and pay to the other party any
\nsuch amounts which it may receive promptly upon receipt.<\/p>\n
4. Independent Credit Decision. The Assignee: (a) acknowledges that it
\nhas received a copy of the Credit Agreement and the Schedules and Exhibits
\nthereto, together with copies of the most recent financial statements referred
\nto in Section 5.11 or Section 6.01 of the Credit Agreement, and such other
\ndocuments and information as it has deemed appropriate to make its own credit
\nand legal analysis and decision to enter into this Assignment and Acceptance;
\nand (b) agrees that it will, independently and without reliance upon the
\nAssignor, the Agent or any other Bank and based on such documents and
\ninformation as it shall deem appropriate at the time, continue to make its own
\ncredit and legal decisions in taking or not taking action under the Credit
\nAgreement.<\/p>\n
5. Effective Date; Notices.<\/p>\n
(a) As between the Assignor and the Assignee, the effective date
\nfor this Assignment and Acceptance shall be ______________ (the “Effective
\nDate”); provided that the following conditions precedent have been satisfied
\non or before the Effective Date:<\/p>\n
(i) this Assignment and Acceptance shall be executed and
\n delivered by the Assignor and the Assignee;<\/p>\n
(ii) any consent of the Company and the Agent required for
\n an effective assignment of the Assigned Amount by the Assignor to the
\n Assignee under Section 10.08 of the Credit Agreement shall have been
\n duly obtained and shall be in full force and effect as of the Effective
\n Date;<\/p>\n
(iii) the Assignee shall pay to the Assignor all amounts
\n due to the Assignor under this Assignment and Acceptance;<\/p>\n
(iv) the processing fee referred to in Section 2(b) hereof
\n and in Section 10.08 of the Credit Agreement shall have been paid to the
\n Agent; and<\/p>\n
(v) the Assignor and Assignee shall have complied with the
\n other requirements of Section 10.08 of the Credit Agreement and with the
\n requirements of Sections 9.10 and 10.10 of the Credit Agreement (in each
\n case to the extent applicable).<\/p>\n
(b) Promptly following the execution of this Assignment and
\nAcceptance, the Assignor shall deliver to the Company and the Agent for
\nacknowledgement by the Agent, a Notice of Assignment substantially in the form
\nattached hereto as Schedule 1.<\/p>\n
6. Agent. The Assignee hereby appoints and authorizes the Assignor to
\ntake such action as agent on its behalf and to exercise such powers under the
\nCredit Agreement as are delegated to the Agent by the Banks pursuant to the
\nterms of the Credit Agreement. [The Assignee shall assume no duties or
\nobligations held by the Assignor in its capacity as Agent under the Credit
\nAgreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT]<\/p>\n
7. Withholding Tax. The Assignee (a) represents and warrants to the
\nBank, the Agent and the Company that under applicable law and treaties no tax
\nwill be required to be withheld by the Bank with respect to any payments to be
\nmade to the Assignee hereunder, and (b) agrees to furnish (if it is organized
\nunder the laws of any jurisdiction other than the United States or any State
\nthereof) to the Agent and the Company prior to the time that the Agent or
\nCompany is required to make any payment of interest or fees hereunder,
\nduplicate executed originals of either U.S. Internal Revenue Service Form 4224
\nor U.S. Internal Revenue Service Form 1001 (wherein the Assignee claims
\nentitlement to the benefits of a tax treaty that provides for a complete
\nexemption from U.S. federal income withholding tax on all payments hereunder)
\nand agrees to provide new Forms 4224 or 1001 upon the expiration of any
\npreviously delivered form or comparable statements in accordance with
\napplicable U.S. law and regulations and amendments thereto, duly executed and
\ncompleted by the Assignee, as and when required under the Credit Agreement.<\/p>\n
8. Representations and Warranties.<\/p>\n
(a) The Assignor represents and warrants that (i) it is the legal
\nand beneficial owner of the interest being assigned by it hereunder and that
\nsuch interest is free and clear of any Lien or other adverse claim; (ii) it is
\nduly organized and existing and it has the full power and authority to take,
\nand has taken, all action necessary to execute and deliver this Assignment and
\nAcceptance and any other documents required or permitted to be executed or
\ndelivered by it in connection with this Assignment and Acceptance and to
\nfulfill its obligations hereunder; (iii) no notices to, or consents,
\nauthorizations or approvals of, any Person are required (other than those
\nreferred to in Section 5(a)(ii) hereof and any already given or obtained) for
\nits due execution, delivery and performance of this Assignment and Acceptance,
\nand apart from any agreements or undertakings or filings required by the
\nCredit Agreement, no further action by, or notice to, or filing with, any
\nPerson is required of it for such execution, delivery or performance; and
\n(iv) this Assignment and Acceptance has been duly executed and delivered by it
\nand constitutes the legal, valid and binding obligation of the Assignor,
\nenforceable against the Assignor in accordance with the terms hereof, subject,
\nas to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
\nother laws of general application relating to or affecting creditors’ rights
\nand to general equitable principles.<\/p>\n
(b) The Assignor makes no representation or warranty and assumes
\nno responsibility with respect to any statements, warranties or
\nrepresentations made in or in connection with the Credit Agreement or the
\nexecution, legality, validity, enforceability, genuineness, sufficiency or
\nvalue of the Credit Agreement or any other instrument or document furnished
\npursuant thereto. The Assignor makes no representation or warranty in
\nconnection with, and assumes no responsibility with respect to, the solvency,
\nfinancial condition or statements of the Company, or the performance or
\nobservance by the Company, of any of its respective obligations under the
\nCredit Agreement or any other instrument or document furnished in connection
\ntherewith.<\/p>\n
(c) The Assignee represents and warrants that (i) it is duly
\norganized and existing and it has full power and authority to take, and has
\ntaken, all action necessary to execute and deliver this Assignment and
\nAcceptance and any other documents required or permitted to be executed or
\ndelivered by it in connection with this Assignment and Acceptance, and to
\nfulfill its obligations hereunder; (ii) no notices to, or consents,
\nauthorizations or approvals of, any Person are required (other than those
\nreferred to in Section 5(a)(ii) hereof and any already given or obtained) for
\nits due execution, delivery and performance of this Assignment and Acceptance;
\nand apart from any agreements or undertakings or filings required by the
\nCredit Agreement, no further action by, or notice to, or filing with, any
\nPerson is required of it for such execution, delivery or performance;
\n(iii) this Assignment and Acceptance has been duly executed and delivered by
\nit and constitutes the legal, valid and binding obligation of the Assignee,
\nenforceable against the Assignee in accordance with the terms hereof, subject,
\nas to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
\nother laws of general application relating to or affecting creditors’ rights
\nand to general equitable principles; and (iv) it is an Eligible Assignee.<\/p>\n
9. Further Assurances. The Assignor and the Assignee each hereby
\nagrees to execute and deliver such other instruments, and take such other
\naction, as either party may reasonably request in connection with the
\ntransactions contemplated by this Assignment and Acceptance, including the
\ndelivery of any notices or other documents or instruments to the Company or
\nthe Agent, which may be required in connection with the assignment and
\nassumption contemplated hereby.<\/p>\n
10. Miscellaneous.<\/p>\n
(a) Any amendment or waiver of any provision of this Assignment
\nand Acceptance shall be in writing and signed by the parties hereto. No
\nfailure or delay by either party hereto in exercising any right, power or
\nprivilege hereunder shall operate as a waiver thereof and any waiver of any
\nbreach of the provisions of this Assignment and Acceptance shall be without
\nprejudice to any rights with respect to any other or further breach thereof.<\/p>\n
(b) All payments made hereunder shall be made without any set-off
\nor counterclaim.<\/p>\n
(c) The Assignor and the Assignee shall each pay its own costs
\nand expenses incurred in connection with the negotiation, preparation,
\nexecution and performance of this Assignment and Acceptance.<\/p>\n
(d) This Assignment and Acceptance may be executed in any number
\nof counterparts and all of such counterparts taken together shall be deemed to
\nconstitute one and the same instrument.<\/p>\n
(e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
\nCONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA. THE ASSIGNOR
\nAND THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
\nANY STATE OR FEDERAL COURT SITTING IN CALIFORNIA OVER ANY SUIT, ACTION OR
\nPROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE AND
\nIRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
\nBE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR FEDERAL COURT. EACH PARTY
\nTO THIS ASSIGNMENT AND ACCEPTANCE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
\nEXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
\nLAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
\nNOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
\nJURISDICTION IN RESPECT OF THIS ASSIGNMENT AND ACCEPTANCE OR ANY DOCUMENT
\nRELATED HERETO, AND PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
\nPROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.<\/p>\n
(f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
\nVOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
\nIN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
\nCONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, AND ANY RELATED DOCUMENTS AND
\nAGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
\nPROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER OF THE PARTIES
\nAGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
\nOR OTHERWISE. EACH OF THE PARTIES ALSO AGREES THAT ANY SUCH CLAIM OR CAUSE OF
\nACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.<\/p>\n
[Other provisions to be added as may be negotiated between the Assignor and
\nthe Assignee, provided that such provisions are not inconsistent with the
\nCredit Agreement.]<\/p>\n
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
\nAssignment and Acceptance to be executed and delivered by their duly
\nauthorized officers as of the date first above written.<\/p>\n
[ASSIGNOR]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
[ASSIGNEE]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
SCHEDULE 1
\n to the Assignment and Acceptance Agreement<\/p>\n
Date: ___________________<\/p>\n
Bank of America National Trust
\n and Savings Association,
\n as Agent
\n1455 Market Street, 12th Floor
\nSan Francisco, California 94103
\nAttention: Agency Management Services #5596<\/p>\n
Willamette Industries, Inc.
\n3800 First Interstate Tower
\n1300 S.W. Fifth Avenue
\nPortland, Oregon 97201
\nAttention: ________________<\/p>\n
Ladies and Gentlemen:<\/p>\n
We refer to the Credit Agreement dated as of May 10, 1996 (as amended,
\nrestated, modified, supplemented or renewed from time to time, the “Credit
\nAgreement”) among Willamette Industries, Inc. (the “Company”), the Banks
\nreferred to therein, the Co-Agents referred to therein, and Bank of America
\nNational Trust and Savings Association, as Agent. Terms defined in the Credit
\nAgreement are used herein as therein defined.<\/p>\n
1. We hereby give you notice of[, and request the consent of [the
\nCompany and] the Agent to,] the assignment by ________________________ (the
\n“Assignor”) to ____________________ (the “Assignee”) of ____% of the right,
\ntitle and interest of the Assignor in and to the Credit Agreement (including,
\nwithout limitation, the right, title and interest of the Assignor in and to
\nthe Revolving Commitment of the Assignor and all outstanding Loans made by the
\nAssignor) pursuant to that certain Assignment and Acceptance Agreement, dated
\nas of ___________ (the “Assignment and Acceptance Agreement”) between Assignor
\nand Assignee, a copy of which Assignment and Acceptance Agreement is attached
\nhereto. Before giving effect to such assignment the Assignor’s Revolving
\nCommitment is $___________ and the aggregate principal amount of its
\noutstanding Loans is $____________.<\/p>\n
2. The Assignee agrees that, upon receiving the consent of the
\nCompany and the Agent to such assignment (if applicable) and from and after
\nthe Effective Date (as such term is defined in Section 5 of the Assignment and
\nAcceptance Agreement), the Assignee shall be bound by the terms of the Credit
\nAgreement, with respect to the interest in the Credit Agreement assigned to it
\nas specified above, as fully and to the same extent as if the Assignee were
\nthe Bank originally holding such interest in the Credit Agreement.<\/p>\n
3. The following administrative details apply to the Assignee:<\/p>\n
(A) Domestic Lending Office:<\/p>\n
Assignee name:
\n Address: <\/p>\n
Attention:
\n Telephone: ( )
\n Facsimile: ( ) <\/p>\n
(B) Offshore Lending Office:<\/p>\n
Assignee name:
\n Address: <\/p>\n
Attention:
\n Telephone: ( )
\n Facsimile: ( ) <\/p>\n
(C) Notice Address:<\/p>\n
Assignee name:
\n Address: <\/p>\n
Attention:
\n Telephone: ( )
\n Facsimile: ( ) <\/p>\n
(D) Payment Instructions:<\/p>\n
Account No.:
\n At: <\/p>\n
Reference:
\n Attention: <\/p>\n
This Notice of Assignment may be executed by the Assignor and the
\nAssignee in separate counterparts, each of which when so executed and
\ndelivered shall be deemed to be an original and all of which taken together
\nshall constitute one and the same notice and agreement.<\/p>\n
Adjusted Revolving Commitment:<\/p>\n
[ASSIGNOR]
\n$ <\/p>\n
Adjusted Pro Rata Share:<\/p>\n
_______%<\/p>\n
By: <\/p>\n
Title: <\/p>\n
Revolving Commitment:<\/p>\n
$ <\/p>\n
Pro Rata Share:<\/p>\n
_______%<\/p>\n
[ASSIGNEE]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
[CONSENTED TO this _____ day of___________________:<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By <\/p>\n
Title ]<\/p>\n
ACKNOWLEDGED [AND CONSENTED TO] this ____ day of ________:<\/p>\n
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
\n as Agent<\/p>\n
By: <\/p>\n
Title: <\/p>\n
EXHIBIT F<\/p>\n
INVITATION FOR COMPETITIVE BIDS<\/p>\n
Via Facsimile<\/p>\n
Date: ________________<\/p>\n
TO THE BID LOAN BANKS AND DESIGNATED BIDDERS
\nLISTED ON ANNEX A ATTACHED HERETO<\/p>\n
Ladies and Gentlemen:<\/p>\n
Reference is made to that certain Credit Agreement dated as of May 10,
\n1996 (as extended, renewed, amended or restated from time to time, the “Credit
\nAgreement”), among Willamette Industries, Inc. (the “Company”), the Banks
\nparty thereto (the “Banks”), the Co-Agents party thereto, and Bank of America
\nNational Trust and Savings Association, as Agent (the “Agent”). Capitalized
\nterms used herein have the meanings specified in the Credit Agreement.<\/p>\n
Pursuant to subsection 2.06(b) of the Credit Agreement, you are hereby
\ninvited to submit offers to make Bid Loans to the Company based on the
\nfollowing specifications:<\/p>\n
1. Date of Bid Borrowing: ________________;<\/p>\n
2. Aggregate amount of Bid Borrowing: $___________;<\/p>\n
3. The Bid Loans shall be [LIBOR Bid Loans] [Absolute Rate Bid Loans]
\n[LIBOR Bid Loans and Absolute Rate Bid Loans]; and<\/p>\n
4. Interest Period[s] and requested Interest Payment Dates, if any:
\n[____________________], [________________] and [________________].<\/p>\n
All Competitive Bids must be in the form of Exhibit H to the Credit
\nAgreement and must be received by the Agent no later than 6:30 a.m. (San
\nFrancisco time) on _______________; provided that terms of the offer or offers
\ncontained in any Competitive Bid(s) to be submitted by the Agent (or any
\nAffiliate of the Agent) in the capacity of a Bid Loan Bank or Designated
\nBidder must be notified to the Company not later than 6:15 a.m. (San Francisco
\ntime) on _____________.<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\n AND SAVINGS ASSOCIATION, as Agent<\/p>\n
By: <\/p>\n
Title: <\/p>\n
ANNEX A
\n to the Invitation for Competitive Bids<\/p>\n
List of Bid Loan Banks and Designated Bidders<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
[______________________________]<\/p>\n
Facsimile: (___) ___-____<\/p>\n
EXHIBIT G<\/p>\n
COMPETITIVE BID REQUEST<\/p>\n
Date: _____________<\/p>\n
Bank of America National Trust
\n and Savings Association, as Agent
\n1455 Market Street, 12th Floor
\nSan Francisco, CA 94103
\nAttention: Agency Management Services #5596<\/p>\n
Ladies and Gentlemen:<\/p>\n
Reference is made to the Credit Agreement dated as of May 10, 1996 (as
\nextended, renewed, amended or restated from time to time, the “Credit
\nAgreement”), among Willamette Industries, Inc. (the “Company”), the Banks
\nparty thereto (the “Banks”), the Co-Agents party thereto, and Bank of America
\nNational Trust and Savings Association, as Agent (the “Agent”). Capitalized
\nterms used herein have the meanings specified in the Credit Agreement.<\/p>\n
This is a Competitive Bid Request for Bid Loans pursuant to Section 2.06
\nof the Credit Agreement as follows:<\/p>\n
(i) The Business Day of the proposed Bid Borrowing is ____________.<\/p>\n
(ii) The aggregate amount of the proposed Bid Borrowing is
\n$________________.<\/p>\n
(iii) The proposed Bid Borrowing to be made pursuant to Section 2.06
\nshall be comprised of [LIBOR] [Absolute Rate] [LIBOR and Absolute Rate] Bid
\nLoans.<\/p>\n
(iv) The Interest Period[s] [and Interest Payment Dates] for the Bid
\nLoans comprised in the Bid Borrowing shall be _______________ [,
\n_________________] and [___________________].<\/p>\n
The undersigned hereby certifies that the following statements are true
\non the date hereof, and will be true on the date of the proposed Bid
\nBorrowing, before and after giving effect thereto and to the application of
\nthe proceeds therefrom:<\/p>\n
(a) the representations and warranties of the Company contained
\n in Article V of the Credit Agreement are true and correct as though made
\n on and as of such date, except to the extent such representations and
\n warranties expressly refer to an earlier date, in which case they are
\n true and correct as of such date; and except that this notice shall be
\n deemed instead to refer to the last day of the most recent year for
\n which financial statements have then been delivered in respect of the
\n representation and warranty made in Section 5.11(a) of the Credit
\n Agreement;<\/p>\n
(b) no Default or Event of Default has occurred and is
\n continuing, or would result from such proposed Bid Borrowing; and<\/p>\n
(c) after giving effect to the Bid Borrowing requested hereby:
\n (i) the outstanding aggregate principal amount of all Bid Loans made by
\n all Bid Loan Banks and Designated Bidders, plus the outstanding
\n aggregate principal amount of all Committed Loans made by all Banks,
\n will not exceed the combined Commitments; and (ii) the outstanding
\n aggregate principal amount of all Bid Loans made by all Bid Loan Banks
\n and Designated Bidders, plus the outstanding aggregate principal amount
\n of all Revolving Loans made by all Banks, will not exceed the combined
\n Revolving Commitments.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
EXHIBIT H<\/p>\n
FORM OF COMPETITIVE BID<\/p>\n
Date: ________________
\nBank of America National Trust
\n and Savings Association, as Agent
\n1455 Market Street, 12th Floor
\nSan Francisco, California 94103
\nAttention: Agency Management Services #5596<\/p>\n
Ladies and Gentlemen:<\/p>\n
Reference is made to the Credit Agreement dated as of May 10, 1996 (as
\nextended, renewed, amended or restated from time to time, the “Credit
\nAgreement”) among Willamette Industries, Inc. (the “Company”), the Banks party
\nthereto, and Bank of America National Trust and Savings Association, as Agent
\n(the “Agent”). Capitalized terms used herein have the meanings specified in
\nthe Credit Agreement.<\/p>\n
In response to the Competitive Bid Request of the Company dated
\n___________ and in accordance with subsection 2.06(c)(ii) of the Credit
\nAgreement, the undersigned [Bid Loan Bank] [Designated Bidder] offers to make
\nBid Loan[s] thereunder in the following principal amounts[s], at the following
\ninterest rates and for the following Interest Period[s], with Interest Payment
\nDates as specified by the Company:<\/p>\n
Date of Bid Borrowing: _____________________<\/p>\n
Aggregate Maximum Bid Amount: $________________<\/p>\n
Offer 1 (Maximum Bid Amount: $________________)<\/p>\n
Principal Principal Principal
\nAmount $__________ Amount $__________ Amount $__________<\/p>\n
Interest: Interest: Interest:<\/p>\n
[Absolute [Absolute [Absolute
\nRate __%] Rate __%] Rate __%]<\/p>\n
or or or<\/p>\n
[LIBOR [LIBOR [LIBOR
\nMargin +\/-___%] Margin +\/-___%] Margin +\/-___%]<\/p>\n
Interest Interest Interest
\nPeriod ___________ Period __________ Period __________<\/p>\n
Offer 2 (Maximum Bid Amount: $________________)<\/p>\n
Principal Principal Principal
\nAmount $__________ Amount $__________ Amount $__________<\/p>\n
Interest: Interest: Interest:<\/p>\n
[Absolute [Absolute [Absolute
\nRate __%] Rate __%] Rate __%]<\/p>\n
or or or<\/p>\n
[LIBOR [LIBOR [LIBOR
\nMargin +\/-___%] Margin +\/-___%] Margin +\/-___%]<\/p>\n
Interest Interest Interest
\nPeriod ___________ Period __________ Period __________<\/p>\n
Offer 3 (Maximum Bid Amount: $________________)<\/p>\n
Principal Principal Principal
\nAmount $__________ Amount $__________ Amount $__________<\/p>\n
Interest: Interest: Interest:<\/p>\n
[Absolute [Absolute [Absolute
\nRate __%] Rate __%] Rate __%]<\/p>\n
or or or<\/p>\n
[LIBOR [LIBOR [LIBOR
\nMargin +\/-___%] Margin +\/-___%] Margin +\/-___%]<\/p>\n
Interest Interest Interest
\nPeriod ___________ Period __________ Period __________<\/p>\n
[NAME OF BID LOAN BANK\/
\n DESIGNATED BIDDER]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
EXHIBIT I-1<\/p>\n
FORM OF COMMITTED LOAN NOTE (REVOLVING LOANS)<\/p>\n
U.S. $___________________ Date: _______________<\/p>\n
FOR VALUE RECEIVED, the undersigned, Willamette Industries, Inc., an
\nOregon corporation (the “Company”), hereby promises to pay to the order of
\n_________________________ (the “Bank”) the principal sum of
\n___________________ Dollars ($___________________) or, if less, the aggregate
\nunpaid principal amount of all Revolving Loans made by the Bank to the Company
\npursuant to the Credit Agreement, dated as of May 10, 1996 (as amended,
\nrestated, supplemented or otherwise modified from time to time, the “Credit
\nAgreement”), among the Company, the Bank, the other financial institutions
\nfrom time to time party thereto (the “Banks”), the Co-Agents party thereto and
\nBank of America National Trust and Savings Association, as Agent for the Banks
\n(the “Agent”), on the dates and in the amounts provided in the Credit
\nAgreement. The Company further promises to pay interest on the unpaid
\nprincipal amount of the Revolving Loans evidenced hereby from time to time at
\nthe rates, on the dates, and otherwise as provided in the Credit Agreement.<\/p>\n
The Bank is authorized to endorse the amount of each Revolving Loan, the
\ndate on which each Revolving Loan is made, and each payment of principal with
\nrespect thereto on the schedule annexed hereto and made a part hereof, or on
\ncontinuations thereof which shall be attached hereto and made a part hereof;
\nprovided that any failure to endorse such information on such schedule or
\ncontinuation thereof shall not in any manner affect any obligation of the
\nCompany under the Credit Agreement and this Promissory Note (this “Note”).<\/p>\n
This Note is one of the Committed Loan Notes referred to in, and is
\nentitled to the benefits of, the Credit Agreement, which Credit Agreement,
\namong other things, contains provisions for acceleration of the maturity
\nhereof upon the happening of certain stated events and also for prepayments on
\naccount of principal hereof prior to the maturity hereof upon the terms and
\nconditions therein specified.<\/p>\n
Terms defined in the Credit Agreement are used herein with their defined
\nmeanings therein unless otherwise defined herein.<\/p>\n
This Note shall be governed by, and construed and interpreted in
\naccordance with, the laws of the State of California applicable to contracts
\nmade and to be performed entirely within such State.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
SCHEDULE
\n to Committed Loan Note (Revolving Loans)<\/p>\n
Date Loan Amount of Loan Principal Payment Date Principal
\nDisbursed Paid<\/p>\n
EXHIBIT I-2<\/p>\n
FORM OF COMMITTED LOAN NOTE (TERM LOAN)<\/p>\n
U.S. $___________________ Date: _______________<\/p>\n
FOR VALUE RECEIVED, the undersigned, Willamette Industries, Inc., an
\nOregon corporation (the “Company”), hereby promises to pay to the order of
\n_________________________ (the “Bank”), on May 15, 1998, the principal sum of
\n___________________ Dollars ($___________________) or, if less, the aggregate
\nunpaid principal amount of the Term Loan made by the Bank to the Company
\npursuant to the Credit Agreement, dated as of May 10, 1996 (as amended,
\nrestated, supplemented or otherwise modified from time to time, the “Credit
\nAgreement”), among the Company, the Bank, the other financial institutions
\nfrom time to time party thereto (the “Banks”), the Co-Agents party thereto and
\nBank of America National Trust and Savings Association, as Agent for the Banks
\n(the “Agent”). The Company further promises to pay interest on the unpaid
\nprincipal amount of the Term Loan evidenced hereby from time to time at the
\nrates, on the dates, and otherwise as provided in the Credit Agreement.<\/p>\n
The Bank is authorized to endorse the amount of and the date on which
\nthe Term Loan is made and each payment of principal with respect thereto on
\nthe schedule annexed hereto and made a part hereof, or on continuations
\nthereof which shall be attached hereto and made a part hereof; provided that
\nany failure to endorse such information on such schedule or continuation
\nthereof shall not in any manner affect any obligation of the Company under the
\nCredit Agreement and this Promissory Note (this “Note”).<\/p>\n
This Note is one of the Committed Loan Notes referred to in, and is
\nentitled to the benefits of, the Credit Agreement, which Credit Agreement,
\namong other things, contains provisions for acceleration of the maturity
\nhereof upon the happening of certain stated events and also for prepayments on
\naccount of principal hereof prior to the maturity hereof upon the terms and
\nconditions therein specified.<\/p>\n
Terms defined in the Credit Agreement are used herein with their
\ndefined meanings therein unless otherwise defined herein.<\/p>\n
This Note shall be governed by, and construed and interpreted in
\naccordance with, the laws of the State of California applicable to contracts
\nmade and to be performed entirely within such State.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
SCHEDULE
\n to Committed Loan Note (Term Loan)<\/p>\n
Date Loan Amount of Loan Principal Payment Date Principal
\nDisbursed Paid<\/p>\n
EXHIBIT J<\/p>\n
FORM OF BID LOAN NOTE<\/p>\n
Date: ________________<\/p>\n
FOR VALUE RECEIVED, the undersigned, Willamette Industries, Inc., an
\nOregon corporation (the “Company”), hereby promises to pay to the order of
\n_________________________ (the “Bank”) the aggregate unpaid principal amount
\nof all Bid Loans made by the Bank to the Company pursuant to the Credit
\nAgreement, dated as of May 10, 1996 (as amended, restated, supplemented or
\notherwise modified from time to time, the “Credit Agreement”), among the
\nCompany, the Bank, the other financial institutions from time to time party
\nthereto (the “Banks”), the Co-Agents party thereto and Bank of America
\nNational Trust and Savings Association, as Agent for the Banks (the “Agent”),
\non the dates and in the amounts provided in the Credit Agreement. The Company
\nfurther promises to pay interest on the unpaid principal amount of the Bid
\nLoans evidenced hereby from time to time at the rates, on the dates, and
\notherwise as provided in the Credit Agreement.<\/p>\n
The Bank is authorized to endorse the amount of and the date on which
\neach Bid Loan is made, the maturity date therefor and each payment of
\nprincipal with respect thereto on the schedules annexed hereto and made a part
\nhereof, or on continuations thereof which shall be attached hereto and made a
\npart hereof; provided that any failure to endorse such information on such
\nschedule or continuation thereof shall not in any manner affect any obligation
\nof the Company under the Credit Agreement and this Promissory Note (this
\n“Note”).<\/p>\n
This Note is one of the Bid Loan Notes referred to in, and is entitled
\nto the benefits of, the Credit Agreement, which Credit Agreement, among other
\nthings, contains provisions for acceleration of the maturity hereof upon the
\nhappening of certain stated events and also for prepayments on account of
\nprincipal hereof prior to the maturity hereof upon the terms and conditions
\ntherein specified.<\/p>\n
Terms defined in the Credit Agreement are used herein with their defined
\nmeanings therein unless otherwise defined herein. <\/p>\n
This Note shall be governed by, and construed and interpreted in
\naccordance with, the laws of the State of California applicable to contracts
\nmade and to be performed entirely within such State.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By: <\/p>\n
Title: <\/p>\n
SCHEDULE
\n to Bid Loan Note
\n [Absolute Rate Bid Loans]<\/p>\n
Date Loan Amount of Matyurity Date Principal
\nDate
\nDisbursed Loan Payment
\n Principal<\/p>\n
Paid<\/p>\n
SCHEDULE
\n to Bid Loan Note
\n [LIBOR Bid Loans]<\/p>\n
Date Loan Amount of Matyurity Date Principal
\nDate
\nDisbursed Loan Payment
\n Principal<\/p>\n
Paid<\/p>\n
EXHIBIT K<\/p>\n
FORM OF DESIGNATION AGREEMENT<\/p>\n
Dated ______________<\/p>\n
Reference is made to the Credit Agreement dated as of May 10, 1996
\n(as extended, renewed, amended or restated from time to time, the “Credit
\nAgreement”), among Willamette Industries, Inc., an Oregon corporation (the
\n“Company”), the Banks and Co-Agents party thereto (as defined in the Credit
\nAgreement) and Bank of America National Trust and Savings Association, as
\nAgent for the Banks (the “Agent”). Terms defined in the Credit Agreement are
\nused herein with the same meaning.<\/p>\n
_________________ (the “Designator”) and ___________________ the
\n(“Designee”) agree as follows:<\/p>\n
1. The Designator hereby designates the Designee, and the
\nDesignee hereby accepts such designation, to have a right to make Bid Loans
\npursuant to Section 2.06 of the Credit Agreement.<\/p>\n
2. The Designator makes no representation or warranty and
\nassumes no responsibility with respect to (i) any statements, warranties or
\nrepresentations made in or in connection with the Credit Agreement or the
\nexecution, legality, validity, enforceability, genuineness, sufficiency or
\nvalue of the Credit Agreement or any other instrument or document furnished
\npursuant thereto or (ii) the financial condition of the Company or the
\nperformance or observance by the Company of any of its obligations under the
\nCredit Agreement or any other instrument or document furnished pursuant
\nthereto.<\/p>\n
3. The Designee (i) confirms that it has received a copy of the
\nCredit Agreement, together with copies of the most recent financial statements
\nreferred to in Section 5.11 or Section 6.01 thereof, and such other documents
\nand information as it has deemed appropriate to make its own credit analysis
\nand decision to enter into this Designation Agreement; (ii) agrees that it
\nwill, independently and without reliance upon the Agent, the Designator or any
\nother Bank and based on such documents and information as it shall deem
\nappropriate at the time, continue to make its own credit decisions in taking
\nor not taking action under the Credit Agreement; (iii) confirms that it is an
\nentity qualified to be a Designated Bidder; (iv) appoints and authorizes the
\nAgent to take such action as agent on its behalf and to exercise such powers
\nunder the Credit Agreement as are delegated to the Agent by the terms thereof,
\ntogether with such powers as are reasonably incidental thereto; (v) agrees
\nthat it will perform in accordance with their terms all of the obligations
\nwhich by the terms of the Credit Agreement are required to be performed by it
\nas a Designated Bidder; (vi) agrees to and accepts all duties, obligations and
\nresponsibilities of a Bank set forth in Article IX of the Credit Agreement and
\nconfirms that said Article shall otherwise apply to the Designated Bidder as
\nif it were a Bank named therein; and (vii) specifies as its Lending Offices
\nwith respect to Bid Loans (and address for notices) the offices set forth
\nbeneath its name on the signature page hereof.<\/p>\n
4. Following the execution of this Designation Agreement by the
\nDesignator and its Designee, it will be delivered to the Agent for acceptance
\nby the Agent. The effective date of this Designation Agreement shall be as of
\nthe date of acceptance thereof by the Agent (the “Effective Date”).<\/p>\n
5. Upon such acceptance and recording by the Agent, as of the
\nEffective Date, the Designee shall be a party to the Credit Agreement as a
\n“Designated Bidder” with a right to make Bid Loans pursuant to Section 2.06 of
\nthe Credit Agreement and the rights and obligations of a Designated Bidder
\nrelated thereto.<\/p>\n
6. THIS DESIGNATION AGREEMENT SHALL BE GOVERNED BY, AND
\nCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this
\nDesignation Agreement to be executed by their respective officers thereunto
\nduly authorized, as of the date first above written.<\/p>\n
[NAME OF DESIGNATOR]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
[NAME OF DESIGNEE]<\/p>\n
By: <\/p>\n
Title: <\/p>\n
Lending Office(s) (and
\naddress for notices):<\/p>\n
Attn.:
\nTel.:
\nFax: <\/p>\n
Attn.:
\nTel.:
\nFax: <\/p>\n
Accepted as of the ___ day
\nof ______________<\/p>\n
BANK OF AMERICA NATIONAL TRUST
\nAND SAVINGS ASSOCIATION<\/p>\n
By: <\/p>\n
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