Common use of CONDITIONS TO EFFECTIVENESS AND LENDING Clause in Contracts

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate Susan F. Marrinan, General Counsel of the Borrower, in form and substance satisfactory a ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Foley & Lardner, counsel to the AgentBorrower, substantially in ▇▇▇ form of Exhibit D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than December 31, 1995 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1994. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Material Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be is reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated hereby.thereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower and its Material Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. 35 31 (c) As of the Effective DateAll governmental, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental regulatory and third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and approvals required under PUHCA) shall have been obtained (without the imposition of any conditions that are not acceptable to in the reasonable judgment of the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and fees of the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)) and fees of the Managing and Co-Syndication Agents then due; provided that the Borrower shall not be required to pay any expenses (including fees and expenses of counsel to the Agent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Information Memorandum and all other information, exhibits and reports furnished by the Borrower to the Agent and the Lenders in connection with the negotiation of the Loan Documents, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (g) The Borrower shall have received, and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to or higher than BBB- from S&P and equal to or higher than Baa3 from Mood▇'▇. (h) The Bankruptcy Court shall have entered an order or orders confirming the Plans of Reorganization, and such order or orders shall not have been judicially stayed. (i) The Borrower or CGTC shall not have waived any material condition of the Plans of Reorganization without the consent of the Agent and the Lenders and all material changes and deviations in the Plans of Reorganization from the Current Plans shall be satisfactory to the Agent and the Lenders. (j) The Plans of Reorganization shall be substantially consummated (or will be substantially consummated with the distributions required to be made with the proceeds of the initial Revolving Credit Advance hereunder and the initial Letters of Credit issued hereunder and the other securities contemplated by the Plans of Reorganization). (k) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itFacilities, and of all documents evidencing other necessary corporate action action, governmental and governmental approvalsregulatory approvals and third party consents (including, if anywithout limitation, all approvals and consents required under PUHCA) with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of Cravath, Swaine & Moor▇, ▇▇unsel for the Borrower, substantially in the form of Exhibit E hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ivi) The Borrower shall have terminated Such other approvals, opinions or documents as any Lender through the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderAgent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Effect, except for matters disclosed by in the Borrower Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in filings with the United States Securities and Exchange Commission writing prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") Effective Date or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel for the Company and of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the BorrowerCompany, substantially in the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ih) The Borrower Company shall have terminated given notice to terminate the commitmentscommitments and, and paid given irrevocable notice to prepay in full all DebtIndebtedness, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17December 27, 2002 2001 among the BorrowerBorrower and certain subsidiaries, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such the foregoing credit agreement facility hereby waives, upon the execution of this Agreement the Agreement, any requirement of prior notice under each such credit agreement relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1998. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Susan F. Marrinan, ▇▇▇▇▇▇▇ Counsel of the Borrower, and a favorable opinion of Foley & Lardner, counsel to t▇▇ ▇▇rrower, substantially in the form of Exhibit D-1 and substance satisfactory Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have repaid in full of all amounts outstanding and terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, commitments of the lenders under each of (i) the $75,000,000 364-Day Credit Agreement revolving credit agreement dated as of July 17March 23, 2002 1998 between the Borrower and Citibank and (ii) the $100,000,000 five year revolving credit agreement dated as of September 5, 1997 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agentBank of America NT&SA, The First National Bank of Chicago and Bank of Montreal, and each of the Lenders that is a party to each either such credit agreement hereby waives, upon execution of this Agreement the Agreement, any notice requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder. (j) The conditions precedent set forth in Section 3.01(a) through (i) of the Five-Year Credit Agreement dated as of August 23, 1999 among the Borrower, the lenders parties thereto, Salomon Smith Barney ▇▇▇., ▇▇ ▇ead arranger and book manager, Banc One Capital Markets Inc., as co-arranger, Citibank, as administrative agent, and The First National Bank of Chicago, as syndication agent, shall have been satisfied.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01 and AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective DateEFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (cb) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders each Lender shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Consolidated Subsidiaries as they it shall have reasonably requestedrequested as a basis for making its decision to enter into its commitment hereunder. (dc) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the invoiced accrued fees and invoiced expenses of counsel to the Agent). (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Finance Committee of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate Nicholas J. Camera, General Counsel of the BorrowerCompany, in form and substance satisfactory to ▇▇ ▇▇▇▇▇▇, Gottlieb, Steen & Hamilton, counsel for the AgentCompany, substantiall▇ ▇▇ the ▇▇▇▇ ▇▇ Exhibits D-2 and D-1 hereto, respectively. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ih) The Borrower shall have terminated termination of the commitments, commitments of the Lenders and paid the payment in full of all Debt, interest, fees and other amounts outstanding, Debt outstanding under the 364-Day Credit Agreement dated as of July 17June 27, 2002 2000 among the BorrowerCompany, the lenders and agents parties thereto and Citibank, N.A., as administrative agent, and ; each of the Lenders Lender that is a party to each such credit agreement hereby waivesthe foregoing Credit Agreement, upon by execution of this Agreement Agreement, hereby waives the requirement of prior three Business Days' notice under each set forth in Section 2.05 of such credit agreement relating to Credit Agreement for the termination of its commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse ChangeChange since December 31, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Effect, except for matters disclosed by in the Borrower Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in filings with the United States Securities and Exchange Commission writing prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") Effective Date or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel for the Company and of ▇▇▇▇▇ Day, special counsel for the BorrowerCompany, substantially in the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (ih) The Borrower shall have terminated the commitments, commitments of the lenders and paid repaid or prepaid in full all Debt, interest, fees and other amounts outstanding, outstanding under (i) the 364-Day Credit Agreement Agreement, dated as of July 17September 16, 2002 (the "364-Day Credit Agreement"), among the BorrowerCompany, certain other borrowers parties thereto, the lenders and agents parties thereto and Citibank, N.A., as administrative agent, and (ii) the Amended and Restated Three Year Credit Agreement, dated as of September 23, 2002 (the "Three Year Credit Agreement"), among the Company, certain other borrowers parties thereto, the lenders parties thereto and Citibank, N.A., as administrative agent. By execution of this Agreement, each of the Lenders that is a party lender under either of the credit agreements referred to each such credit agreement above hereby waiveswaives the requirements set forth in (x) Sections 2.05 and 2.10 of the 364-Day Credit Agreement and (y) Sections 2.06 and 2.11 of the Three Year Credit Agreement, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of its commitments and prepayment of advances thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding the 364-Day Revolving Credit Agreement dated as of May 29, 2002 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it the Loan Documents and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate each of ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, Secretary and General Counsel of the Borrower, and Miles & Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit D-1 and substance satisfactory Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.15. Sections 2.01 and 2.03 2.15 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which , subject to the following conditions precedent have been satisfiedthat: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1994. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b). (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with this Agreement or the transactions contemplated hereby and with the execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect and all material governmental and third party consents and approvals necessary in order for the Borrower to conduct its business as contemplated by the 1994 10K shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (fd) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and all accrued financing fees of the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices at least one Business Day prior to the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (he) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) An environmental assessment update report prepared by the Borrower, in form, scope and substance reasonably satisfactory to the Lenders, as to any environmental hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, and the Lenders shall be reasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A certified copy of the Series A Certificate, the Series B Certificate and the Series C Certificate. (vi) A favorable opinion of Cravath, Swaine & ▇▇▇▇▇, special counsel for the General Counsel or Associate Borrower, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F-2 hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (vviii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As The Lender Parties shall be satisfied with (1) the final terms and conditions of the Effective Datetransactions contemplated hereby, except including, without limitation, all legal and tax aspects thereof, and (ii) the corporate and legal structure and capitalization of each Loan Party, including, without limitation, the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (b) The Lender Parties shall be satisfied that all obligations of the Borrower under the Existing Credit Agreement, whether for principal, interest, fees, expenses or otherwise, have been or, concurrently with the making of the initial Borrowing, will be paid in full in cash, all "Commitments" (as disclosed defined therein) terminated and all Liens securing such Obligations released. (c) The Lender Parties shall be satisfied with the price per share and the number of shares issued and all other legal and tax aspects of the equity offering by Group of shares of its common stock (the "Equity Offering"); the Equity Offering shall have been consummated and Group shall have received at least $140,000,000 in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there net cash proceeds therefrom. (d) There shall have occurred no Material Adverse ChangeChange since January 7, 1995 and all information provided by or on behalf of the Borrower to the Lenders prior to the delivery of their commitments shall be true and correct in all material aspects. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (de) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLender Parties) and shall remain in effect, all applicable waiting periods shall have expired without any action being taken by any competent authority and no law or regulation shall be applicable in the reasonable judgment of the Lenders Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent Managing Agents and the Lenders Lender Parties (including the accrued fees and invoiced expenses of counsel to the AgentAgents). (g) On the Effective Date, the following statements shall be true and the Documentation Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Documentation Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Documentation Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender Party: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) A guaranty in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Group Guaranty"), duly executed by Group. (iii) A guaranty in substantially the form of Exhibit G (together with each other guaranty delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by the Guarantors (other than Group). (iv) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving this Agreement Agreement, the Notes and the Revolving Credit Notes each other Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Noteseach other Loan Document. (iiiv) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the initial Borrowing, listing the charter of such Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in his office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing under the laws of such jurisdiction. (vi) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(h)(v), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the date of the initial Borrowing and (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the applicable jurisdiction, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party. (vii) A certificate of the Secretary or an Assistant Secretary of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement and such Notes Agreement, each other Loan Document to which they are or are to be delivered by it parties and the other documents to be delivered by it hereunderhereunder and thereunder. (ivviii) A favorable opinion Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Welfare Plans, collective bargaining agreements and other arrangements with employees, annual financial statements dated January 7, 1995, interim financial statements dated the end of the General Counsel or Associate General Counsel most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Borrowing), pro forma financial statements and forecasts prepared by management of the Borrower, in form and substance satisfactory to the AgentLender Parties, of balance sheets, of operations and stockholders' equity (deficit) and statements of cash flow on a monthly basis for the first year following the day of the initial Borrowing and on an annual basis for each year thereafter until the Termination Date. (vix) A favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, counsel for the Loan Parties, in substantially the form of Exhibit E hereto and as to such other matters as any Lender Party through the Managing Agents may reasonably request. (x) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the AgentManaging Agents, in form and substance satisfactory to the AgentManaging Agents. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse ChangeChange since December 31, 2000. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Effect, except for matters disclosed by in the Borrower Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in filings with the United States Securities and Exchange Commission writing prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") Effective Date or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel for the Company and of Jones, Day, Reavis & Pogue, special counsel for t▇▇ ▇▇mpany, ▇▇▇▇▇▇nti▇▇▇▇ in the Borrowerform of Exhibits F-1 and F-2 hereto, in form respectively, and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ih) The Borrower Company shall have terminated given notice to terminate the commitmentscommitments and, and paid given irrevocable notice to prepay in full all DebtIndebtedness, interest, fees and other amounts outstanding, under (i) the 364-Day Multicurrency Revolving Credit Facility Agreement dated as of July March 17, 2002 1999 among the BorrowerThe B.F. Goodrich Company and certain subsidiaries, as origina▇ ▇▇▇▇▇▇▇▇▇, The B.F. Goodrich Company, as guarantor, the lenders and agents parties thereto and Citibankt▇▇▇▇▇▇ ▇▇▇ ▇▇tibank International plc, as administrative agent, and (ii) each of the bilateral credit facilities listed on Schedule II hereto, and each of the Lenders that is a party to each such any of the foregoing credit agreement facilities hereby waives, upon the execution of this Agreement the Agreement, any requirement of prior notice under each such credit agreement relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since October 31, 1999. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued reasonable invoiced fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate Assistant General Counsel of the Borrower, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION Section 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2003. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the each Borrower approving authorizing this Agreement and the Revolving Credit Notes to be delivered executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel Michael T. Hyde, Assistant Secretary of each of the BorrowerBorr▇▇▇▇▇, ▇▇▇▇▇▇▇ for the Borrowers, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAdministrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $1,000,000,000 364-Day Credit Agreement dated as of July 17June 24, 2002 2003 among the BorrowerCompany and Sprint Capital, as borrowers, the lenders and agents parties thereto and Citibankthereto, Citibank N.A., as administrative agent, Citigroup Global Markets Inc. and each J.P. Morgan Securities Inc., as joint lead arrangers and boo▇ ▇▇▇▇▇▇▇▇, JPMorgan Chase Bank, as syndication agent, and Bank of America, N.A., Deutsche Bank AG New York Branch and UBS AG, Cayman Islands Branch, as documentation agents. Each of the Lenders that is a party to each such the above described credit agreement agreement, by execution hereof, hereby waives, upon execution of this Agreement waives the requirement of prior three business days' notice under each such credit agreement relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2003. (b) As of the Effective DateExcept as set forth on Schedule IV, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have result in a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyChange. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third material third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued reasonable fees and invoiced expenses of a single firm of counsel to the Agent)) to the extent invoiced to the Borrower at least one Business Day prior to the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion Favorable opinions of the (A) Assistant General Counsel or Associate General Counsel and Assistant Secretary to the Borrower substantially in the form of Exhibit D-1 hereto and (B) Debevoise and P▇▇▇▇▇▇▇ LLP, counsel to the Borrower, substantially in the form of Exhibit D-2 hereto, and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitmentscommitments of the lenders and repaid or prepaid all of the Indebtedness under, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17May 10, 2002 2000 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.032.06. Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Parent Borrower's ’s Quarterly Report on Form 10-Q for the quarter ending March November 30, 2014, since August 31, 2003, since December 31, 2002 2014 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "“Disclosed Litigation"”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Parent Borrower shall have notified the Administrative Agent as to the proposed Effective Date. (fe) The Parent Borrower shall have paid all accrued fees and invoiced expenses of the Agent Administrative Agents and the Lenders (including the accrued fees and invoiced expenses of counsel to the AgentAdministrative Agents). (gf) On the Effective Date, the following statements shall be true and correct and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and, (ii) No no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (hg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAdministrative Agent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the relevant Lenders to the extent requested by any Lender pursuant to Section 2.182.22. (iiiii) Certified copies of the resolutions of the Board board of Directors directors of the each Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunderhereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(g)(iii). (ivv) A favorable opinion of the General Counsel or of an Associate or Assistant General Counsel of the Parent Borrower, in form and substance satisfactory to the Administrative Agent. (vvi) A favorable opinion of Shearman ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Sterling ▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (ih) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364Four-Day Year Credit Agreement dated as of July 17April 1, 2002 2011 among the Parent Borrower, the lenders and agents parties thereto and CitibankJPMorgan, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement Agreement, the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder. (i) The Administrative Agent shall have received, at least three days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (j) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2015.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1999. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them reasonably to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the Tim ▇▇▇▇▇, ▇▇sistant General Counsel or Associate General Counsel of for the Borrower, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.032.06 . Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Parent Borrower's ’s Quarterly Report on Form 10-Q for the quarter ending March November 30, 2010, since August 31, 2003, since December 31, 2002 2010 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "“Disclosed Litigation"”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Parent Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Parent Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Parent Borrower shall have paid all accrued fees and invoiced expenses of the Agent Agents and the Lenders (including the accrued fees and invoiced expenses of counsel to the AgentAgents). (g) On the Effective Date, the following statements shall be true and correct and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and, (ii) No no event has occurred and is continuing that constitutes a Default, and (iii) the conditions precedent set forth in Section 3.01 were satisfied as of the Effective Date. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderAgent: (i) This Agreement executed and delivered by each Person party hereto. (ii) The Revolving Credit Notes and Swing Line Notes to the order of the relevant Lenders to the extent requested by any Lender pursuant to Section 2.182.22. (iiiii) Certified copies of the resolutions of the Board board of Directors directors of the each Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iiiiv) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying (A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunderhereunder and (B) appropriate insertions and attachments, including (x) the certificate of incorporation (or equivalent) of such Borrower evidencing that it is a corporation (or appropriate corporate form) certified by its secretary or assistant secretary, (y) a long-form good standing certificate (or its equivalent, if available, for a Foreign Subsidiary Borrower) evidencing that such Borrower is validly existing, in good standing and qualified to do business in the jurisdiction in which it is organized and (z) the resolutions for such Borrower referenced in Section 3.01(h)(iii). (ivv) A favorable opinion of the General Counsel or Associate General Counsel of the Parent Borrower, in form and substance satisfactory to the Agent. (vvi) A favorable opinion of Shearman S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Sterling B▇▇▇▇▇▇▇ LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364Five-Day Year Credit Agreement dated as of July 17February 28, 2002 2007 among the Parent Borrower, the lenders and agents parties thereto and JPMorgan and Citibank, as co-administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder. (j) The Agent shall have received on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) The Effective Date shall occur on or prior to 5:00 p.m. New York City time on April 15, 2011.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.17. Sections 2.01 2.01, 2.03 and 2.03 2.17 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of There shall have occurred no Material Adverse Change with respect to the Effective DateBorrower since March 25, except 1995, other than as disclosed in the Borrower's Quarterly Report provided on Form 10-Q for the quarter ending March 31Schedule 4.01(e) hereto, 2003, since December 31, 2002 and there shall have occurred no Material Adverse ChangeChange with respect to the Guarantor since December 31, 1994. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note other Loan Document or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders or the Issuing Bank during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and the Issuing Bank shall have been given such access to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLenders or the Issuing Bank) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders and the Issuing Bank that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender, the Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent Administrative Agent, the Issuing Bank and the Lenders (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender and the Issuing Bank: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and Agreement, the Revolving Credit Notes Notes, each other Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Noteseach other Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement and such Notes Agreement, the Notes, each other Loan Document to which it is or is to be delivered by it a party and the other documents to be delivered by it hereunderhereunder and thereunder. (iv) A favorable opinion guaranty in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the General Counsel or Associate "Guaranty"), duly executed by the Guarantor. (v) Favorable opinions of Morr▇▇▇▇ & ▇oer▇▇▇▇, ▇▇w York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender or the AgentIssuing Bank through the Administrative Agent may reasonably request. (vvi) Favorable opinions of Shin & Kim, ▇▇unsel for the Guarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibits G-1 and G-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them reasonably to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Initial Borrowers shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Initial Borrowers shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the each Initial Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the each Initial Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Initial Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the Timothy Power, Assistant General Counsel or Associate General Counsel for the Com▇▇▇▇, ▇▇▇▇▇▇▇tially in the form of Exhibit D hereto and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as March 5, 2001, as amended, among the Company, the lenders parties thereto and Citibank, as agent, and under the Credit Agreement dated as of July 17December 8, 2002 1998, as amended, among the BorrowerCompany, the lenders and agents parties thereto and CitibankThe First National Bank of Chicago, as administrative agent, and each of the Lenders that is a party to each such credit agreement facility hereby waives, upon execution of this Agreement Agreement, the requirement of prior any notice under each such credit agreement required by said Credit Agreements relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2003. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "“Disclosed Litigation"”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them reasonably to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Initial Borrowers shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Initial Borrowers shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the each Initial Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the each Initial Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Initial Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the T▇▇▇▇▇▇ ▇▇▇▇▇, Assistant General Counsel or Associate General Counsel for the Company, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the Amended and Restated 364-Day Credit Agreement dated as of July April 17, 2002 2003, as amended, among the BorrowerCompany, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement facility hereby waives, upon execution of this Agreement, any notice required by said Credit Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1997. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation litigation, arbitration or proceeding (including, without limitation, any Environmental Action) affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) either individually or in the aggregate, could be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to adversely affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby; and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with this Agreement and the Notes and with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, ; and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions on this Agreement or any Note or upon any of the transactions contemplated hereby. (d) All accrued fees and reasonable out-of-pocket expenses of the Administrative Agent (including, without limitation, all reasonable accrued fees and expenses of counsel for the Administrative Agent for which a reasonably detailed invoice has been delivered to the Borrower at least two Business Days prior to the Effective Date) shall have been paid in full. (e) The All amounts owing by the Borrower or any of its Subsidiaries under either of the Existing Credit Agreements shall have notified been, or concurrently with any initial Borrowing made on the Agent as to Effective Date shall be, paid in full, and all commitments of the proposed lenders thereunder shall have been, or concurrently with any initial Borrowing made on the Effective DateDate shall be, terminated in accordance with the terms of such Agreement. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Responsible Officer of the Borrower, dated the Effective Datesuch date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, andas though made on and as of such date; (ii) No event has occurred and is continuing continuing, or shall occur as a result of the occurrence of the Effective Date, that constitutes a Default; and (iii) The conditions precedent set forth in subsections (a) through (f) of this Section 3.01 have been satisfied. (hg) The Administrative Agent shall have received on or before the Effective Date the following, each dated such daydate, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of each of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) appropriate resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.and

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of There shall have occurred no Material Adverse Change with respect to the Effective DateBorrower since December 28, 1996, except as disclosed in the Borrower's Quarterly Report for those listed on Form 10-Q for the quarter ending March 31Schedule 4.01(e) hereto, 2003, since December 31, 2002 and there shall have occurred no Material Adverse ChangeChange with respect to the Guarantor since December 31, 1996. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note other Loan Document or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum information provided by the Borrower and the Guarantor regarding their financial results for the year ended December 31, 1996, and the financial condition on December 31, 1996, was or has become misleading, incorrect or incomplete in complete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent Lender in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders Lender (including the accrued fees and invoiced expenses of counsel to the AgentLender). (g) On the Effective Date, the following statements shall be true and the Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent Lender shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Note. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and Agreement, the Revolving Credit Notes Note, each other Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Note and such Noteseach other Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary or other authorized officer of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement and such Notes Agreement, the Note, each other Loan Document to which it is or is to be delivered by it a party and the other documents to be delivered by it hereunderhereunder and thereunder. (iv) A favorable opinion guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the General Counsel or Associate "Guaranty"), duly executed by the Guarantor. (v) Favorable opinions of Morr▇▇▇▇ & ▇oer▇▇▇▇, ▇▇w York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibits E and substance satisfactory F hereto, respectively, and as to such other matters as the AgentLender may reasonably request. (vvi) A favorable opinion Favorable opinions of Shearman Bae, ▇▇▇ & Sterling LLP▇ee, counsel ▇▇unsel for the AgentGuarantor, in form and substance satisfactory or other Korean counsel to the Agent. (i) The Borrower shall have terminated Guarantor acceptable to the commitmentsLender, and paid the Corporate Counsel of the Guarantor, substantially in full all Debtthe form of Exhibits G and H hereto, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agentrespectively, and each of as to such other matters as the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderLender may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1999. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Significant Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by or contemplated in the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto SEC Reports (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebyhereby and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Significant Subsidiaries of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Significant Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyby the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and invoiced reasonable expenses of the Agent and the Lenders with respect to this Agreement, including fees contemplated in the Information Memorandum, and (including ii) all facility fees accrued under the accrued fees and invoiced expenses Existing Credit Agreement as of counsel to the Agent)Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and the Revolving Credit Notes each Loan Document to be delivered by itwhich it is a party, and of all 41 37 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and such Notes each Loan Document to be delivered by which it is a party and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel hereunder or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1996. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As The Lenders shall have received the Information Package, and be satisfied with the Consolidated financial statements of the Effective DateBorrower and its Subsidiaries for the six months ended June 30, the Borrower 1997. (d) Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum Package was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (de) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLenders in their reasonable judgment) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ef) The Borrower Since the execution of the First Amended and Restated Credit Agreement by the Lenders, there shall have notified the Agent as been no change in any agreement or instrument listed on Schedule 3.01(f) to the proposed Effective DateFirst Amended and Restated Credit Agreement, a copy of which is attached hereto as Schedule 3.01(f), that, in the reasonable judgment of the Lenders, adversely affects the Borrower or the Lenders, other than changes reasonably acceptable to the Lenders. (fg) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders Agents (including the accrued fees and invoiced expenses of counsel to the Administrative Agent) under the First Amended and Restated Credit Agreement and under this Agreement and all accrued fees of the Initial Lenders and the Existing Lenders (including, without limitation, upfront fees and commitment fees). (gh) The Borrower shall have given each Agent at least three Business Days' prior written notice as to the proposed Effective Date. (i) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hj) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion copy of the General Counsel or Associate General Counsel most recent letters from each of S&P, ▇▇▇▇▇'▇ and ▇▇▇▇ & ▇▇▇▇▇▇, certified by the chief financial officer of the Borrower, confirming the Public Debt Rating then in form and substance satisfactory to the Agenteffect. (v) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (vi) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (ik) The Borrower Administrative Agent shall have terminated received on or before the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each Effective Date an executed copy of the Lenders that is a party to each such credit agreement hereby waivesAssignment Agreement, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating in form and substance satisfactory to the termination of commitments thereunderAdministrative Agent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the BorrowerAn environmental assessment update report dated December 31, 2001 in form form, scope and substance reasonably satisfactory to the AgentLenders prepared by the Borrower as to any material environmental hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, and the Lenders shall be reasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A favorable opinion of Shearman & Sterling LLPRoy Smith, counsel General Counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, substantially in th▇ ▇▇▇▇ ▇▇ Exhibit D hereto and as to such other matters as any Lender through the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderAgent may reasonably request.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 20032002 and on Schedule 3.01(a), since December 31, 2002 2001 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17August 7, 2002 2001 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2003, except as otherwise publicly disclosed prior to the date hereof. (b) As of the Effective Date, there There shall exist no action, Environmental Action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or on the Borrower and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was Borrower's public filings under the Securities Exchange Act of 1934 were or has have become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) ), except to the extent that the failure to do so would not have a Material Adverse Effect, and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As The Purchase shall have been consummated in accordance with the terms of the Effective DateStock Purchase Agreement, except as disclosed without any waiver or amendment from the date of the Information Memorandum that, in the Borrower's Quarterly Report on Form 10-Q for reasonable judgment of the quarter ending March 31Lenders, 2003could reasonably be expected to materially adversely affect the ability of the Borrower or either Guarantor to perform their respective obligations hereunder, since December 31, 2002 there and in material compliance with all applicable laws. 34 34 (b) There shall have occurred no Material Adverse ChangeChange since December 31, 1997 other than as disclosed in Schedule 3.01(b) hereto. (bc) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting any of the Borrower Loan Parties or any of its Consolidated their respective Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b3.01(c) hereto (collectively, the "Disclosed Litigation") or (ii) is initiated by any Person other than a Lender in its capacity as a Lender that purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and there shall have been given such access to no material adverse change in the managementstatus, recordsor financial effect on any Loan Party, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requestedDisclosed Litigation from that described on Schedule 3.01(c) hereto. (d) All governmental and third party consents and approvals necessary to consummate the Purchase (including, in the case of the Federal Communications Commission approval, the grant of the Federal Communications Commission Transfer Applications) and necessary in connection with the transactions contemplated hereby execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that are not acceptable could reasonably be expected to materially adversely affect the Lendersability of any Loan Party to perform its obligations hereunder) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyhereby that could reasonably be expected to materially adversely affect the ability of any Loan Party to perform its obligations hereunder. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued invoiced fees and invoiced expenses of the Agent and the Lenders (including the accrued invoiced fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Borrower approving transactions contemplated by this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) Certified copies of the Stock Purchase Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith. (v) A certificate, in substantially the form of Exhibit D hereto, attesting to the Solvency of each Loan Party after giving effect to the Purchase, the Special Dividend and the Borrowings contemplated hereunder, from the chief financial officer of each such Loan Party. (vi) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and each other Loan Party approving the Special Dividend as contemplated by the Stock Purchase Agreement. (vii) Certified copies of (A) all amendments to the Stock Purchase Agreement and (B) each other document delivered pursuant thereto, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith. (ix) A favorable opinion of O'Ne▇▇▇ & ▇org▇▇, ▇▇erto Rico counsel for the General Counsel or Associate General Counsel Loan Parties, substantially in the form of the Borrower, in form and substance satisfactory to the AgentExhibit F hereto. (vx) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.16. Sections 2.01 2.01, 2.03 and 2.03 2.16 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since May 31, 1998. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Holding Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Borrowers and its their Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Borrowers shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Borrowers shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerHolding Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders. (ii) a copy of the certificate of incorporation of each Borrower, and all modifications, amendments and restatements thereof, certified as of a recent date by the Secretary of State of its state of incorporation; (iii) a copy of the by-laws of each Borrower, together with all modifications, amendments and restatements thereof, certified as of a recent date by its Secretary; (iv) a certificate of the Secretary of State of the state of incorporation of each Borrower, dated as of a recent date, as to its existence and good standing; (v) Certified copies of the resolutions of the Board of Directors of the each Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iiivi) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (ivvii) A favorable opinion of the General Counsel or Associate General Counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇, Senior Vice President, Legal and Business Affairs of the BorrowerBorrowers, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (vviii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated termination of the commitments, commitments of the Original Banks and paid the payment in full of all Debt, interest, fees and other amounts outstanding, Debt outstanding under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderOriginal Loan Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:: E-44 TABLE OF CONTENTS (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2003, except as otherwise publicly disclosed prior to the date hereof. (b) As of the Effective Date, there There shall exist no action, Environmental Action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or on the Borrower and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was Borrower's public filings under the Securities Exchange Act of 1934 were or has have become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) ), except to the extent that the failure to do so would not have a Material Adverse Effect, and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued and unpaid reasonably incurred fees and invoiced expenses of the Agent and the Lenders (including the accrued and unpaid reasonably incurred fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received an Officer's Certificate, in sufficient copies for the account of each Lender a certificate Lender, signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective DateDate except where the failure for such representations and warranties to be correct would not have a Material Adverse Effect, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18.2.14. E-45 TABLE OF CONTENTS (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvalsapprovals (to the extent such documents are requested by any Lender), if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel or Associate General Counsel of to the Borrower and White & Case LLP, outside counsel for the Borrower, substantially in the form of Exhibits D-1 and substance satisfactory D-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSuch other approvals, counsel for opinions or documents as any Lender, through the Agent, in form and substance satisfactory may reasonably request. No information delivered by the Borrower pursuant to this Section 3.01 may be designated by the AgentBorrower to be Confidential Information. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.18. Sections 2.01 2.01, 2.03 and 2.03 2.18 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) occurring on or prior August 5, 2010 on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed There shall have occurred no material adverse change in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31business, 2003assets, operations or condition, financial or otherwise, of PPG and its Subsidiaries taken as a whole since December 31, 2002 there shall have occurred no Material Adverse Change2009. (b) As of Except for the Effective DateDisclosed Matters, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower PPG or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could reasonably be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note of the other Loan Documents or the consummation of the transactions contemplated herebyhereby or thereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and the Issuing Lender shall have been given such access to the management, records, books of account, contracts and properties of the Borrower PPG and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower PPG shall have notified the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower PPG shall have paid all accrued fees and invoiced expenses of the Agent Administrative Agent, the Issuing Lender and the Lenders (including the accrued fees and invoiced expenses of counsel to the Administrative Agent)) payable on or prior to the Effective Date to the extent and as previously agreed in writing. (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Lender a certificate signed by a duly authorized officer of the BorrowerPPG, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) PPG has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding under (A) the Existing Credit Agreement (other than in respect of any Existing Letter of Credit) and (B) the €650,000,000 Facility dated as of December 3, 2007 among PPG, the lenders party thereto, BNP Paribas Securities Corp. and SG Americas Securities, LLC as mandated lead arrangers and the other agents party thereto. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Executive Committee of the Board of Directors of the Borrower PPG approving this Agreement and the Revolving Credit Notes to be delivered by itother Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe other Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower PPG certifying the names and true signatures of the officers of the Borrower PPG authorized to sign this Agreement and such Notes to be delivered by it the other Loan Documents and the other documents to be delivered by it hereunderhereunder or thereunder. (iv) A favorable opinion Favorable opinions of ▇▇▇▇▇ ▇▇▇▇, Esquire and K&L Gates LLP, counsel for PPG, substantially in the General Counsel or Associate General Counsel forms of Exhibit E-1 and Exhibit E-2 hereto, respectively, and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAdministrative Agent may reasonably request. (v) A favorable opinion of Shearman Milbank, Tweed, ▇▇▇▇▇▇ & Sterling ▇▇▇▇▇▇ LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (ivi) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as Written evidence (which may include telecopy transmission of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution signed signature page of this Agreement the requirement Agreement) that each party hereto has signed a counterpart of prior notice under each such credit agreement relating to the termination of commitments thereunderthis Agreement.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March November 30, 2004, since August 31, 2003, since December 31, 2002 2004 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman Simpson Thacher & Sterling Bartlett LLP, counsel for the AgentAgen▇, in form and substance ▇▇ ▇▇▇▇ ▇▇▇ sub▇▇▇▇▇▇ satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1998. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the each Borrower approving authorizing this Agreement and the Revolving Credit Notes to be delivered executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Don A. Jensen, Vice President and Secretary ▇▇ ▇▇▇▇ ▇▇ ▇he Borrowers, counsel for the General Counsel or Associate General Counsel Borrowers, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAdministrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $3,000,000,000 364-Day Credit Agreement dated as of July 17August 7, 2002 1998 among the BorrowerCompany and Sprint Capital, as borrowers, the lenders and agents parties thereto and Citibankthereto, Citibank N.A., as administrative agent, Morgan Guaranty Trust Company of New York, as syndica▇▇▇▇ agent and each Bank of the Lenders that is a party to each such credit agreement hereby waivesAmerica National Trust and Savings Association and The Chase Manhattan Bank, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderas documentation agents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default, and (iii) The Borrower has terminated the commitments of the lenders and repaid or prepaid in full all amounts outstanding the 364-Day Revolving Credit Agreement dated as of May 29, 2001 among the Borrower, the lenders parties thereto and Citibank, N.A., as agent. By execution of this Agreement, each of the Lenders that is a lender under the credit agreement referred to in clause (iii) above hereby waives the requirement set forth in Section 2.05 of such credit agreement of three business days' prior notice to the termination of their commitments thereunder. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itLoan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it the Loan Documents and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate each of ▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, Secretary and General Counsel of the Borrower, and Miles & Stockbridge P.C., counsel for the Borrower, substantially in the form of Exhibit D-1 and substance satisfactory Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1998. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by described in the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto SEC Reports (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebyhereby and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described in the SEC Reports. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyby the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and invoiced expenses of the Agent and the Lenders with respect to this Agreement, including fees contemplated in the Information Memorandum, and (including ii) all facility fees accrued under the accrued fees and invoiced expenses Existing Credit Agreement as of counsel to the Agent)Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and the Revolving Credit Notes each Loan Document to be delivered by itwhich it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and such Notes each Loan Document to be delivered by which it is a party and the other documents to be delivered by it hereunderhereunder or thereunder. (iv) A favorable opinion An audited Consolidated balance sheet of the General Counsel or Associate General Counsel Borrower and its Subsidiaries and the related statements of income and cash flows of the BorrowerBorrower and its Subsidiaries, as of December 31, 1998. (v) A letter agreement, in form and substance satisfactory to the Agent, executed by each Loan Party acknowledging that all references in the Support Agreement to the Existing Agreement and the "Credit Agreement" will be deemed to be references to this Agreement. (vvi) A letter agreement, in form and substance satisfactory to the Agent, executed by the Borrower acknowledging that all references in the Collateral Assignment Agreement to the Existing Agreement and the "Credit Agreement" will be deemed to be references to this Agreement, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements (or amendments to financing statements), duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of Shearman C.C. ▇▇▇▇, ▇▇neral Counsel of the Parent and the Borrower, or T. A. ▇▇▇▇▇▇, Associate General Counsel of the Parent and the Borrower, substantially in the form of Exhibit F hereto and as to such other matters as any Lender through the Agent may reasonably request. (viii) A favorable opinion of King & Sterling LLPSpalding, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections Section 2.01. Section 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since June 30, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Significant Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by or contemplated in the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto SEC Reports (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebyhereby and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Significant Subsidiaries of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the The Lenders shall have been given such access access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyby the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced reasonable expenses of the Agent and the Lenders (including with respect to this Agreement for which the accrued fees and invoiced expenses of counsel Agent shall have made reasonable demand in accordance with Section 8.04 on or prior to the Agent)Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Borrower shall have delivered a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a Financial Officer of the Borrower. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Revolving Credit NotesLenders) in sufficient copies for each Lender: (i) The Revolving Credit Notes Notes, if any, to the order of each Lender requesting the Lenders to issuance of a Note as of the extent requested by any Lender Closing Date pursuant to Section 2.182.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes each Loan Document to be delivered by itwhich it is a party, and of all SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP 25 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes each Loan Document to be delivered by which it is a party and the other documents to be delivered by it hereunderhereunder or thereunder. (iv) A favorable opinion Copies of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the AgentSEC Reports. (v) A favorable opinion of Shearman & Sterling LLP▇.▇. ▇▇▇▇▇▇, counsel for the AgentGeneral Counsel of the Borrower, substantially in the form of Exhibit E hereto and substance as to such other matters as any Lender through the Agent may reasonably request. (vi) Evidence satisfactory to the AgentAgent that the Existing Credit Agreement shall have been or shall simultaneously with the initial Revolving Credit Advance hereunder be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been simultaneously with the initial Revolving Credit Advance hereunder be paid in full. (i) The Borrower Three-Year Agreement shall have terminated the commitments, and paid in full been duly executed by all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderthereto.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1994 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and invoiced expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Revolving Credit Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate Robert M. Reese, Vice Presid▇▇▇ ▇▇▇ General Counsel of the BorrowerCompany, substantially in the form of Exhibit G-1 hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Simpson Thacher & Bartlett, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ counsel to the Company, substantially in the form of Exhibit G-2 hereto. (vi) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ivii) The Borrower shall have terminated Such other approvals, opinions or documents as any Lender, through the commitmentsAgent, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of may reasonably request prior notice under each such credit agreement relating to the termination of commitments thereunderEffective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse ChangeChange since December 31, 2000. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Effect, except for matters disclosed by in the Borrower Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in filings with the United States Securities and Exchange Commission writing prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") Effective Date or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel for the Company and of Jones, Day, Reavis & Pogue, special counsel for the Borrower▇▇▇▇▇ny, in sub▇▇▇▇▇▇all▇ ▇▇ the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ih) The Borrower Company shall have terminated given notice to terminate the commitmentscommitments and, and paid given irrevocable notice to prepay in full all DebtIndebtedness, interest, fees and other amounts outstanding, under (i) the 364-Day Multicurrency Revolving Credit Facility Agreement dated as of July March 17, 2002 1999 among the BorrowerThe B.F. Goodrich Company and certain subsidiaries, as original ▇▇▇▇▇▇▇▇▇, ▇he B.F. Goodrich Company, as guarantor, the lenders and agents parties thereto and Citibankth▇▇▇▇▇ ▇▇▇ ▇▇▇ibank International plc, as administrative agent, and (ii) each of the bilateral credit facilities listed on Schedule II hereto, and each of the Lenders that is a party to each such any of the foregoing credit agreement facilities hereby waives, upon the execution of this Agreement the Agreement, any requirement of prior notice under each such credit agreement relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date hereof (the "Effective Date") on which ), provided that the following conditions precedent have been satisfiedsatisfied on such date: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1997. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by described in the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto SEC Reports (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebyhereby and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described in the SEC Reports. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyby the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid (i) all accrued fees and invoiced expenses of the Agent and the Lenders with respect to this Agreement, including fees contemplated in the Information Memorandum, and (including ii) all facility fees accrued under the accrued fees and invoiced expenses Original Credit Agreement as of counsel to the Agent)Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and the Revolving Credit Notes each Loan Document to be delivered by itwhich it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and such Notes each Loan Document to be delivered by which it is a party and the other documents to be delivered by it hereunderhereunder or thereunder. (iv) A favorable opinion An audited Consolidated balance sheet of the General Counsel or Associate General Counsel Borrower and its Subsidiaries and the related statements of income and cash flows of the BorrowerBorrower and its Subsidiaries, in form and substance satisfactory to the Agentas of December 31, 1997. (v) A support agreement in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Support Agreement"), duly executed by each Loan Party. (vi) A collateral assignment agreement in substantially the form of Exhibit G (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Collateral Assignment Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements (or amendments to financing statements), duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of Shearman C.C. ▇▇▇▇, ▇▇neral Counsel of the Parent and the Borrower, substantially in the form of Exhibit H hereto and as to such other matters as any Lender through the Agent may reasonably request. (viii) A favorable opinion of King & Sterling LLPSpalding, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse Change, in the case of the Parent and its Subsidiaries since December 31, 1996, and in the case of the Borrower, since the date of its formation. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by described in the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto SEC Reports (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebyhereby and there shall have been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described in the SEC Reports. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyby the Loan Documents. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (iii) The Parent shall have delivered a certificate, substantially in form of Exhibit E hereto, signed on behalf of the Parent by a Financial Officer of the Parent. 29 (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and the Revolving Credit Notes each Loan Document to be delivered by itwhich it is a party, and of all documents evidencing other necessary -necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach Loan Document to which it is a party. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower each Loan Party authorized to sign this Agreement and such Notes each Loan Document to be delivered by which it is a party and the other documents to be delivered by it hereunderhereunder or thereunder. (iv) An unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the related statements of income and cash flows of the Borrower and its Subsidiaries, as of December 31, 1996 and as filed by the Parent with the Securities and Exchange Commission on Form U-3A-2. (v) A support agreement in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Support Agreement"), duly executed by each Loan Party. (vi) A collateral assignment agreement in substantially the form of Exhibit G (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Collateral Assignment Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Support Agreement and the Collateral Assignment Agreement, covering the Assigned Rights described in the Support Agreement and the Collateral Assignment Agreement, and (B) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements. (vii) A favorable opinion of the General Counsel or Associate General C.C. ▇▇▇▇, ▇▇neral Counsel of the Parent and the Borrower, substantially in the form of Exhibit H hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (vviii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (iix) The Borrower Agent shall have terminated received on or before the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each Effective Date an executed copy of the Lenders that is a party to each such credit agreement hereby waivesAssignment Agreement, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating in form and substance satisfactory to the termination of commitments thereunderAgent.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03, 2.04 and 2.032.06. Sections 2.01 2.01, 2.03, 2.04 and 2.03 2.06 of this Agreement shall become effective on and as of the first date (the "“Effective Date"”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Parent Borrower's ’s Quarterly Report on Form 10-Q for the quarter ending March November 30, 2006, since August 31, 2003, since December 31, 2002 2006 there shall have occurred no Material Adverse Change. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Parent Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Parent Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "“Disclosed Litigation"”) or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Parent Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Parent Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Parent Borrower shall have notified the Agent as to the proposed Effective Date. (f) The Parent Borrower shall have paid all accrued fees and invoiced expenses of the Agent Agents and the Lenders (including the accrued fees and invoiced expenses of counsel to the AgentAgents). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Parent Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes and Swing Line Notes to the order of the relevant Lenders to the extent requested by any Lender pursuant to Section 2.182.22. (ii) Certified copies of the resolutions of the Board of Directors of the each Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Parent Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Sterling B▇▇▇▇▇▇▇ LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Parent Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364Five-Day Year Credit Agreement dated as of July 17June 4, 2002 2004 among the Parent Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2000. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent Agent, who will promptly notify each Lender, in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.and (iii) A certificate The Borrower has terminated the commitments of the Secretary lenders and repaid or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agent. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid prepaid in full all Debt, interest, fees amounts outstanding under (A) the Amended and other amounts outstanding, under the 364-Day Restated Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.Agreement

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01, 2.03 and 2.032.17. Sections 2.01 2.01, 2.03 and 2.03 2.17 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of There shall have occurred no Material Adverse Change with respect to the Effective DateBorrower since March 25, except 1995, other than as disclosed in the Borrower's Quarterly Report provided on Form 10-Q for the quarter ending March 31Schedule 4.01(e) hereto, 2003, since December 31, 2002 and there shall have occurred no Material Adverse ChangeChange with respect to the Guarantor since December 31, 1994. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower either Loan Party or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note other Loan Document or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders or the Issuing Bank during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders and the Issuing Bank shall have been given such access to the management, records, books of account, contracts and properties of the Borrower each Loan Party and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLenders or the Issuing Bank) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders and the Issuing Bank that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender, the Issuing Bank and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent Administrative Agent, the Issuing Bank and the Lenders (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender and the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 each Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each LenderLender and the Issuing Bank: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower each Loan Party approving this Agreement and Agreement, the Revolving Credit Notes Notes, each other Loan Document to which it is or is to be delivered by ita party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and such Noteseach other Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower each Loan Party certifying the names and true signatures of the officers of the Borrower such Loan Party authorized to sign this Agreement and such Notes Agreement, the Notes, each other Loan Document to which it is or is to be delivered by it a party and the other documents to be delivered by it hereunderhereunder and thereunder. (iv) A favorable opinion guaranty in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the General Counsel or Associate "Guaranty"), duly executed by the Guarantor. (v) Favorable opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, New York counsel for the Borrower, and the General Counsel of the Borrower, substantially in the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender or the AgentIssuing Bank through the Administrative Agent may reasonably request. (vvi) Favorable opinions of Shin & ▇▇▇, counsel for the Guarantor, and the Corporate Counsel of the Guarantor, substantially in the form of Exhibits G-1 and G-2 hereto, respectively, and as to such other matters as any Lender or the Issuing Bank through the Administrative Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.15. Sections 2.01 and 2.03 2.15 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which , subject to the following conditions precedent have been satisfiedthat: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1996. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would reasonably be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b). (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with this Agreement or the transactions contemplated hereby and with the execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (fd) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and all accrued financing fees of the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices at least one Business Day prior to the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (he) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the those Lenders that have requested Notes prior to the extent requested by any Lender pursuant to Section 2.18Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itany Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such any Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such any Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of An environmental assessment update report prepared by the Borrower, in form form, scope and substance reasonably satisfactory to the AgentLenders, as to any material environmental hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, and the Lenders shall be reasonably satisfied with the amount and nature of any such hazards or liabilities and with the Borrower's plans with respect thereto. (v) A favorable opinion of Cravath, Swaine & ▇▇▇▇▇, special counsel for the Borrower, substantially in the form of Exhibit F-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent The obligations of the Lender to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement make the Loan shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfiedsatisfied or waived: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1997. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding or, to the knowledge of the Borrower, investigation affecting the Borrower or any of its Consolidated Significant Subsidiaries or the Guarantor or any of its Significant Subsidiaries pending or, to its knowledgethe knowledge of the Borrower, threatened before any court, court or arbitrator or before or by any governmental agency or arbitrator regulatory authority that (i) could be is reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports adversely affects the Lender's rights and is reasonably likely interests with respect to affect the legality, validity Loan or enforceability of the transactions contemplated hereby or affects the Borrower's ability to perform its obligations under this Agreement or any the Note or the consummation of Guarantor's ability to perform its obligations under this Agreement and the transactions contemplated herebyGuarantee. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third third-party consents and approvals necessary in connection with the execution, delivery and performance by the Borrower of this Agreement or the Note and by the Guarantor of this Agreement and the Guarantee, and all material governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby and thereby, shall have been obtained to the extent required to be obtained on or prior to the Effective Date (without the imposition of any conditions that are not acceptable to the LendersLender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower shall have notified the Agent Lender in writing as to the proposed Effective Date. (fe) The Borrower shall have paid all accrued fees and invoiced out-of- pocket expenses of the Agent and the Lenders Lender (including the accrued reasonable fees and invoiced expenses of counsel to the Agent)Lender) for which invoices have been presented to the Borrower. (gf) On the Effective Date, the following statements shall be true and the Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 Article IV are true and correct on and as of the Effective Date, ; and (ii) No event no Default has occurred and is continuing that constitutes a Defaultcontinuing. (g) The Lender shall have received the Note, dated the Effective Date, to the order of the Lender. (h) The Agent Lender shall have received the Guarantee, dated the Effective Date, irrevocably guaranteeing the obligations hereunder and under the Note. (i) The Lender shall have received on or before the Effective Date the following, each dated such daydate, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order Certified copies of the Lenders resolutions of the Advisory Committee of the Borrower approving this Agreement and the Note, and of all documents evidencing other necessary company action and governmental approvals, if any, with respect to this Agreement and the extent requested by any Lender pursuant to Section 2.18Note. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Guarantor approving this Agreement and the Revolving Credit Notes to be delivered by itGuarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notesthe Guarantor. (iii) A certificate of the Secretary or an Assistant Secretary officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it the Note and the other documents to be delivered by it hereunder. (iv) A favorable certificate of an officer of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered hereunder. (v) A legal opinion of the General Counsel or Associate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially in the form and substance satisfactory to the Agent.of Exhibit C. (vvi) A favorable legal opinion of Shearman Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & Sterling ▇▇▇▇ LLP, special counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, substantially in the lenders and agents parties thereto and Citibank, as administrative agent, and each form of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.Exhibit D.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.032.15. Sections 2.01 and 2.03 2.15 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which , subject to the following conditions precedent have been satisfiedthat: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1996. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would reasonably be reasonably likely expected to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions (other than the Acquisition) contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b). (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals (other than consents and approvals in connection with the Acquisition, 35 including any consents and approvals under the HSR Act or any similar foreign law or regulation) necessary in connection with this Agreement or the transactions contemplated hereby and with the execution, delivery and performance of this Agreement and the Notes shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. All applicable waiting periods (other than any waiting periods in connection with the Acquisition under the HSR Act or any similar foreign law or regulation) shall have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent as to the proposed Effective Date. (fd) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and all accrued financing fees of the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent); provided, however, that the Borrower shall only be obligated to pay on the Effective Date those expenses for which it has received invoices at least one Business Day prior to the Effective Date. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (he) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the those Lenders that have requested Notes prior to the extent requested by any Lender pursuant to Section 2.18Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itany Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such any Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such any Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion The environmental assessment update report dated July 29, 1997 prepared by the Borrower as to any material environmental hazards or liabilities to which the Borrower or any of the General Counsel or Associate General Counsel of the Borrower, in form and substance satisfactory to the Agentits Subsidiaries may be subject. (v) A favorable opinion of Cravath, Swaine & ▇▇▇▇▇, special counsel for the Borrower, substantially in the form of Exhibit E-1 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially in the form of Exhibit E-2 hereto and as to such other matters as any Lender through the Agent may reasonably request. (vii) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 2.01(b) and 2.032.04. Sections 2.01 2.01(b) and 2.03 2.04 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of Except for matters disclosed in the Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in writing prior to the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledgethe knowledge of the Secretary or Treasurer of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Effect, except for matters disclosed by in the Borrower Company's SEC Reports or except as otherwise disclosed to the Agent and the Lenders in filings with the United States Securities and Exchange Commission writing prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") Effective Date or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)Lenders. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.17. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel for the Company and of ▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the BorrowerCompany, substantially in the form of Exhibits F-1 and substance satisfactory F-2 hereto, respectively, and as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1999. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the each Borrower approving authorizing this Agreement and the Revolving Credit Notes to be delivered executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel ▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Secretary of each of the BorrowerBorrowers, counsel for the Borrowers, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAdministrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $3,000,000,000 364-Day Credit Agreement dated as of July 17August 6, 2002 1999 among the BorrowerCompany and Sprint Capital, as borrowers, the lenders and agents parties thereto and Citibankthereto, Citibank N.A., as administrative agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as book manager and each arranger, ▇▇▇▇▇▇ Guaranty Trust Company of the Lenders that is a party to each such credit agreement hereby waivesNew York, upon execution as syndication agent and Bank of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderAmerica, N. A. National Trust and Savings Association and The Chase Manhattan Bank, as documentation agents.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2001. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them reasonably to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Initial Borrowers shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower Initial Borrowers shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the each Initial Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the each Initial Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Initial Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the ▇▇▇▇▇▇▇ ▇▇▇▇▇, Assistant General Counsel or Associate General Counsel for the Company, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17March 5, 2002 2001, as amended, among the BorrowerCompany, the lenders and agents parties thereto and Citibank, as agent, and under the Credit Agreement dated as of December 8, 1998, as amended, among the Company, the lenders parties thereto and The First National Bank of Chicago, as administrative agent, and each of the Lenders that is a party to each such credit agreement facility hereby waives, upon execution of this Agreement the requirement of prior Agreement, any notice under each such credit agreement required by said Credit Agreements relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its or their knowledge, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto that could reasonably be expected to have a Material Adverse Effect. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all invoiced accrued fees and invoiced expenses of the Agent and the Lenders (including the invoiced accrued reasonable fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 and in each other Loan Document are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) An amended and restated security agreement in substantially the form of Exhibit D hereto (as amended, modified or otherwise supplemented from time to time, the "Security Agreement"), duly executed by the Borrower, together with: (A) acknowledgment copies of proper financing statements, duly filed on or before such day under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before such day, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name the Borrower as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement and that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements) that the Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (iii) Evidence of the insurance required by the terms of the Collateral Documents, (iv) Favorable opinions of local counsels with respect to the Security Agreement , in form and substance satisfactory to the Agent. (v) Amendments in form and substance satisfactory to the Agent of the deeds of trust and mortgages covering the properties listed in Schedule II hereto and delivered pursuant to the Existing Credit Agreement (as amended, modified or otherwise supplemented from time to time, the "Mortgages"), each duly executed by the Borrower, together with a Mortgage Modification Endorsement to the Lender's title insurance policy delivered with respect to each such Mortgage under the Existing Credit Agreement in form and substance satisfactory to the Agent. (vi) Amendments in form and substance satisfactory to the Agent of the Collateral Trust Agreements, each dated as of January 25, 2002 (as amended, modified or otherwise supplemented from time to time, the "Collateral Trust Agreements") between the Collateral Trustees named therein and the Borrower, duly executed by the Collateral Trustees and the Borrower. (vii) An agreement in form and substance satisfactory to the Agent among the Collateral Trustees, the Borrower, the Agent and the duly authorized representative of the creditors parties to the Receivables Financing (as amended, modified or otherwise supplemented from time to time, the "Intercreditor Agreement"). (viii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by iteach other Loan Document, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Noteseach other Loan Document. (iiiix) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such Notes to be delivered by it each other Loan Document and the other documents to be delivered by it hereunder. (ivx) A favorable opinion of the General Counsel or Associate General Counsel in-house counsel of the Borrower, substantially in the form of Exhibit E hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (vxi) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Receivables Financing shall have been consummated having a Total Commitment Amount (as defined in the Receivable Purchase Agreement) of not less than $225,000,000 and having a tenor of not less than three years. (j) The Borrower shall have terminated received cash proceeds of not less than $190,000,000 from the commitmentsissuance of senior notes in the debt markets having a maturity no earlier than 90 days after the Termination Date, and paid $87,775,000 of such cash proceeds shall have been delivered to Citibank in full all Debt, interest, fees and other amounts outstanding, under accordance with an escrow agreement in substantially the 364-Day Credit Agreement dated as form of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderExhibit F hereto.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1998. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent). (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.182.16. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, in form and substance satisfactory a favorable opinion of ▇▇▇▇▇ & Lardner, counsel to the AgentBorrower, substantially in the form of Exhibit D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (i) The Borrower shall have repaid in full of all amounts outstanding and terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, commitments of the lenders under each of (i) the $75,000,000 364-Day Credit Agreement revolving credit agreement dated as of July 17March 23, 2002 1998 between the Borrower and Citibank and (ii) the $100,000,000 five year revolving credit agreement dated as of September 5, 1997 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agentBank of America NT&SA, The First National Bank of Chicago and Bank of Montreal, and each of the Lenders that is a party to each either such credit agreement hereby waives, upon execution of this Agreement the Agreement, any notice requirement of prior notice under each such credit agreement relating to the termination of commitments thereunder. (j) The conditions precedent set forth in Section 3.01(a) through (i) of the 364-Day Credit Agreement dated as of August 23, 1999 among the Borrower, the lenders parties thereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as lead arranger and book manager, Banc One Capital Markets Inc., as co-arranger, Citibank, as administrative agent, and The First National Bank of Chicago, as syndication agent, shall have been satisfied.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2002. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, the Borrower Nothing shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Company and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower Company shall have notified each Lender and the Administrative Agent in writing as to the proposed Effective Date. (f) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Administrative Agent and the Lenders in connection with this Agreement and the transactions contemplated hereby (including the accrued fees and invoiced expenses of counsel to the Administrative Agent). (g) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the each Borrower approving authorizing this Agreement and the Revolving Credit Notes to be delivered executed by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel Michael T. Hyde, Assistant Secretary of each of the BorrowerBorro▇▇▇▇, ▇▇▇▇▇▇▇ ▇or the Borrowers, substantially in the form of Exhibit D hereto and substance satisfactory as to such other matters as any Lender through the AgentAdministrative Agent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. (i) The Borrower Borrowers shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the $1,500,000,000 364-Day Credit Agreement dated as of July 17August 9, 2002 among the BorrowerCompany and Sprint Capital, as borrowers, the lenders and agents parties thereto and Citibankthereto, Citibank N.A., as administrative agent, Salomon Smith Barney Inc. and each J.P. Morgan Securities Inc., as jo▇▇▇ ▇▇▇▇ ▇▇▇▇n▇▇▇▇ ▇nd book m▇▇▇▇▇▇▇, ▇PMorgan Chase Bank, as syndication agent, and Bank of America, N.A., Deutsche Bank AG New York Branch and UBS AG, Stamford Branch, as documentation agents. Each of the Lenders that is a party to each such the above described credit agreement agreement, by execution hereof, hereby waives, upon execution of this Agreement waives the requirement of prior three business days' notice under each such credit agreement relating to the termination of the commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1994 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and invoiced expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.18Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Revolving Credit Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate Robert M. Reese, Vice Preside▇▇ ▇▇▇ General Counsel of the BorrowerCompany, substantially in the form of Exhibit H-1 hereto and substance satisfactory as to such other matters as any Lender through the AgentAgent may reasonably request. (v) A favorable opinion of Simpson Thacher & Bartlett, s▇▇▇▇▇▇ N▇▇ ▇▇▇▇ counsel to the Company, substantially in the form of Exhibit H-2 hereto. (vi) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ivii) The Borrower shall have terminated Such other approvals, opinions or documents as any Lender, through the commitmentsAgent, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among the Borrower, the lenders and agents parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement hereby waives, upon execution of this Agreement the requirement of may reasonably request prior notice under each such credit agreement relating to the termination of commitments thereunderEffective Date.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 2000 except as disclosed by the Company in writing to the Lenders prior to the date of execution of this Agreement. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Consolidated Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could would be reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company and its Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective Date, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower Company shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower Company shall have paid all accrued fees and invoiced expenses of the Agent and the Lenders that shall have been invoiced as of the Effective Date (including the accrued fees and invoiced expenses of counsel to the Agent), in each case solely to the extent such fees and expenses are required by other provisions of this Agreement to be so paid. (gf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the BorrowerCompany, dated the Effective Date, stating that: (i) The representations and warranties of the Company contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (hg) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders Lenders, respectively, to the extent requested by any Lender pursuant to Section 2.18. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower Company approving this Agreement (including the Commitment Increase contemplated by Section 2.05(c)) and the Revolving Credit Notes to be delivered by itof the Company, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and such the Notes to be delivered by it of the Company and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the Robert M. Reese, Vice President and General Counsel or Associate General Counsel o▇ ▇▇▇ ▇▇▇▇▇▇▇, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Borrower, in form and substance satisfactory to the AgentAgent may reasonably request. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ivi) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request prior to the Effective Date. (h) The Borrower Company shall have terminated the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under (i) the Existing Credit Agreement and (ii) the $200,000,000 364-Day Credit Agreement dated as of July 17December 15, 2002 1995 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") among the Borrower, as borrower, the lenders and agents nd arrangers parties thereto and Citibank, as administrative agent, and each of the Lenders that is a party to each such credit agreement facility hereby waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05 of the Existing Credit Agreement and Section 2.05 of the requirement of prior notice under each such credit agreement 364-Day Credit Agreement, respectively, relating to the termination of commitments thereunder.

CONDITIONS TO EFFECTIVENESS AND LENDING. SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date occurring not later than March 20, 1998 (the "Effective Date") on which the following conditions precedent have been satisfied: (a) As of the Effective Date, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, since December 31, 2002 there There shall have occurred no Material Adverse ChangeChange since December 31, 1996. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Consolidated Material Subsidiaries pending or, to its knowledge, or threatened before any court, governmental agency or arbitrator that (i) could be is reasonably likely to have a Material Adverse Effect other than the matters disclosed by the Borrower in filings with the United States Securities and Exchange Commission prior to the date hereof or described on Schedule 3.01(b) hereto (collectively, the "Disclosed Litigation") or (ii) purports and is reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note Loan Document or the consummation of the transactions contemplated herebythereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower and its Material Subsidiaries taken as a whole, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) As of the Effective DateAll governmental, the Borrower shall not have been notified that anything has come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental regulatory and third party consents and approvals necessary in connection with the transactions contemplated hereby (including, without limitation, all consents and approvals required under PUHCA) shall have been obtained (without the imposition of any conditions that are not acceptable to in the reasonable judgment of the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (ed) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (fe) The Borrower shall have paid all accrued fees and invoiced expenses of the Agent and fees of the Lenders (including the accrued fees and invoiced expenses of counsel to the Agent)) and fees of the Co-Documentation Agents then due; provided that the Borrower shall not be required to pay any expenses (including fees and expenses of counsel to the Agent) on the Effective Date unless the Borrower shall have received an invoice therefor at least three Business Days prior to the Effective Date. (gf) On the Effective Date, the following statements shall be true and the Agent shall have 32 37 received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No no event has occurred and is continuing that constitutes a Default, and (iii) the Information Memorandum and all other information, exhibits and reports furnished by the Borrower to the Agent and the Lenders in connection with the negotiation of the Loan Documents, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (g) The Borrower shall have received, and shall continue to maintain as of the Effective Date, a long term unsecured debt rating equal to or higher than BBB+ from S&P and equal to or higher than Baa1 from Mood▇'▇. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes and the Swing Line Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes to the order of the Lenders and the Swing Line Notes to the extent requested by any Lender pursuant to Section 2.18order of the Swing Line Banks, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Revolving Credit Notes to be delivered by itFacilities, and of all documents evidencing other necessary corporate action action, governmental and governmental approvalsregulatory approvals and third party consents (including, if anywithout limitation, all approvals and consents required under PUHCA) with respect to this Agreement and such the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and such the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of the General Counsel or Associate General Counsel of LeBoeuf, Lamb, Gree▇▇ & ▇acR▇▇, L.L.P., counsel for the Borrower, substantially in the form and substance satisfactory to the Agentof Exhibit E hereto. (v) A favorable opinion of Shearman & Sterling LLPSterling, counsel for the Agent, in form and substance satisfactory to the Agent. (ivi) Such other approvals, opinions or documents as any Lender through the Agent may reasonably request. (vii) The Borrower Agent shall have terminated received on or before the commitments, and paid in full all Debt, interest, fees and other amounts outstanding, under the 364-Day Credit Agreement dated as of July 17, 2002 among Effective Date a letter from the Borrower, dated on or before such day, terminating in whole the lenders and agents parties thereto and Citibank, as administrative agentcommitments of the banks party to the Existing Agreement, and each of the Lenders that is a party to each such credit agreement hereby the Existing Agreement waives, upon execution of this Agreement, the three Business Days' notice required by Section 2.05(a) of the Existing Agreement the requirement of prior notice under each such credit agreement relating to the termination of commitments thereunderunder the Existing Agreement.