Preview | Credit Agreement |

SECTION 1		DEFINITIONS.	1
	1.1	Definitions.	1
	1.2	Other Interpretive Provisions.	16

SECTION 2		COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.	17
	2.1	Commitments.	17
		2.1.1 Revolving Loan Commitment.	18
		2.1.2 L/C Commitment.	18
	2.2	Loan Procedures.	18
		2.2.1 Various Types of Loans.	18
		2.2.2 Borrowing Procedures.	18
		2.2.3 Conversion and Continuation Procedures.	19
		2.2.4 Swing Line Facility.	20
	2.3	Letter of Credit Procedures.	21
		2.3.1 L/C Applications.	21
		2.3.2 Participations in Letters of Credit.	22
		2.3.3 Reimbursement Obligations.	22
		2.3.4 Funding by Lenders to Issuing Lender.	23
	2.4	Commitments Several.	24
	2.5	Certain Conditions.	24
	2.6	Agent for the Borrowers.	24

SECTION 3		EVIDENCING OF LOANS.	24
	3.1	Notes.	24
	3.2	Recordkeeping.	24

SECTION 4		INTEREST.	25
	4.1	Interest Rates.	25
	4.2	Interest Payment Dates.	25
	4.3	Setting and Notice of LIBOR Rates.	25
	4.4	Computation of Interest.	25

SECTION 5		FEES.	26
	5.1	Non-Use Fee.	26
	5.2	Letter of Credit Fees.	26
	5.3	Administrative Agents Fees.	26

SECTION 6		REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS; INCREASE IN REVOLVING COMMITMENT.	26
	6.1	Reduction or Termination of the Revolving Commitment.	26
		6.1.1 Voluntary Reduction or Termination of the Revolving Commitment.	26
		6.1.2 All Reductions of the Revolving Commitment.	27
	6.2	Voluntary Prepayments.	27
	6.3	Repayments.	27

	6.4	Increase in Revolving Commitment.	27

SECTION 7		MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.	28
	7.1	Making of Payments.	28
	7.2	Application of Certain Payments.	28
	7.3	Due Date Extension.	28
	7.4	Setoff.	29
	7.5	Proration of Payments.	29
	7.6	Taxes.	29

SECTION 8		INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.	31
	8.1	Increased Costs.	31
	8.2	Basis for Determining Interest Rate Inadequate or Unfair.	32
	8.3	Changes in Law Rendering LIBOR Loans Unlawful.	32
	8.4	Funding Losses.	33
	8.5	Right of Lenders to Fund through Other Offices.	33
	8.6	Discretion of Lenders as to Manner of Funding.	33
	8.7	Mitigation of Circumstances; Replacement of Lenders.	33
	8.8	Conclusiveness of Statements; Survival of Provisions.	34

SECTION 9		REPRESENTATIONS AND WARRANTIES.	34
	9.1	Organization.	34
	9.2	Authorization; No Conflict.	34
	9.3	Validity and Binding Nature.	35
	9.4	Financial Condition.	35
	9.5	No Material Adverse Change.	35
	9.6	Litigation and Contingent Liabilities.	35
	9.7	Ownership of Properties; Liens.	35
	9.8	Equity Ownership; Subsidiaries.	35
	9.9	Pension Plans.	36
	9.10	Investment Company Act.	37
	9.11	Public Utility Holding Company Act.	37
	9.12	Regulation U.	37
	9.13	Taxes.	37
	9.14	Solvency, etc.	37
	9.15	Environmental Matters.	37
	9.16	Insurance.	38
	9.17	Real Property.	38
	9.18	Information.	38
	9.19	Intellectual Property.	38
	9.20	Burdensome Obligations.	39
	9.21	Labor Matters.	39
	9.22	No Default.	39

SECTION 10		AFFIRMATIVE COVENANTS.	39

	10.1	Reports, Certificates and Other Information.	39
		10.1.1 Annual Report.	39
		10.1.2 Interim Reports.	39
		10.1.3 Compliance Certificates.	40
		10.1.4 Reports to the SEC and to Shareholders.	40
		10.1.5 Notice of Default, Litigation and ERISA Matters.	40
		10.1.6 Management Reports.	41
		10.1.7 Projections.	41
		10.1.8 Subordinated Debt Notices.	41
		10.1.9 Other Information.	41
	10.2	Books, Records and Inspections.	41
	10.3	Maintenance of Property; Insurance.	42
	10.4	Compliance with Laws; Payment of Taxes and Liabilities.	42
	10.5	Maintenance of Existence, etc.	42
	10.6	Use of Proceeds.	43
	10.7	Employee Benefit Plans.	43
	10.8	Environmental Matters.	43
	10.9	Further Assurances.	43

SECTION 11		NEGATIVE COVENANTS	44
	11.1	Debt.	44
	11.2	Liens.