-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvVIKP22UpdrZ60sItbgJaGAPqKFdGHcpOdzVQ4/9X0x70+CNGSvsmghqF3PgMHk durSlGpnM1Bty/eCGCvP5g== /in/edgar/work/0000950131-00-006336/0000950131-00-006336.txt : 20001114 0000950131-00-006336.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950131-00-006336 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R R & SONS CO CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: [2750 ] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04694 FILM NUMBER: 760883 BUSINESS ADDRESS: STREET 1: 77 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123268000 MAIL ADDRESS: STREET 1: 77 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 10-Q 1 0001.htm 3RD QUARTER FORM 10-Q 3RD QUARTER FORM 10-Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2000
 
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 1-4694
 
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
36-1004130
(I.R.S. Employer
Identification No.)
 
77 West Wacker Drive,
Chicago, Illinois
(Address of principal executive offices)
60601
(Zip Code)
 
Registrant’s Telephone Number (312) 326-8000
 
        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
 
ü
Yes
No
 
Number of shares of common stock outstanding
as of October 31, 2000
122,041,376
 
PART I
 
FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
Index
      Page
Number(s)
                         Condensed Consolidated Statements of Income (Unaudited) for the
                              Three and Nine Months Ended September 30, 2000 and 1999 		     3
 
                         Condensed Consolidated Balance Sheets as of September 30, 2000
                              (Unaudited) and December 31, 1999 		     4
 
                         Condensed Consolidated Statements of Cash Flows (Unaudited) for
                              the Nine Months Ended September 30, 2000 and 1999 		     5
 
                         Notes to Condensed Consolidated Financial Statements
                              (Unaudited) 		     6 - 10
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  
                         Comparison of Third Quarter and First Nine Months of 2000 to
                              1999 		     11 - 17
 
                         Changes in Financial Condition      17 - 18
 
                         Year 2000 and System Infrastructure      18
 
                         Other Information      19 - 21
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk      21
 
PART II  
OTHER INFORMATION  
Item 1. Legal Proceedings      22
 
Item 5. Other Information      22
 
Item 6. Exhibits and Reports on Form 8-K      22
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(Thousands of dollars, except per-share data)
 
       Three Months Ended
September 30
      Nine Months Ended
September 30
       2000
      1999
      2000
      1999
Net sales      $1,433,000        $1,399,400        $4,164,775        $3,878,287  
Cost of sales      1,126,484        1,077,745        3,347,607        3,054,447  
     
     
     
     
  
Gross profit      306,516        321,655        817,168        823,840  
Selling and administrative expenses      149,591        163,965        452,456        471,671  
     
     
     
     
  
Earnings from operations      156,925        157,690        364,712        352,169  
Other income (expense):                    
Interest expense      (22,810 )      (23,084 )      (69,912 )      (66,705 )
Other, net      15,980        4,559        22,841        15,447  
     
     
     
     
  
Earnings from continuing operations before income
     taxes		      150,095        139,165        317,641        300,911  
Income taxes      57,787        53,578        122,292        115,851  
     
     
     
     
  
Income from continuing operations      92,308        85,587        195,349        185,060  
Loss from discontinued operations, net of income
     taxes		      —         —         —         (3,007 )
     
     
     
     
  
Net income      $      92,308        $      85,587        $    195,349        $    182,053  
     
     
     
     
  
Income from continuing operations per share of
     common stock		                    
     Basic      $          0.76        $          0.67        $          1.60        $          1.42  
     Diluted      0.75        0.67        1.59        1.41  
Loss from discontinued operations per share of
     common stock		                    
     Basic      $          —         $          —         $          —         $        (0.02 )
     Diluted      —         —         —         (0.02 )
Net income per share of common stock                    
Basic      $          0.76        $          0.67        $          1.60        $          1.40  
Diluted      0.75        0.67        1.59        1.39  
 
See accompanying Notes to Condensed Consolidated Financial Statements.
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
September 30, 2000 and December 31, 1999
(Thousands of dollars, except share data)
 
ASSETS
       2000
      1999
Cash and equivalents      $      48,792        $      41,873  
Receivables, less allowance for doubtful accounts of $18,744 in 2000 and
     $15,461 in 1999		      926,431        865,305  
Inventories      220,951        194,312  
Prepaid expenses      68,838        51,781  
Refundable income taxes      —         76,579  
     
     
  
          Total current assets      1,265,012        1,229,850  
     
     
  
Net property, plant and equipment, at cost, less accumulated depreciation of
     $2,993,549 in 2000 and $2,822,737 in 1999		      1,642,817        1,710,669  
Goodwill and other intangibles, net of accumulated amortization
     of $250,322 in 2000 and $217,616 in 1999		      537,253        397,983  
Other noncurrent assets      556,121        514,962  
     
     
  
          Total assets      $4,001,203        $3,853,464  
     
     
  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable      $    323,991        $    334,389  
Accrued compensation      179,369        175,590  
Short-term debt      391,957        419,555  
Current and deferred income taxes      65,823        10,894  
Other accrued liabilities      357,826        263,035  
     
     
  
          Total current liabilities      1,318,966        1,203,463  
     
     
  
Long-term debt      753,093        748,498  
Deferred income taxes      255,813        252,884  
Other noncurrent liabilities      478,523        510,361  
     
     
  
          Total noncurrent liabilities      1,487,429        1,511,743  
     
     
  
Shareholders’ equity:          
          Common stock at stated value ($1.25 par value)            
               Authorized shares: 500,000,000; Issued 140,889,050 in 2000 and 1999      308,462        308,462  
          Retained earnings      1,599,409        1,521,474  
          Accumulated other comprehensive income      (75,805 )      (64,154 )
          Unearned compensation      (7,397 )      (6,222 )
          Reacquired common stock, at cost      (629,861 )      (621,302 )
     
     
  
                               Total shareholders’ equity      1,194,808        1,138,258  
     
     
  
                               Total liabilities and shareholders’ equity      $4,001,203        $3,853,464  
     
     
  
 
See accompanying Notes to Condensed Consolidated Financial Statements.
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
For the Nine Months Ended September 30
(Thousands of dollars)
 
       2000
      1999
Cash flows provided by (used for) operating activities:        
          Net income      $ 195,349        $ 182,053  
          Loss from discontinued operations, net of tax      —         3,007  
          Depreciation      242,686        242,358  
          Amortization      44,085        36,158  
          Gain on sale of assets      (5,871 )      (4,794 )
          Net change in operating working capital      (93,544 )      (72,205 )
          Net change in other assets and liabilities      121,263        (224 )
          Other      1,538        12,649  
     
     
  
Net Cash Provided by Operating Activities      505,506        399,002  
     
     
  
Cash flows provided by (used for) investing activities:              
          Capital expenditures      (181,151 )      (198,267 )
          Other investments including acquisitions, net of cash acquired      (220,679 )      (170,394 )
          Dispositions of assets including investments, net of cash      22,289        5,630  
     
     
  
Net Cash Used for Investing Activities      (379,541 )      (363,031 )
     
     
  
Cash flows provided by (used for) financing activities:              
          Net (decrease) increase in borrowings      (17,014)        299,216  
          Issuances of common stock      5,687        15,196  
          Acquisition of common stock      (22,573 )      (265,154 )
          Cash dividends paid      (87,058 )      (83,429 )
     
     
  
Net Cash Used for Financing Activities      (120,958 )      (34,171 )
     
     
  
Effect of exchange rate changes on cash and equivalents      1,912        (1,353 )
Net Change in Cash and Equivalents      6,919        447  
Cash and Equivalents at Beginning of Period      41,873        66,226  
     
     
  
Cash and Equivalents at End of Period      $    48,792        $    66,673  
     
     
  
 
See accompanying Notes to Condensed Consolidated Financial Statements.
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
        NOTE 1. The condensed consolidated financial statements included herein are unaudited (although the balance sheet at December 31, 1999 is condensed from the audited balance sheet at that date) and have been prepared by the company to conform with the requirements applicable to this quarterly report on Form 10-Q. Certain information and disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been omitted as permitted by such requirements. However, the company believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the company’s 1999 Annual Report on Form 10-K.
 
        The condensed consolidated financial statements included herein reflect, in the opinion of the company, all adjustments (which include only normal, recurring adjustments) necessary to present fairly the financial information for such periods. Certain prior year amounts have been reclassified to maintain comparability with current year classifications.
 
        NOTE 2. Components of the company’s inventories at September 30, 2000, and December 31, 1999, were as follows:
 
       (Thousands of
Dollars)
       2000
      1999
Raw materials and manufacturing supplies      $128,549        $125,014  
Work in process      202,689        150,992  
Finished goods      2,446        1,388  
Progress billings      (65,000 )      (39,901 )
LIFO reserve      (47,733 )      (43,181 )
     
     
  
                    Total      $220,951        $194,312  
     
     
  
 
        NOTE 3. The following provides supplemental cash flow information:  
       (Thousands of
Dollars)
       Nine Months Ended
September 30
       2000
      1999
Interest paid      $  57,536        $  44,194  
Income taxes paid      $  59,652        $  61,459  
 
        NOTE 4. On November 25, 1996, a purported class action was brought against the company in federal district court in Chicago, Illinois, on behalf of all current and former African-American employees, alleging that the company racially discriminated against them in violation of the Civil Rights Act of 1871, as amended, and the U.S. Constitution (Jones, et al. v. R.R. Donnelley & Sons Co.). The complaint seeks declaratory and injunctive relief, and asks for actual, compensatory, consequential and punitive damages in an amount not less than $500 million. Although plaintiffs seek nationwide class certification, most of the specific factual assertions of the complaint relate to the closing by the company of its Chicago catalog operations in 1993. Other general claims relate to other company locations. On August 10, 1999, the district court judge denied the company’s motion for partial summary judgment on the basis of timeliness.
 
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
        On December 18, 1995, a class action was filed against the company in federal district court in Chicago alleging that older workers were discriminated against in selection for termination upon the closing of the Chicago catalog operations (Gerlib, et al. v. R.R. Donnelley & Sons Co.). The suit also alleges that the company violated the Employee Retirement Income Security Act (ERISA) in determining benefits payable to retiring or terminated employees. On August 14, 1997, the court certified classes in both the age discrimination and ERISA claims limited to former employees of the Chicago catalog operations.
 
        On June 30, 1998, a purported class action was filed against the company in federal district court in Chicago on behalf of current and former African-American employees, alleging that the company racially discriminated against them in violation of Title VII of the Civil Rights Act of 1964 (Adams, et al. v. R.R. Donnelley & Sons Co.). While making many of the same general discrimination claims contained in the Jones complaint, the Adams plaintiffs are also claiming retaliation by the company for the filing of discrimination charges or otherwise complaining of race discrimination. The complaint seeks the same relief and damages as sought in the Jones case.
 
        Both the Jones and Gerlib cases relate primarily to the circumstances surrounding the closing of the Chicago catalog operations. The company believes that it acted properly in the closing of the operations. Further, with regard to all three cases, the company believes it has a number of valid defenses to all of the claims made and will vigorously defend its actions. However, management is unable to make a meaningful estimate of any loss that could result from an unfavorable outcome of any of the pending cases.
 
        In December 1999, the U.S. Environmental Protection Agency, Region 5 (U.S. EPA) issued a Notice of Violation against the company, pursuant to Section 113 of the Clean Air Act (the Act). The notice alleges that the company’s facility in Willard, Ohio, violated the Act and Ohio’s State Implementation Plan in installing and operating certain equipment without appropriate air permits. While the notice does not specify the remedy sought, upon final determination of a violation, U.S. EPA may issue an administrative order requiring the installation of air pollution control equipment, assess penalties, or commence civil or criminal action against the company. The company responded to U.S. EPA on March 10, 2000. The company does not believe that any unfavorable result of this proceeding will have a material impact on the company’s financial position or results of operations.
 
        In addition, the company is a party to certain litigation arising in the ordinary course of business which, in the opinion of management, will not have a material adverse effect on the operations or financial condition of the company.
 
        NOTE 5. Under Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, the company reports changes in shareholders’ equity that result from either recognized transactions or other economic events, excluding capital stock transactions, which impact shareholders’ equity. For the company, the only difference between net income and comprehensive income was the effect of the change in unrealized foreign currency translation losses as follows:
 
       (Thousands of Dollars)
      (Thousands of Dollars)
       Three Months Ended
September 30
      Nine Months Ended
September 30
       2000
      1999
      2000
      1999
Net income      $92,308        $85,587        $195,349        $182,053  
Unrealized foreign currency loss       (5,796 )      (4,230 )      (11,651 )      (12,364 )
       
       
       
       
  
Comprehensive income      $86,512        $81,357        $183,698        $169,689  
       
       
       
       
  
 
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
        NOTE 6. The company operates primarily within the commercial print portion of the printing industry, with related service offerings designed to offer customers complete solutions for communicating their messages to target audiences. Substantially all revenues within commercial printing result from the sale of printed products and services to customers in the following end-markets: Long-Run Magazines, Catalogs and Inserts; Book Publishing Services; Financial Services; Telecommunications; Short-Run Magazines and Catalogs (served by our Specialized Publishing Services operation); and International, which provides similar products and services outside the United States. The company’s Premedia services, which include capturing content, converting it to the appropriate format and channeling it to multiple communications media, are included within the reportable segment “Commercial Print.”
 
        R.R. Donnelley Logistics Services (Donnelley Logistics) represents the company’s logistics and distribution services operation for its print customers and other mailers. Donnelley Logistics serves its customers by consolidating and delivering printed product and parcels to the U.S. Postal Service closer to the final destination, thereby resulting in reduced postage costs and improved delivery performance. Following the company’s acquisition of certain net assets of CTC Distribution Services LLC (CTC) in February 2000, the combined operations of Donnelley Logistics and CTC have been included within the reportable segment “Logistics Services” for the three and nine months ended September 30, 2000. Prior year amounts have been restated to reflect the current year presentation. Refer to Note 9 for additional information regarding the acquisition of CTC.
 
        In connection with the acquisition of CTC, the company has changed its presentation of reported operating results for Donnelley Logistics. Previously, net sales of Donnelley Logistics were classified net of transportation costs. For the three and nine months ended September 30, 2000, the company reported net sales for Logistics Services on a gross basis, without deducting transportation costs. Cost of sales for Logistics Services now includes the cost of transportation. The effect of this change for the three and nine months ended September 30, 1999, was to increase both net sales and cost of sales by $59 million and $163 million, respectively; there was no impact on gross profit or earnings (loss) from operations.
 
        For the three and nine months ended September 30, 2000, Logistics Services’ operating results include net sales from CTC of $84 million and $234 million, respectively.
 
        The company has disclosed earnings (loss) from operations as the primary measure of segment earnings (loss). This is the measure of profitability used by the company’s chief operating decision-maker that is most consistent with the presentation of profitability reported within the consolidated financial statements. The accounting policies of the business segments reported are the same as those described in the “Summary of Significant Accounting Policies” (F-6 in the 1999 Annual Report on Form 10-K).
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
 
Industry Segment Information
 
In Thousands
   Commercial
Print
    Logistics
Services
    Other (1)
    Corporate
    Discontinued
Operations (2)
    Consolidated
Total
Third Quarter Ended
     September 30, 2000		                  
Net sales    $1,265,416    $164,593      $    2,991      $    —       $   —     $1,433,000
Earnings (loss) from operations    164,001    (2,857 )    (10,722 )    6,503      —     156,925
Earnings (loss) from continuing
     operations before income taxes		    171,401    (2,882 )    (13,269 )    (5,155 )    —     150,095
 
Third Quarter Ended
     September 30, 1999		                  
Net sales    $1,265,489    $  72,472      $  61,439      $        —       $      —     $1,399,400
Earnings (loss) from operations    152,672    3,359      (393 )    2,052      —     157,690
Earnings (loss) from continuing
     operations before income taxes		    156,605    3,321      (621 )    (20,140 )    —     139,165
 
Nine Months Ended
     September 30, 2000		                  
Net Sales    $3,680,304    $471,368      $  13,103      $        —       $      —     $4,164,775
Earnings (loss) from operations    370,289    (3,931 )    (23,477 )    21,831      —     364,712
Earnings (loss) from continuing
     operations before income taxes		    388,188    (4,031 )    (27,038 )    (39,478 )    —     317,641
Assets    3,083,697    239,466      33,113      644,927      —     4,001,203
 
Nine Months Ended
     September 30, 1999		                  
Net Sales    $3,500,538    $198,007      $179,742      $        —       $      —     $3,878,287
Earnings (loss) from operations    341,595    6,172      (1,572 )    5,974      —     352,169
Earnings (loss) from continuing
     operations before income taxes		    353,054    6,134      (2,311 )    (55,966 )    —     300,911
Assets    3,181,298    50,077      101,800      605,657      40,582    3,979,414
 
(1)
Represents other operating segments of the company, including Red Rover Digital, Inc., the company’s wholly-owned subsidiary and formerly its Online Services division, which assists customers in the delivery of content and commerce online. 1999 also includes the results of operations and assets of Stream International (refer to “Divestitures” in Item 2).
 
(2)
Refer to discussion of “Discontinued Operations” in Item 2, which describes the separate presentation of the net assets and results of operations of discontinued operations.
 
        NOTE 7. The company has used corporate-owned life insurance (COLI) to fund employee benefits for several years. In 1996, the United States Health Care Reform Act was passed, eliminating the deduction for interest from loans borrowed against COLI programs. 1998 was the final year of the phase-out for deductions. The Internal Revenue Service (IRS), in its routine audit of the company, has disallowed the $34 million of tax benefit that resulted from the COLI interest deductions claimed by the company in its 1990 to 1992 tax returns.
 
        In two federal trial court decisions involving different corporate taxpayers, the courts disallowed deductions for loans against those taxpayers’ COLI programs. A trial involving a taxpayer in another court is imminent, and appeals from the first two decisions have been or are expected to be taken. While the company believes its COLI program differs from those involved in the earlier litigation, should the reasoning of these cases be upheld and applied to others, the company could lose an additional maximum of $152 million in tax benefits for periods from 1993 through 1998. In addition, should all or a portion of the company’s COLI deductions ultimately be disallowed, the company would be liable for interest on those amounts. The company’s maximum exposure for interest should all prior COLI deductions be disallowed is approximately $62 million after-tax through September 30, 2000 .
 
        The company will continue to examine its position with respect to the final resolution of pending cases. During the fourth quarter of 1999, the company recorded an additional tax provision of $51 million ($0.40 per diluted share) related to COLI. The ultimate resolution of these issues may have a material impact on the company’s results of operations and financial condition.
 
        NOTE 8. The following summarizes share information as a basis for both the basic and diluted earnings per share computation in accordance with SFAS No. 128, Earnings per Share:
 
      In Thousands
     Three Months Ended
September 30
      Nine Months Ended
September 30
     2000
      1999
      2000
      1999
Average shares outstanding—basic      121,936      127,608      122,012      130,089
Effect of dilutive securities      1,503      800      1,167      1,145
     
  
  
  
Average shares outstanding—diluted      123,439      128,408      123,179      131,234
     
  
  
  
 
        NOTE 9. On February 7, 2000, the company acquired certain net assets of CTC, the largest mailer of business-to-home parcels in the United States, for approximately $161 million, net of cash acquired. CTC, formerly headquartered in Minneapolis, Minn., has 18 facilities nationwide. The acquisition has been accounted for using the purchase method of accounting. The purchase price has been allocated based upon estimated fair values at the date of acquisition, pending final determination of acquired balances. Goodwill from this transaction of approximately $150 million (based upon the preliminary purchase price allocation) is being amortized over a 20-year period.
 
        NOTE 10. In July 2000, the Emerging Issues Task Force reached a final consensus on the classification of shipping and handling fees (Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs”). This consensus states that all amounts related to shipping and handling billed to a customer in a sale transaction, if any, represent revenue to the vendor and should be classified as revenue. The implementation date of this standard is fourth quarter 2000. The company does not believe that the new standard will have a material impact on the reporting of its segments.
 
        NOTE 11. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which requires that all freestanding derivatives and certain derivatives embedded in other contracts be recognized on the balance sheet at fair value and quarterly (at a minimum) marked to market value through earnings and other comprehensive income. This statement has been subsequently amended by SFAS 137 (which moved the effective date to fiscal years beginning after June 15, 2000) and SFAS 138. These rules become effective for the company on January 1, 2001. The company is in the process of analyzing the impact of SFAS 133 as amended, and as of September 30, 2000, does not believe that the new standards will have a material impact on its results of operations or financial condition.
 
Item 2
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Comparison of Third Quarter and First Nine Months of 2000 to 1999
 
About the Company
 
        R.R. Donnelley & Sons Company is a leading commercial printer, communications services and logistics company. We help our customers communicate more efficiently and effectively as they use words and images to inform, educate, entertain and sell. In each of our businesses, we use our distinctive capabilities to manage and distribute words and images in ways that provide the greatest value to every customer. Our common stock (NYSE: DNY) has been publicly traded since 1956. At the end of September 2000, we had approximately 34,000 employees on four continents. We offer a full range of integrated service solutions to serve our customers’ needs from over 100 manufacturing, service and logistics locations. While we have extended our core competencies into selected international markets, 89% of our revenue is currently generated in the United States.
 
        Printing in the United States is a large and fragmented industry that generates more than $150 billion in annual revenue. The commercial printing portion of the industry accounts for more than $80 billion in annual revenue. The commercial printing end-markets that we currently serve generate more than $40 billion in annual revenue.
 
        We are first or second in annual revenue in all five of our primary end-markets:
 
        Long-Run Magazines, Catalogs and Inserts—serving the consumer and business-to-business catalog, magazine and advertising markets;
 
        Book Publishing Services—serving the consumer, religious, professional and educational book markets;
 
        Financial Services—serving the global communication needs of the financial markets and mutual fund companies, as well as the banking, insurance and health care industries;
 
        Telecommunications—serving the global directory needs of telecommunications providers; and
 
        Specialized Publishing Services—serving the needs of publishers of short-run magazines and catalogs.
 
        We believe print is a vital component of the communications process and expect the print market to grow due to its unique capabilities, such as portability and high-quality graphics that cannot be duplicated by other communications methods. In addition, we see opportunities to create and expand complementary businesses that leverage our core competencies and help our customers succeed. Our intent is to differentiate ourselves based on our service offerings. Our related services, designed to offer our customers complete solutions for communicating their messages to target audiences regardless of the means of distribution, include:
 
        Premedia—capturing content, converting it to the appropriate format and channeling it to multiple communications media, including print and the Internet;
 
        Logistics Services—more efficiently delivering parcels and printed products through a nationwide network and the U.S. Postal Service, as well as expedited delivery capabilities, saving significant amounts of time and money; and
 
        Red Rover Digital, Inc.—helping customers effectively leverage the Internet and their established brands by delivering content and commerce online.
 
        Our objective is to create above-average shareholder value through our strategies to:
 
·
transform our core printing businesses through process variability reduction and continuous improvement;
 
·
speed growth in our service-oriented businesses; and
 
·
logically extend into complementary businesses which leverage our customer relationships and capabilities.
 
        The new business opportunities that we pursue will leverage our established strengths and will further our goal of managing and distributing words and images to help our customers succeed in informing, educating, entertaining and selling.
 
        Our established strengths include:
 
·
long-standing customer relationships;
 
·
a strong brand and reputation for quality, service and reliability;
 
·
standing as a trusted, neutral partner;
 
·
expertise in content management;
 
·
scale to deliver economical solutions for our customers;
 
·
technology to seamlessly help our customers deliver their messages through various communications channels; and
 
·
a diversified portfolio of businesses and platforms to meet the most demanding customer needs.
 
        In addition to our U.S. operations, we operate in Mexico, South America, Europe and China. For reporting purposes, revenues from our facilities in China and England serving primarily the directory and financial services markets are reported within Telecommunications and Financial Services, respectively. One of our facilities in Mexico serves the book market and is reported within Book Publishing Services. Revenue from our other two facilities in Mexico that serve primarily the magazine market, as well as revenues from our facilities in Poland and South America, which serve more than one market, are included in International. The “Other” classification within Commercial Print includes net sales from Premedia and RRD Direct, which supplies direct mail products and services.
 
        While our operations and sales offices are located throughout the United States and selected international markets, the supporting technologies and knowledge base are common. Our manufacturing plants have a range of production capabilities to serve our customers and end-markets, and as a result, most produce work for customers in more than one of our end-markets.
 
Net Sales by End-Market
 
Third Quarter Ended September 30
(Thousands of Dollars)
      2000
      % of Total
      1999
      % of Total
Long-Run Magazines, Catalogs and Inserts      $    471,492        32.9%      $    464,692        33.2%
Telecommunications      209,621        14.6%      212,367        15.2%
Book Publishing Services      200,799        14.0%      211,295        15.1%
Financial Services      154,245        10.8%      167,156        11.9%
International      82,603        5.8%      76,942        5.5%
Specialized Publishing Services      70,114        4.9%      52,377        3.7%
Other      76,542        5.3%      80,660        5.8%
     
     
  
     
Total Commercial Print      1,265,416        88.3%      1,265,489        90.4%
Logistics Services      164,593        11.5%      72,472        5.2%
Other      2,991        0.2%      61,439        4.4%
     
     
  
     
Total Net Sales      $1,433,000        100.0%      $1,399,400        100.0%
              
           
Cost of materials      (459,553 )           (478,455 )     
Cost of transportation      (133,945 )           (55,461 )     
     
           
        
          Total Value-Added Revenue      $    839,502             $    865,484       
     
           
        
 
Nine Months Ended September 30
(Thousands of Dollars)
      2000
      % of Total
      1999
      % of Total
Long-Run Magazines, Catalogs and Inserts      $1,346,223        32.3%      $1,316,848        34.0%
Telecommunications      612,339        14.7%      612,863        15.8%
Book Publishing Services      578,354        13.9%      558,621        14.4%
Financial Services      497,157        11.9%      471,889        12.2%
International      240,073        5.8%      197,520        5.1%
Specialized Publishing Services      198,575        4.8%      147,022        3.8%
Other      207,583        5.0%      195,775        5.0%
     
     
  
     
Total Commercial Print      3,680,304        88.4%      3,500,538        90.3%
Logistics Services      471,368        11.3%      198,007        5.1%
Other      13,103        0.3%      179,742        4.6%
     
     
  
     
Total Net Sales      $4,164,775        100.0%      $3,878,287        100.0%
              
           
Cost of materials      (1,364,533 )           (1,324,519 )     
Cost of transportation      (381,055 )           (154,343 )     
     
           
        
          Total Value-Added Revenue      $2,419,187             $2,399,425       
     
           
        
 
Consolidated Results of Operations
 
        For the third quarter, net income from continuing operations was $92 million in 2000, or $0.75 per diluted share, compared with $86 million in 1999, or $0.67 per diluted share. Third quarter 2000 results included a one-time non-operating pretax gain of $13 million ($8 million after-tax, or $0.06 per diluted share) related to the sale of shares received from the demutualization of our basic life insurance carrier. Excluding the effect of this one-time gain, earnings per diluted share from continuing operations for the third quarter of 2000 were $0.69, up 3% from a year ago, reflecting lower average shares outstanding. Earnings per diluted share from continuing operations of $0.67 in the third quarter of 1999 included a $0.01 favorable impact from Stream International (Stream) (refer to “Divestitures”).
 
        Earnings from operations fell $1 million, or less than 1%, to $157 million in the third quarter of 2000 from the prior year third quarter. Excluding the impact of Stream in 1999, earnings from operations were up 1% in the third quarter of 2000 from a year ago. This third quarter increase was driven primarily by the strength of our Long-Run Magazines, Catalogs and Inserts operations, including higher by-product sales, and reduced expenses related to Year 2000. These results were mostly offset during the third quarter of 2000 by a slowdown in the domestic Capital Markets which negatively affected Financial Services, volume shortfalls at RRD Direct, operating issues within the Logistics Services segment, additional growth-related expenditures and investments in new systems. The operating issues within the Logistics Services segment included lower than expected parcel volume at CTC, unfavorable work mix at Donnelley Logistics, and recognition of approximately $1.6 million in additional costs to address start-up issues at its Northeast Consolidation Center.
 
        For the first nine months, net income from continuing operations was $195 million in 2000, or $1.59 per diluted share, including the $0.06 one-time demutualization gain noted above, compared with $185 million in 1999, or $1.41 per diluted share. Excluding the one-time demutualization gain, the 9% increase in earnings per diluted share from continuing operations for the first nine months reflected lower average shares outstanding, as well as an increase in earnings from operations discussed below. Earnings per diluted share from continuing operations of $1.41 in the first nine months of 1999 included a $0.02 favorable impact from Stream. The effective tax rate throughout the first nine months of both years was 38.5%.
 
        Earnings from operations rose $13 million, or 4%, to $365 million during the first nine months of 2000 from the same period a year ago. This increase was driven primarily by the strength of our Long-Run Magazines, Catalogs and Inserts and Book Publishing Services’ operations, including higher by-product sales, and reduced expenses related to Year 2000. These results were partially offset by a slowdown in the domestic Capital Markets, volume shortfalls at RRD Direct, the operating issues within the Logistics Services segment mentioned above, additional growth-related expenditures and investments in new systems. Excluding the impact of Stream in 1999, earnings from operations were up 5% from a year ago.
 
        Consolidated earnings per diluted share in 1999 of $1.39 for the first nine months included a loss from discontinued operations of $0.02 (refer to “Discontinued Operations”).
 
Consolidated Net Sales and Value-Added Revenue
 
        Net sales, which includes materials such as paper and ink, increased $34 million in the third quarter of 2000, or 2% from a year ago. Third quarter net sales for the Commercial Print segment were essentially flat compared with the prior year. The level of net sales, particularly for our Long-Run Magazines, Catalogs and Inserts operations, is impacted by the amount of pass-through material sales and paper prices. Third quarter net sales for Long-Run Magazines, Catalogs and Inserts increased 2% from the prior year, which reflected increased volume in the retail and magazine markets and higher paper prices, offset in part by a lower volume of pass-through material sales. Paper prices for the third quarter of 2000 for major grades of paper used within the Long-Run Magazines, Catalogs and Inserts operations were up approximately 7% from a year ago. Third quarter net sales for Telecommunications were down 1% from a year ago primarily due to lower non-directory revenues. Book Publishing Services’ third quarter net sales decreased 5%, primarily reflecting a volume decline within the trade books portion of the consumer market and a lower volume of pass-through material sales. Financial Services’ third quarter net sales were down 8% from a year ago due to the significant slowdown in domestic Capital Markets, only partially offset by higher sales from international Capital Markets and investor communications.
 
        Net sales increased $286 million in the first nine months of 2000, or 7% from a year ago. Year-to-date net sales for the Commercial Print segment were up 5% from a year ago. Year-to-date net sales for Long-Run Magazines, Catalogs and Inserts increased 2% from the prior year, which reflected volume increases across all major markets and higher paper prices, offset in part by a lower volume of pass-through material sales. Paper prices for the first nine months of 2000 for major grades of paper employed within the Long-Run Magazines, Catalogs and Inserts market were up approximately 4% from a year ago. Net sales for the first nine months of 2000 for Telecommunications were essentially flat compared with the prior year, as an increase in domestic and international directory volumes was offset by a reduction in non-directory revenues. Book Publishing Services’ year-to-date net sales increased 4%, driven by higher volumes within the consumer and educational markets. Financial Services’ year-to-date net sales were up 5% from a year ago, primarily due to higher volume in international Capital Markets.
 
        Third quarter and year-to-date net sales for the Logistics Services segment more than doubled from a year ago, primarily due to the acquisition of CTC on February 7, 2000 (refer to Note 9). CTC has contributed approximately $84 million and $234 million, respectively, in net sales for the three and nine months ended September 30, 2000. As discussed in Note 6, net sales in 1999 for Donnelley Logistics have been restated to reflect sales on a gross basis, before deducting transportation costs.
 
        For comparative purposes, third quarter and year-to-date net sales in 1999 included approximately $57 million and $169 million, respectively, of sales from Stream, which we divested in the fourth quarter of 1999 (refer to “Divestitures”).
 
        The price of paper can be volatile. In periods of rising paper prices, our net sales and cost of materials increase; in periods of falling prices, our net sales and material costs decline. For some customers, we purchase paper and pass through this cost at a margin that is lower than print and other related-services; other customers furnish their own paper. Customer-furnished paper is not included in our financial results. With respect to Logistics Services, transportation costs are passed through to our customers and therefore are included in our net sales. Value-added revenue represents net sales, less the cost of materials (principally paper and ink) and less the cost of transportation related to Logistics Services. Value-added revenue eliminates the effects of material prices and transportation costs that are largely beyond our control.
 
        For the third quarter of 2000, value-added revenue decreased 3% from a year ago; excluding Stream in 1999, value-added revenue increased 4% from a year ago. This 4% increase was primarily due to acquisitions.
 
        For the first nine months of 2000, value-added revenue increased 1% from a year ago; excluding Stream in 1999, value-added revenue increased 8% from a year ago. Of this 8% increase, 4% was due to acquisitions.
 
Consolidated Expenses
 
        Gross profit for the third quarter of 2000 fell by 5% to $307 million, compared with $322 million a year ago. Excluding the impact of Stream in 1999, gross profit rose 1% for the third quarter of 2000 from a year ago. Gross profit as a percentage of net sales fell to 21.4% for the third quarter of 2000 from 23.0% a year ago. The Logistics Services segment, which has lower gross margins than Commercial Print, represented a higher proportion of consolidated net sales in the third quarter of 2000 (12% versus 5% for the prior year third quarter), primarily as a result of the CTC acquisition.
 
        Cost of materials is impacted by the price of scrap (by-product) paper that we sell. Income from the sale of by-products is recorded as a reduction in our cost of materials. For the third quarter of 2000, we recognized a reduction in our cost of materials of $17 million from the sale of by-products, up $7 million from the third quarter a year ago, primarily as a result of higher by-products prices.
 
        Gross profit for the first nine months of 2000 fell by 1% to $817 million, compared with $824 million a year ago. Gross profit rose 6% for the first nine months of 2000, excluding the impact of Stream in 1999. Gross profit as a percentage of net sales fell to 19.6% from 21.2% a year ago, primarily due to less profitable work mix within Financial Services and the expansion of our lower margin Logistics Services segment, which represented a higher proportion of consolidated net sales in the first nine months of 2000 (11% versus 5% a year ago). This decrease in gross margin was partially offset by margin improvements in our core Commercial Print operations (Long-Run Magazines, Catalogs and Inserts as well as Book Publishing Services) due to productivity improvements and higher by-products pricing. The sale of by-products reduced our cost of materials by $50 million in the first nine months of 2000, up $25 million from the first nine months of 1999.
 
        Selling and administrative expenses for the third quarter of 2000 were $150 million, compared with $164 million a year ago. This represented 10.4% of net sales compared with 11.7% a year ago. Spending reductions and cost containment of $13 million coupled with the elimination of Stream expenses ($16 million) and lower Year 2000-related expenses ($7 million), were partially offset by increased spending to expand into complementary businesses ($10 million), higher investment in information systems infrastructure ($6 million) and recent acquisitions ($6 million).
 
        Selling and administrative expenses for the first nine months of 2000 fell by 4%, or $19 million, to $452 million, which represented 10.9% of net sales compared with 12.2% a year ago. In addition to cost containment, the decline in the first nine months of the year was primarily a result of the elimination of Stream expenses ($46 million), and lower Year 2000-related expenses ($26 million), partially offset by recent acquisitions ($23 million), higher investment in information systems infrastructure ($15 million) and increased spending to expand into complementary businesses ($20 million).
 
Summary of Expense Trends
 
Third Quarter Ended September 30                    % Increase
(Thousands of Dollars)
      2000
      1999
      (Decrease)
Cost of materials      $    459,553      $    478,455      (4.0% )
Cost of transportation      133,945      55,461      141.5%  
Cost of manufacturing      436,117      447,171      (2.5% )
Depreciation      81,026      83,038      (2.4% )
Amortization      15,784      13,620      15.9%  
Selling and administrative      149,591      163,965      (8.8% )
Net interest expense      22,810      23,084      (1.2% )
 
Nine Months Ended September 30                    % Increase
(Thousands of Dollars)
      2000
      1999
      (Decrease)
Cost of materials      $1,364,533      $1,324,519      3.0%  
Cost of transportation      381,055      154,343      146.9%  
Cost of manufacturing      1,315,248      1,297,069      1.4%  
Depreciation      242,686      242,358      0.1%  
Amortization      44,085      36,158      21.9%  
Selling and administrative      452,456      471,671      (4.1% )
Net interest expense      69,912      66,705      4.8%  
 
Nonoperating Items
 
        Interest expense for the third quarter of 2000 was approximately $23 million, down $0.3 million from a year ago, primarily due to lower debt levels as a result of the suspension of our share repurchase activity.
 
        Other income, net, for the third quarter of 2000 was $16 million, up $11 million from the same period a year ago. This increase was primarily due to a pretax gain of $13 million from the sale of shares received from the demutualization of John Hancock Mutual Life Insurance Company, our basic life insurance carrier.
 
        Interest expense for the first nine months of 2000 was approximately $70 million, up $3 million from a year ago. This increase was primarily due to higher average commercial paper levels to fund acquisitions and higher commercial paper interest rates.
 
        Other income, net, for the first nine months of 2000 was $23 million, up $7 million from the same period a year ago, primarily due to the third quarter demutualization gain noted above. This gain was partially offset by additional foreign currency transaction losses ($4 million).
 
Discontinued Operations
 
        For the nine months ended September 30, 1999, we recorded a pretax loss from discontinued operations of $5 million ($3 million after-tax) related to our remaining 86% investment in Corporate Software & Technology (CS&T), a software distribution business. Our ownership interest in CS&T resulted from the restructuring of our 80%-owned investment in Stream International Holdings, Inc. (SIH) in December 1997. In addition to CS&T, SIH held investments in Stream, which provided outsource technical support services, and Modus Media International (MMI), a manufacturing and fulfillment business (refer to “ Divestitures”). As of December 1997, we had converted our equity and debt positions in CS&T to 86% of the common stock of CS&T.
 
        In November 1999, we sold our entire interest in CS&T to the management of CS&T for cash proceeds of approximately $41 million. We did not recognize any gain or loss from the sale in 1999.
 
Divestitures
 
        At the time our ownership interest in SIH was restructured in December 1997, we converted our debt and equity positions in Stream into 87% of the common stock of that business and sold our equity and debt positions in MMI for nonvoting preferred stock of MMI.
 
        In November 1999, we sold 93% of our investment in the common stock of Stream to a group led by Bain Capital for approximately $96 million in cash. We recognized a pretax gain of $40 million and a tax benefit of $35 million (total of $75 million after-tax) from this transaction. The tax benefit in 1999 was recognized because of our ability to carry back the capital tax losses generated from the sale of Stream to years 1996 through 1998. We now have a 6% investment in Stream, representing the remaining 7% of our original 87% interest, that has been reflected in other noncurrent assets as of September 30, 2000 and December 31, 1999. For reporting purposes, Stream was consolidated in our financial results until November 1999.
 
        Our 87% ownership interest in Stream for the three and nine months ended September 30, 1999 represented approximately $57 million and $169 million, respectively, in net sales/value-added revenue; $18 million and $52 million, respectively, in gross profit; and $2 million and $5 million, respectively, in earnings from operations. The impact on net income for the three and nine months ended September 30, 1999 from Stream was approximately $1 million and $3 million, respectively, or $0.01 and $0.02, respectively, per diluted share.
 
        In October 1999, we sold our remaining investment in nonvoting preferred stock of MMI for approximately $60 million ($47 million in cash and a $13 million promissory note due no later than October 2002). The promissory note is interest-bearing at 9.5% per annum, payable quarterly. We recognized both a pretax and after-tax gain of $3 million from this transaction.
 
        As a result of these divestitures and the sale of CS&T (refer to “Discontinued Operations”), we generated approximately $77 million in refundable income taxes, of which $69 million was received in July 2000, from the carryback of tax losses. The remainder will be applied as a reduction to future federal and state tax payments.
 
        In June 2000, we sold our interest in RRD India and its wholly-owned subsidiary, Tata Donnelley Ltd., to Tata Sons Limited for approximately $12.5 million in cash; there was no gain or loss recognized from this transaction.
 
Changes in Financial Condition
 
Liquidity and Capital Resources
 
        Net cash provided by operating activities in the first nine months of 2000 totaled $506 million, up $107 million from the prior year. This increase was primarily driven by the receipt of a $69 million tax refund in July 2000 related to the sales of MMI, CS&T and Stream. Cash flow from operations in 1999 was also negatively impacted by payment of $22 million in the third quarter for settlement of claims made by the U.S. Attorney and the U.S. Postal Service related to postage due for reorders over a 10-year period ending August 1999.
 
        Capital expenditures during the first nine months of 2000 totaled $181 million compared with $198 million a year ago. Spending was directed principally to investments in productivity and international expansion. Full-year 2000 capital spending is expected to be under $300 million in support of selected opportunities, including expansion of our Poland operations and a new directory plant in Flaxby, England, as well as investments to standardize and upgrade systems company wide. Management believes that the company’s cash flow and borrowing capacity are sufficient to fund current operations and growth.
 
        In February 2000, we purchased CTC, which approximately doubled the size of our Logistics Services business and expanded our distribution capabilities (refer to Note 9). During the first nine months of 2000, we also acquired Dallas-based Omega Studios, known for producing high-quality digital photography, turnkey creative concept, layout design and desktop publishing services; the Florida financial printer EVACO; the Seattle-based premedia provider Iridio, Inc.; and a leading Brazilian book printer Circulo do Livro. In addition, we invested in Noosh, Inc., a business-to-business Internet-based service designed to improve the process of buying, selling and managing print.
 
        In March 1999, we purchased the financial printing unit of Cadmus Communications. The purchase included the assets and operations of five service centers in Baltimore, Charlotte, Raleigh, Richmond and New York, as well as a print-on-demand and fulfillment facility in Charlotte and selected software products. In April 1999, we purchased the net assets of the Communicolor division of the Standard Register Company. During the first nine months of 1999, we also purchased the net assets of the Brazilian book printer Hamburg Gráfica Editora; the net assets of a California-based transportation company, Freight Systems Inc.; and a 30% equity investment in an Internet website design firm, Multimedia Live.
 
        Net cash provided by borrowings during the first nine months of 2000 decreased $316 million over the same period from a year ago due to lower share repurchase activity in 2000, as well as higher cash flows from operations. At September 30, 2000, we had an unused revolving credit facility of $425 million with a number of banks. This credit facility provides support for the issuance of commercial paper and other credit needs.
 
Year 2000 and System Infrastructure
 
        Process control and information systems are increasingly important to the effective management of the company. The upgrade and standardization of our systems is necessary for us to succeed in using information technology to our strategic advantage. In 1999, we focused our efforts on ensuring that processes and systems were Year 2000 compliant. In addition, we began ongoing initiatives to upgrade and standardize our information technology infrastructure. In 1999, we deferred a number of other infrastructure and systems initiatives that would support continuous productivity improvements and enhance service capabilities, while we completed our Year 2000 efforts.
 
        During the transition from 1999 to 2000, all operations were fully supported by trained personnel. Key efforts were focused on four business-critical factors: safety of employees, continuity of production, environmental compliance and reporting, and continuity of systems to support the ability of personnel to continue working (such as the availability of utilities or operation of payroll systems). At the end of the transition, no Year 2000 issues affecting any business-critical factors were reported by any operation. To the extent that date-related issues were reported, they were limited to instances where personnel available at the site were able to promptly correct the issue without disruption to our operations.
 
        For the nine months ended September 30, 2000, spending on our Year 2000 initiative was $3.7 million, of which $1.4 million was reflected in administrative expense and the remainder in cost of sales. We spent $10.4 million and $41.5 million, respectively, on Year 2000 costs for the three and nine months ended September 30, 1999, of which $6.5 million and $27.1 million, respectively, was reflected in administrative expense and the remainder in cost of sales. These expenses do not include costs capitalized with respect to our information and technology infrastructure upgrade and standardization initiatives. As internal resources completed their Year 2000 assignments, they were reallocated to technology projects that had been deferred, as well as to other productivity projects. These projects are expected to improve our ability to share information across the company, make informed decisions rapidly and enhance future productivity.
 
Other Information
 
        Share Repurchase—In September 1999, the board of directors authorized a share repurchase program for up to $300 million of the company’s common stock in privately negotiated or open-market transactions. The program includes shares purchased for issuance under various stock option plans. During the first quarter of 2000, we purchased approximately 0.9 million shares, at an average price of $23.75. We suspended the program to allow for a broad review of strategic alternatives.
 
        Technology—We remain a technology leader, investing in print-related technologies such as computer-to-plate and digital printing, Internet-based business models such as Red Rover Digital, and Internet-enabled services such as SENDD™ and ImageMerchant™ (see below for a description of these services). We are focused on investing in technologies that contribute to our financial performance and help us deliver products, services and solutions that are valued by our customers.
 
        During 1999 and the first nine months of 2000, we received recognition for our technology leadership from both eWeek (formerly PC Week) and Information Week. Among all U.S. companies, we were named:
 
·
#3 of the most innovative media and entertainment company users of information technology (Information Week, September 11, 2000)
 
·
#19 of the top 100 Innovators in E-Business Networking (eWeek, May 8, 2000)
 
·
#66 of the top 500 e-business leaders (PC Week, November 15, 1999)
 
·
#82 of the top 500 leading IT innovators (Information Week, September 11, 2000)
 
        Red Rover Digital, SENDD, ImageMerchant, Digital Print and E-Books—During the second quarter of 2000, we launched Red Rover Digital, Inc. (Red Rover), a wholly-owned subsidiary, formerly our Online Services division. Red Rover is a leading Internet professional services firm that delivers a full spectrum of integrated solutions to enhance its clients’ businesses, brands and customer relationships. Red Rover provides digital communications and commerce solutions to merchants and publishers, helping them maximize content to foster enduring, profitable customer relationships. Content includes the words, images, product information, sound and video that capture and convey our customers’ brands to the market place.
 
        Red Rover has helped numerous merchants and publishers enhance business and relationships with their customers. From strategic positioning, through site development and production, to the continuous support of e-business, Red Rover’s comprehensive services are a potent tool for growing successful online brands.
 
        To meet our Financial Services customers’ needs for speed, convenience, confidentiality and accuracy, we developed SENDD. The software allows work groups around the world to simultaneously proof a document securely via the Internet. Financial Services is also working closely with the Securities and Exchange Commission (SEC) on the modernization efforts under way for EDGAR (Electronic Data Gathering and Retrieval). We currently provide EDGAR electronic filing services for our customers, enabling them to communicate with their target audiences while meeting tight time frames and stringent filing requirements. We will continue to develop our offerings and educate our clients as the SEC enhances EDGAR in the future.
 
        In our premedia service centers, increased digitization allows us to create, prepare, and manage customer content and distribute it via various communication media, including print and the Internet. We have developed technology that allows a customer to securely archive its digital content in an R.R. Donnelley database and access it at all times via the Internet so that it can be repurposed for multiple uses. This ImageMerchant ASP solution allows customers to more effectively manage their media assets. Customer benefits include lower costs, faster production times, high quality and consistent brand messaging because images and content are repurposed rather than recreated.
 
        Additionally, we are a leading provider of digital print, which allows customized marketing to an audience of one. With digital printing, images can be varied as they are printed, allowing for each piece to be highly personalized.
 
        Book Publishing Services also applies technology to create solutions that enable our customers to manage and distribute content in multiple media formats. We currently convert content for many major e-book vendors.
 
        Litigation—In 1996, a purported class action was brought against us in federal district court in Chicago, Illinois, on behalf of all current and former African-American employees, alleging that we racially discriminated against them in violation of the Civil Rights Act of 1871, as amended, and the U.S. Constitution (Jones, et al. v. R.R. Donnelley & Sons Co.). The complaint seeks declaratory and injunctive relief, and asks for actual, compensatory, consequential and punitive damages in an amount not less than $500 million. Although plaintiffs seek nationwide class certification, most of the specific factual assertions of the complaint relate to the closing of our Chicago catalog operations in 1993. Other general claims relate to other company locations. In August 1999, the district court judge denied our motion for partial summary judgment on the basis of timeliness.
 
        In 1995, a purported class action was filed against us in federal district court in Chicago alleging that older workers were discriminated against in selection for termination upon the closing of the Chicago catalog operations (Gerlib, et al. v. R.R. Donnelley & Sons Co.). The suit also alleges that we violated the Employee Retirement Income Security Act (ERISA) in determining benefits payable to retiring or terminated employees. In August 1997, the court certified classes in both the age discrimination and ERISA claims limited to former employees of the Chicago catalog operations.
 
        In 1998, a purported class action was filed against us in federal district court in Chicago on behalf of current and former African-American employees, alleging that the company racially discriminated against them in violation of Title VII of the Civil Rights Act of 1964 (Adams, et al. v. R.R. Donnelley & Sons Co.). While making many of the same general discrimination claims contained in the 1996 case, the plaintiffs in this case also claim retaliation by the company for the filing of discrimination charges or otherwise complaining of race discrimination. The complaint seeks the same relief and damages as sought in the 1996 case.
 
        The 1996 and 1995 cases relate primarily to the circumstances surrounding the closing of the Chicago catalog operations. We believe we acted properly in the closing of the operations. We also believe we have a number of valid defenses to all of the claims made and will vigorously defend our actions. However, because the cases are in the early stages, we cannot make a meaningful estimate of any loss that could result from an unfavorable outcome of any of the pending cases.
 
        In December 1999, the U.S. Environmental Protection Agency, Region 5 (U.S. EPA) issued a Notice of Violation against us, pursuant to section 113 of the Clean Air Act (the Act). The notice alleges that our facility in Willard, Ohio, violated the Act and Ohio’s State Implementation Plan in installing and operating certain equipment without appropriate air permits. While the notice does not specify the remedy sought, upon final determination of a violation, U.S. EPA may issue an administrative order requiring the installation of air pollution control equipment, assess penalties, or commence civil or criminal action against us. We responded to U.S. EPA on March 10, 2000. We do not believe that any unfavorable result of this proceeding will have a material impact on our financial position or results of operations.
 
        In addition, we are a party to certain litigation arising in the ordinary course of business which, in the opinion of management, will not have a material adverse effect on the operations or financial condition of the company.
 
        Environmental Regulations—Our business is subject to various laws and regulations relating to employee health and safety and to environmental protection. Our policy is to comply with all laws and regulations that govern protection of the environment and employee health and safety. We do not anticipate that compliance will have a material adverse effect on our competitive or consolidated financial positions.
 
        Outlook—Our primary business remains commercial printing and our primary geographic market is the United States. The environment remains highly competitive in most of our product categories and geographic regions. Competition is based largely on price, quality and servicing the special needs of customers. Industry analysts believe that there is overcapacity in most commercial printing markets. Therefore, competition is intense. Our intent is to differentiate our service offering so that we are viewed by our customers as a partner who can help them more effectively use words and images in a variety of ways, whether through print or the Internet, to reach their target audiences.
 
        We are a large user of paper, bought by us or supplied to us by our customers. The cost and supply of certain paper grades used in the manufacturing process will continue to affect our financial results. However, management currently does not see any disruptive conditions affecting prices and supply of paper in 2000.
 
        Postal costs are a significant component of our customers’ cost structures. Changes in postal rates, which are anticipated early in 2001, may negatively affect the demand for our core print capabilities, but the proposed postal rate increases will enhance the value of Logistics Services to our customers, as we are able to improve the cost efficiency of mail processing and distribution.
 
        In addition to paper and postage costs, consumer confidence and economic growth are key drivers of print demand. A significant change in the economic outlook could affect demand for our products, as evidenced by the recent slowdown in domestic Capital Markets which we expect to continue through the end of the year.
 
        In the longer term, technological changes, including the electronic distribution of information, present both risks and opportunities for the company. Many of our new business initiatives are designed to leverage our distinctive capabilities to participate in the rapid growth in electronic communications. Our goal remains to manage and distribute words and images, regardless of the means of distribution, to help our customers succeed in informing, educating, entertaining and selling. We believe that with our competitive strengths, including our comprehensive service offerings, technology leadership, depth of management experience, customer relationships and economies of scale, we can develop the most valuable solutions for our customers, which should result in increased shareholder value.
 
Item 3
 
Quantitative and Qualitative Disclosures About Market Risk
 
        We are exposed to market risk from changes in interest rates and foreign exchange rates. However, we generally maintain more than half of our debt at fixed rates (approximately 64% at September 30, 2000), and our exposure to short-term interest rate fluctuations is not material to the consolidated financial statements as a whole. Our exposure to adverse changes in foreign exchange rates also is immaterial to our consolidated financial statements as a whole, and we occasionally use financial instruments to hedge exposures to foreign exchange rate changes. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. Further disclosure relating to financial instruments is included in the Debt Financing and Interest Expense note in the Notes to Consolidated Financial Statements included in our 1999 Annual Report on Form 10-K.
 
PART II
 
OTHER INFORMATION
 
Item 1. Legal Proceedings
 
        On each of November 25, 1996, and June 30, 1998, purported class actions were brought against the company alleging racial discrimination and seeking actual, compensatory, consequential and punitive damages in an amount not less than $500 million. On December 18, 1995, a class action was brought against the company alleging age discrimination in connection with the 1993 closing of the company’s Chicago catalog operations, and violation of the Employee Retirement Income Security Act. These actions are described in Part I of this quarterly report on Form 10-Q.
 
Item 5. Other Information
 
        Certain statements in this filing, including the discussions of management expectations for 2000, constitute “ forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the future results expressed or implied by those statements. Refer to Part I, Item 1 of the company’s 1999 Annual Report on Form 10-K for a description of such factors.
 
Item 6. Exhibits and Reports on Form 8-K.
 
        (a) Exhibits
 
4      364-Day Credit Agreement dated October 12, 2000 among the Company, the Banks
named therein and Bank One, NA, as Administrative Agent
 
12      Ratio of Earnings to Fixed Charges
 
 
27      Financial Data Schedule
 
        (b) No current report on Form 8-K was filed during the third quarter of 2000.
 
SIGNATURE
 
        Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
R.R. DONNELLEY & SONS COMPANY
 
      /S /    VIRGINIA L. SEGGERMAN
By 
Corporate Controller
(Authorized Officer and
Chief Accounting Officer)
 
November 13, 2000
Date
EX-4 2 0002.txt 364-DAY CREDIT AGREEMENT Exhibit 4 364-DAY CREDIT AGREEMENT Dated as of October 12, 2000 Among R.R. DONNELLEY & SONS COMPANY as Borrower, ----------- THE BANKS NAMED HEREIN as Banks, -------- BANK ONE, NA as Administrative Agent, ----------------------- FIRST UNION NATIONAL BANK as Syndication Agent, -------------------- THE NORTHERN TRUST COMPANY as Documentation Agent ---------------------- and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, WACHOVIA BANK, N.A. and BANK OF AMERICA, N.A. as Co-Agents ------------ BANC ONE CAPITAL MARKETS, INC. as Lead Arranger and Sole Book Runner ------------------------------------- TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS................................. 1 SECTION 1.01 Certain Defined Terms....................................... 1 SECTION 1.02 Computation of Time Periods................................. 12 SECTION 1.03 Accounting Terms; Modifications due to Implementation of Euro....................................................... 12 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES............................... 13 SECTION 2.01 The Committed Advances...................................... 13 SECTION 2.02 Making the Committed Advances............................... 13 SECTION 2.03 The Uncommitted Advances.................................... 18 SECTION 2.04 Facility Fee and Utilization Fee............................ 21 SECTION 2.05 Reduction and Termination of the Commitments................ 22 SECTION 2.06 Payment; Conversion and Continuation........................ 22 SECTION 2.07 Interest on Committed Advances.............................. 23 SECTION 2.08 Additional Interest on Eurocurrency Rate Advances........... 24 SECTION 2.09 Interest Rate Determination................................. 24 SECTION 2.10 Prepayments................................................. 25 SECTION 2.11 Funding Indemnification..................................... 25 SECTION 2.12 Increased Costs and Reduced Return.......................... 26 SECTION 2.13 Illegality.................................................. 27 SECTION 2.14 Payments and Computations................................... 27 SECTION 2.15 Sharing of Payments, Etc.................................... 28 SECTION 2.16 Currency Equivalents........................................ 29 SECTION 2.17 Borrowing Subsidiaries...................................... 29 SECTION 2.18 Taxes....................................................... 30 SECTION 2.19 Defaulting Banks............................................ 32 SECTION 2.20 Mitigation.................................................. 34 SECTION 2.21 European Economic and Monetary Union........................ 34 SECTION 2.22 Extension of Termination Date............................... 34 SECTION 2.23 Increase of Aggregate Commitments........................... 35 ARTICLE III CONDITIONS PRECEDENT........................................... 37 SECTION 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03................................................... 37 SECTION 3.02 Conditions Precedent to Initial Advance to Each Borrowing Subsidiary................................................. 38 SECTION 3.03 Conditions Precedent to Each Committed Borrowing............ 39 SECTION 3.04 Conditions Precedent to Each Uncommitted Borrowing.......... 39 ARTICLE IV REPRESENTATIONS AND WARRANTIES.................................. 40 SECTION 4.01 Representations and Warranties of the Company.............. 40 ARTICLE V COVENANTS OF THE COMPANY......................................... 42 SECTION 5.01 Compliance with Laws, Etc................................... 42 SECTION 5.02 Interest Coverage Ratio..................................... 42 SECTION 5.03 Reporting Requirements...................................... 42 SECTION 5.04 Use of Proceeds............................................. 43 SECTION 5.05 Limitation on Liens, Etc.................................... 43 SECTION 5.06 Merger; Sale of Assets...................................... 44
i TABLE OF CONTENTS (Continued)
PAGE ---- SECTION 5.07 Books and Records; Inspection............................... 45 SECTION 5.08 Corporate Existence......................................... 45 SECTION 5.09 Conduct of Business......................................... 45 SECTION 5.10 Payment of Taxes............................................ 45 ARTICLE VI EVENTS OF DEFAULT............................................... 46 SECTION 6.01 Events of Default........................................... 46 ARTICLE VII GUARANTEE...................................................... 48 SECTION 7.01 Unconditional Guarantee..................................... 48 SECTION 7.02 Validity.................................................... 48 SECTION 7.03 Waivers..................................................... 48 SECTION 7.04 Subrogation................................................. 48 SECTION 7.05 Acceleration................................................ 49 SECTION 7.06 Reinstatement............................................... 49 SECTION 7.07 Continuing Guaranty; Assignments............................ 49 ARTICLE VIII ADMINISTRATIVE AGENT; SYNDICATION AGENT; DOCUMENTATION AGENT; CO-AGENTS.................................................................. 49 SECTION 8.01 Authorization and Action.................................... 49 SECTION 8.02 Administrative Agent's Reliance, Etc........................ 50 SECTION 8.03 The Administrative Agent and Affiliates..................... 51 SECTION 8.04 Bank Credit Decision; Notice of Default..................... 51 SECTION 8.05 Indemnification............................................. 51 SECTION 8.06 Successor Administrative Agent.............................. 52 SECTION 8.07 Syndication Agent; Documentation Agent; Co-Agents........... 52 ARTICLE IX MISCELLANEOUS................................................... 52 SECTION 9.01 Amendments, Etc............................................. 52 SECTION 9.02 Notices, Etc................................................ 53 SECTION 9.03 No Waiver; Remedies......................................... 54 SECTION 9.04 Costs and Expenses.......................................... 54 SECTION 9.05 Right of Set-off............................................ 54 SECTION 9.06 Binding Effect.............................................. 55 SECTION 9.07 Assignments, Designations and Participations................ 55 SECTION 9.08 Governing Law............................................... 59 SECTION 9.09 Execution in Counterparts................................... 59 SECTION 9.10 Confidentiality............................................. 59 SECTION 9.11 Non-Reliance by the Banks................................... 59 SECTION 9.12 No Indirect Security........................................ 60 SECTION 9.13 Indemnification............................................. 60 SECTION 9.14 Partial Invalidity.......................................... 60 SECTION 9.16 Jurisdiction, Etc........................................... 61 SECTION 9.17 Nonliability of Banks....................................... 61
ii EXHIBITS
EXHIBIT A -- Form of Assignment and Acceptance EXHIBIT B -- Form of Assumption Letter EXHIBIT C -- Form of Designation Agreement EXHIBIT D-1 -- Form of Committed Note EXHIBIT D-2 -- Form of Uncommitted Note EXHIBIT E-1 -- Form of Notice of Committed Borrowing EXHIBIT E-2 -- Form of Notice of Uncommitted Borrowing EXHIBIT F -- Form of Notice of Continuation/Conversion EXHIBIT G -- Form of Commitment Increase Consent EXHIBIT H -- Form of Opinion of Counsel to the Company EXHIBIT I -- Form of Opinion of Counsel to Borrowing Subsidiary SCHEDULE SCHEDULE I -- Banks
364-DAY CREDIT AGREEMENT Dated as of October 12, 2000 R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the "Company"), the banks listed on the signature pages hereof, and BANK ONE, NA, as Administrative Agent (as hereinafter defined), agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS -------------------------------- SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Acceptance Deadline" has the meaning specified in Section 2.03(a)(iii). "Administrative Agent" means Bank One, in its capacity as the contractual representative for all of the Banks for purposes of this Agreement, as designated and appointed in accordance with Article VIII, and any successor thereto as provided herein. "Advance" means a Committed Advance or an Uncommitted Advance. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. "Affordable Housing Debt" means Debt of the Company or of any of its Subsidiaries which is associated with the direct or indirect investment by the Company or such Subsidiary in affordable housing where the expected tax benefits of such investment exceed the total amount of the future annual payments required as part of such investment. "Agreement" shall mean this 364-Day Credit Agreement, as the same may be amended, modified, supplemented or restated from time to time. "Alternative Currency" means Sterling, German Marks, Swiss Francs, Yen and any other currency (other than Dollars) (i) which is readily available, freely transferable and convertible into Dollars in the international currency and exchange markets, (ii) in which deposits are customarily offered to banks in the London interbank market and (iii) as to which an equivalent amount in Dollars may be readily calculated, including the Euro. "Applicable Lending Office" means, with respect to each Bank, such Bank's Domestic Lending Office in the case of a Base Rate Advance, and such Bank's Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance and, in the case of an Uncommitted Advance, the office of such Bank notified by such Bank to the Administrative Agent as its Applicable Lending Office with respect to such Uncommitted Advance. "Applicable Margin" means on any day 0.19%. "Arranger" means Banc One Capital Markets, Inc. "Assignment and Acceptance" means an Assignment and Acceptance executed by a Bank (other than a Designated Bidder) and an Eligible Assignee and accepted by the Administrative Agent and the Company, substantially in the form of Exhibit A hereto. "Assumption Letter" means a letter of a Subsidiary of the Company addressed to the Banks in substantially the form of Exhibit B hereto pursuant to which such Subsidiary agrees to become a "Borrowing Subsidiary" and agrees to be bound by the terms and conditions hereof. "Available Commitment" has the meaning specified in Section 2.01. "Bank One" means Bank One, NA, a national banking association having its headquarters in Chicago, Illinois, in its individual capacity, and its successors. "Banks" means the banks listed on Schedule I hereto and each Person that becomes a party hereto pursuant to Section 9.07(a), (b) and (c), and, except when used in reference to a Committed Advance, a Committed Borrowing, a Committed Note, a Commitment or a related term, each Designated Bidder. "Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of: (a) the corporate base rate of interest announced by Bank One from time to time, changing when and as said corporate base rate changes; and (b) 1/2 of 1% per annum above the Federal Funds Rate. "Base Rate Advance" means a Committed Advance which bears interest at a rate based upon the Base Rate, as provided in Section 2.07(a). "Borrower" means the Company or any Borrowing Subsidiary. "Borrowing" means a Committed Borrowing or an Uncommitted Borrowing. "Borrowing Subsidiary" means any Subsidiary of the Company duly designated by the Company pursuant to Section 2.17 hereof to make Borrowings hereunder, which Subsidiary shall have delivered an Assumption Letter to the Administrative Agent in accordance with Section 2.17. "Business Day" means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close in New York City and Chicago and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market (and, if such Eurocurrency Rate Advances are denominated in the Euro, a day upon which such clearing system as is determined by the Administrative Agent to be suitable for clearing or settlement of the Euro is open for business). -2- "Category Status" means Category 1 Status, Category 2 Status, Category 3 Status, Category 4 Status or Category 5 Status, as appropriate. "Category 1 Status" exists at any date if at such date the Public Debt Rating announced by S&P is AA- (or the equivalent) or better or the Public Debt Rating announced by Moody's is Aa3 (or the equivalent) or better. "Category 2 Status" exists at any date if at such date (i) the Public Debt Rating announced by S&P is A (or the equivalent) or better or the Public Debt Rating announced by Moody's is A2 (or the equivalent) or better, and (ii) Category 1 Status does not exist. "Category 3 Status" exists at any date if at such date (i) the Public Debt Rating announced by S&P is A- (or the equivalent) or better or the Public Debt Rating announced by Moody's is A3 (or the equivalent) or better, and (ii) neither Category 1 Status nor Category 2 Status exists. "Category 4 Status" exists at any date if at such date (i) the Public Debt Rating announced by S&P is BBB (or the equivalent) or better or the Public Debt Rating announced by Moody's is Baa2 (or the equivalent) or better, and (ii) none of Category 1 Status, Category 2 Status or Category 3 Status exists. "Category 5 Status" exists at any date if at such date (i) the Public Debt Rating announced by S&P is lower than BBB (or the equivalent) and the Public Debt Rating announced by Moody's is lower than Baa2 (or the equivalent), or (ii) neither S&P nor Moody's shall have a Public Debt Rating in effect at such date. "Commission" means the Securities and Exchange Commission or any federal body succeeding to its functions. "Commitment" has the meaning specified in Section 2.01. "Committed Advance" means an advance by a Bank to a Borrower as part of a Committed Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance, each of which shall be a "Type" of Committed Advance. "Committed Borrowing" means a borrowing consisting of simultaneous Committed Advances of the same Type made by each of the Banks to a Borrower pursuant to Section 2.01. "Committed Note" means a promissory note, in substantially the form of Exhibit D-1 hereto, duly executed by the Company or a Borrowing Subsidiary and payable to the order of a Bank in the amount of its Commitment, including any amendment, modification, renewal or replacement of such promissory note. "Consolidated EBIT" means, for any period, on a consolidated basis for the Company and its Consolidated Subsidiaries, the sum of the amounts for such period of (a) Consolidated Net Income (excluding non-recurring or extraordinary gains, losses, expenses and charges but including cash charges and payments during such period related to extraordinary or non-recurring gains, losses, charges and expenses), plus (b) charges against income for foreign, -3- federal, state and local taxes, plus (c) Consolidated Interest Expense plus (or minus) (d) pre-tax income (or loss) from discontinued operations. "Consolidated Interest Expense" means, for any period, the sum of total interest expense of the Company and its Consolidated Subsidiaries, whether paid or accrued, as determined in accordance with GAAP. "Consolidated Net Income" means, for any period, the consolidated net earnings (or loss) after taxes of the Company and its Consolidated Subsidiaries for such period, determined in accordance with GAAP. "Consolidated Subsidiary" means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP; provided, that for purposes of Sections 5.02 and 5.03, "Consolidated Subsidiary" shall mean any subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP. "Consolidated Tangible Net Worth" means, as of any date, an amount equal to the sum of (i) the par or stated value of the outstanding shares of all classes of capital stock of the Company, (ii) paid-in capital and capital surplus of the Company and (iii) retained earnings of the Company, as each of which would appear on a consolidated balance sheet of the Company and its Consolidated Subsidiaries prepared as of the last day of the most recently completed fiscal quarter in accordance with GAAP, less the aggregate net amount of (i) all assets so appearing which in accordance with GAAP are deemed intangible, such intangible assets to specifically include, but not be limited to, licenses, copyrights, trademarks, tradenames, patents and goodwill, and (ii) any write-up in the book value of assets made after December 31, 1997, other than any such write-up to an appraised fair market value in accordance with the purchase accounting requirements of GAAP. "Continuation Notice" has the meaning specified in Section 2.22. "Continuing Bank" has the meaning specified in Section 2.22. "Debt" means (but without duplication of any item) (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (iv) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i), (ii) or (iii) above. "Defaulted Advance" means, with respect to any Bank at any time, the amount of any Advance required to be made by such Bank to the Borrower pursuant to Section 2.01 or Section 2.03(a) at or prior to such time that has not been so made as of such time; provided, however, that any Advance made by the Administrative Agent for the account of such Bank pursuant to Section 2.02(e) shall not be considered a Defaulted Advance even if, at such time, such Bank shall not have reimbursed the Administrative Agent therefor as provided in Section 2.02(e). If part of a Defaulted Advance shall be deemed made pursuant to Section 2.19(a), the remaining -4- part of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 or Section 2.03(a) on the same date as the Defaulted Advance so deemed made in part. "Defaulted Amount" means, with respect to any Bank at any time, any amount required to be paid by such Bank to the Administrative Agent or any other Bank hereunder at or prior to such time that has not been so paid as of such time, including, without limitation, any amount required to be paid by such Bank to (a) the Administrative Agent pursuant to Section 2.02(e) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Bank, (b) any other Bank pursuant to Section 2.15 to purchase any participation in Advances owing to such other Bank and (c) the Administrative Agent pursuant to Section 8.05 to reimburse the Administrative Agent for such Bank's ratable share of any amount required to be paid by the Banks to the Administrative Agent as provided therein. If part of a Defaulted Amount shall be deemed paid pursuant to Section 2.19(b), the remaining part of such Defaulted Amount shall be considered a Defaulted Amount originally required to be made hereunder on the same date as the Defaulted Amount so deemed paid in part. "Defaulting Bank" means, at any time, any Bank that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take or be the subject of any action or proceeding of a type described in Section 6.01(f). "Designated Bidder" means (a) an Eligible Assignee or (b) a special purpose corporation that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the then equivalent grade) by S&P that, in the case of either clause (a) or clause (b), (i) is organized under the laws of the United States or any State thereof, (ii) shall have become a party hereto pursuant to Section 9.07(d), (e) and (f), and (iii) is not otherwise a Bank. "Designation Agreement" means a designation agreement entered into by a Bank (other than a Designated Bidder) and a Designated Bidder, and accepted by the Administrative Agent and the Company, in substantially the form of Exhibit C hereto. "Dollar Amount" means, for any date of determination: (a) with respect to any amount denominated in Dollars, such amount; and (b) with respect to an amount denominated in any Alternative Currency, the amount of Dollars into which the Administrative Agent could, in accordance with its practice from time to time in the London interbank foreign exchange market, convert such amount of Alternative Currency at its spot rate of exchange applicable to the relevant transaction at or about 11:00 a.m., London time, on the date of such determination, for the delivery of Dollars two Business Days thereafter. For purposes of this Agreement, the Dollar Amount of any amount received by a Bank hereunder shall be determined as of the date of such receipt. "Dollars" and the sign "$" each means the lawful currency of the United States. -5- "Domestic Lending Office" means, with respect to any Bank, the office of such Bank specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Bank, as the case may be, or such other office of such Bank as such Bank may from time to time specify to the Company and the Administrative Agent. "Effective Date" has the meaning specified in Section 3.01. "Eligible Assignee" means (i) a Bank (other than a Designated Bidder); (ii) an Affiliate of a Bank (other than a Designated Bidder); (iii) a commercial bank organized under the laws of the United States or any State thereof, and having a combined capital and surplus of at least $500,000,000; (iv) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, has a combined capital and surplus of at least $500,000,000 and is acting through a branch or agency located in the United States, and (v) any other Person approved by the Company and the Administrative Agent, such approvals not to be unreasonably withheld or delayed (it being understood that the Company may reasonably withhold its approval of any such other Person if at the time it would become a Bank hereunder payments to it would not be exempt from United States withholding tax). "Environmental Action" means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief. "Environmental Law" means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial interpretation relating to the environment, health, safety or Hazardous Materials. "Environmental Permit" means any permit, approval, indemnification number, license or other authorization required under any Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974 as amended from time to time, and the regulations promulgated and the rulings issued thereunder. "ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of the Company's controlled group, or under common control with the Company, as determined under Section 414 of the Internal Revenue Code. "ERISA Event" means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of -6- intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Company or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to make a payment to a Plan if the conditions for the imposition of a lien under Section 302(f)(1) of ERISA are satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that could constitute grounds for the termination of, or the appointment of trustee to administer, a Plan. "Euro" and/or "EUR" means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of Economic and Monetary Union. "Eurocurrency Lending Office" means, with respect to any Bank, the office of such Bank specified as its "Eurocurrency Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Bank (or, if no such office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank may from time to time specify to the Company and the Administrative Agent. "Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurocurrency Rate" means, with respect to any Eurocurrency Rate Advance for any specified Interest Period or for the term of any Uncommitted Advance with respect to which interest is calculated by reference to the Eurocurrency Rate, either: (i) the rate of interest per annum equal to the rate for deposits in Dollars or the applicable Alternative Currency of such Eurocurrency Rate Advance with a maturity approximately equal to such Interest Period which appears on Dow Jones Markets (Telerate) Page 3740 or 3750, as applicable, or, if there is more than one such rate, the average of such rates rounded to the nearest 1/100 of 1% (if such average is not a multiple of 1/16 of 1%), as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (ii) if no such rate of interest appears on Dow Jones Markets (Telerate) Page 3740 or 3750, as applicable, for any specified Interest Period, or if Dow Jones Markets (Telerate) Page 3740 or 3750 is unavailable for any reason, the applicable per annum London interbank offered rate for deposits in Dollars or the applicable Alternative Currency appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period. -7- "Eurocurrency Rate Advance" means a Committed Advance which bears interest at a rate based upon the Eurocurrency Rate, as provided in Section 2.07(c). "Eurocurrency Rate Reserve Percentage" of any Bank (other than a Designated Bidder) for any Interest Period for a Eurocurrency Rate Advance means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances of such currency is determined) having a term equal to such Interest Period. "Eurocurrency Rate Uncommitted Borrowing" means an Uncommitted Borrowing comprised of Uncommitted Advances denominated in Dollars, bearing interest based upon the Eurocurrency Rate. "Events of Default" has the meaning specified in Section 6.01. "Extension Request" has the meaning specified in Section 2.22. "Facility Fee" has the meaning specified in Section 2.04. "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. "Fixed Rate Uncommitted Borrowing" means an Uncommitted Borrowing consisting of Uncommitted Advances bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the respective Banks making such Uncommitted Advances pursuant to the procedure described in Section 2.03. "GAAP" has the meaning specified in Section 1.03. "German Marks" means the lawful currency of the Federal Republic of Germany. "Hazardous Materials" means petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, radon gas and any other chemicals, materials or substances designated, classified or regulated as being "hazardous" or "toxic", or words of similar import, under any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial interpretation. -8- "Insurance Policy Debt" means Debt of the Company or any of its Subsidiaries under policies of life insurance now or hereafter owned by the Company or any of its Subsidiaries under which policies the sole recourse for such borrowing is against such policies. "Interest Coverage Ratio" means the ratio, determined on a consolidated basis for the Company and its Consolidated Subsidiaries in accordance with GAAP as of the end of any fiscal quarter, of Consolidated EBIT to Consolidated Interest Expense, in each case determined as of the last day of such fiscal quarter for the four-quarter period then ended. "Interest Period" means, for each Eurocurrency Rate Advance comprising part of the same Committed Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of any conversion or continuation thereof, and ending on the last day of the period selected by a Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, in each case as a Borrower may select, upon notice received by the Administrative Agent pursuant to Section 2.02 or 2.06; provided, however, that (i) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Committed Borrowing shall be of the same duration; (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; (iii) whenever the first day of any Interest Period occurs on a day in an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month; and (iv) no Interest Period may terminate later than the Termination Date (or, if the Company has made the Term Loan Election, the Maturity Date). "Lien" means, with respect to any asset, any security interest, mortgage, pledge, lien, claim, charge or encumbrance of any kind in respect of such asset. "Majority Banks" means at any time Banks holding more than 50% of the then aggregate unpaid principal amount of the Committed Advances held by the Banks, or, if no such principal amount is then outstanding, Banks having more than 50% of the Commitments. "Margin Stock" has the meaning specified in Regulation U issued by the Board of Governors of the Federal Reserve System. -9- "Material Adverse Effect" means a material adverse effect on (i) the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, (ii) the legality, validity or enforceability of this Agreement or the Notes or (iii) the ability of the Company to perform its obligations under this Agreement and the Notes. "Material Subsidiary" means a Subsidiary of the Company which, at the time of determination, (i) shall own assets comprising in excess of 10% of all of the assets of the Company and its consolidated Subsidiaries on a consolidated basis, or (ii) has operating income for the four fiscal quarters most recently ended in excess of 10% of the operating income of the Company and its consolidated Subsidiaries on a consolidated basis. "Maturity Date" means the earlier of (a) the first anniversary of the Termination Date and (b) the date on which all amounts payable hereunder have become due and payable pursuant to Section 6.01. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions. "Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any of its ERISA Affiliates and at least one Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or any of its ERISA Affiliates could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. "National Currency Unit" means the unit of currency (other than a Euro unit) of each member state of the European Union that participates in the third stage of Economic and Monetary Union. "Non-Extending Bank" has the meaning specified in Section 2.22. "Note" means a Committed Note or an Uncommitted Note. "Notice of Committed Borrowing" has the meaning specified in Section 2.02(a). "Notice of Conversion or Continuation" has the meaning specified in Section 2.06(b). "Notice of Uncommitted Borrowing" has the meaning specified in Section 2.03(a). "PBGC" means the Pension Benefit Guaranty Corporation and its successors and assigns. "Person" means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. -10- "Plan" means a Single Employer Plan or a Multiple Employer Plan. "Pro Rata Share" means, at any time with respect to any Bank, the ratio (expressed as a percentage) that such Bank's Commitment bears to the aggregate Commitments of all Banks at such time or, at any time after the Commitments have been terminated, the ratio (expressed as a percentage) that such Bank's outstanding Committed Advances bears to the aggregate outstanding Committed Advances of all Banks at such time. "Public Debt Rating" means, on any date, the rating that has been most recently announced by S&P or Moody's, as the case may be, for any class of long- term senior non-credit-enhanced unsecured debt issued by the Company, changing when and as the applicable rating agency publicly announces a change in its Public Debt Rating. "Quote Deadline" has the meaning specified in Section 2.03(a)(ii). "Register" has the meaning specified in Section 9.07(g). "Replacement Bank" has the meaning specified in Section 2.22(b). "Request Deadline" has the meaning specified in Section 2.03(a)(i). "Responsible Officer" means the Executive Vice President and Chief Financial Officer of the Company, the Vice President and Treasurer of the Company, or any other officer of the Company or any other Borrower responsible for overseeing or reviewing compliance with this Agreement or any Note. "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. "Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any of its ERISA Affiliates and no Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or any of its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. "Sterling" means the lawful currency of the United Kingdom. "Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests having (a) ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (b) having the ability to direct the management of such corporation, partnership, limited liability company, association or other business entity, are at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries. "Swiss Francs" means the lawful currency of Switzerland. -11- "Termination Date" means the earlier of (i) October 11, 2001 (or such later date as is established pursuant to Section 2.22(d)) or (ii) the date the Commitments are terminated in whole pursuant to Section 2.05 or 6.01. "Term Loan Election" has the meaning specified in Section 2.06. "Uncommitted Advance" means an advance by a Bank to a Borrower as part of an Uncommitted Borrowing resulting from the auction bidding procedure described in Section 2.03. "Uncommitted Borrowing" means a borrowing consisting of simultaneous Uncommitted Advances from each of the Banks whose offer to make one or more Uncommitted Advances as part of such borrowing has been accepted by a Borrower under the auction bidding procedure described in Section 2.03. "Uncommitted Borrowing Margin" means, with respect to any Eurocurrency Rate specified by a Borrower in a Notice of Uncommitted Borrowing and any offer made by a Bank in response to such Notice of Uncommitted Borrowing, the margin (expressed as a percentage rate per annum) to be added to or subtracted from such Eurocurrency Rate in order to determine the interest rate per annum at which such Bank is willing to, and offers to, make an Uncommitted Advance to such Borrower as part of a Eurocurrency Rate Uncommitted Borrowing. "Uncommitted Note" means a promissory note, in substantially the form of Exhibit D-2 hereto, duly executed by the Company or a Borrowing Subsidiary and evidencing an Uncommitted Advance made by such Bank, including any amendment, modification, renewal or replacement of such promissory note. "Utilization Fee" has the meaning specified in Section 2.04. "Withdrawal Liability" has the meaning specified in Part 1 of Subtitle E of Title IV of ERISA. "Yen" means the lawful currency of Japan. SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." SECTION 1.03 Accounting Terms; Modifications due to Implementation of Euro. (a) All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements then most recently delivered by the Company to the Banks in accordance with Section 5.03 ("GAAP"); provided, however, that, if any changes in accounting principles from those used in the preparation of the consolidated financial statements of the Company and its Subsidiaries for the fiscal year of the Company ended December 31, 1999 (as delivered to the Lenders pursuant to Section 4.01(e)) occur by reason of the promulgation of rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such changes would affect (or would result in a change in the method of -12- calculation of) the covenant set forth in Section 5.02, or any of the defined terms related thereto contained in Section 1.01, then upon the request of any party hereto, the Company, the Administrative Agent and the Banks shall enter into negotiations in good faith, if and to the extent necessary, to amend such covenant or such terms as would be affected by such changes in GAAP, in accordance with Section 9.01, in such manner as would maintain the economic terms of such covenant as in effect under this Agreement, prior to giving effect to the occurrence of any such changes; and provided further, however, that until the amendment of the covenant and the defined terms referred to in the immediately preceding proviso becomes effective, such covenant and defined terms shall be performed, observed and determined, and any determination of compliance with such covenant shall be made, as though no such changes in accounting principles had been made and the Company shall deliver to the Banks, in addition to the consolidated financial statements otherwise required to be delivered to the Banks under Sections 5.03(a) or 5.03(b) during such period, a statement of reconciliation conforming such consolidated financial statements to GAAP prior to such changes. (b) If the Administrative Agent determines that modifications to this Agreement are necessary as a result of the commencement of the third stage of European Economic and Monetary Union, then the Company, the Administrative Agent and the Banks shall enter into negotiations in good faith to amend this Agreement in such manner as to put the parties in the same position as if the Euro Implementation Date had not occurred. No such modifications shall become effective until this Agreement has been amended in accordance with Section 9.01 to incorporate such modifications. ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES --------------------------------- SECTION 2.01 The Committed Advances. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Committed Advances to the Borrowers from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount with respect to all Borrowers not to exceed at any time outstanding an amount (such Bank's "Available Commitment") equal to (i) the amount set forth opposite such Bank's name on Schedule I hereto or, if such Bank has entered into any Assignment and Acceptance, set forth for such Bank in the Register, as such amount may be reduced pursuant to Section 2.05 (such Bank's "Commitment") minus (ii) such Bank's Pro Rata Share of the aggregate amount of the Uncommitted Advances then outstanding. Each Committed Borrowing shall be in an aggregate amount of not less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof or, if the requested currency for such Committed Advance is not Dollars, an equivalent amount (determined in accordance with Section 2.16) and multiple in the requested Alternative Currency, and, subject to Section 2.02, shall consist of Committed Advances of the same Type made on the same day to the same Borrower by the Banks ratably according to their respective Commitments in the currency so requested. Within the limits of each Bank's Available Commitment, a Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.10, and reborrow under this Section 2.01. SECTION 2.02 Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the -13- Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit E-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Banks, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding: (i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, German Marks, Swiss Francs or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or (ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or -14- (iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, German Marks, Swiss Francs, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either (x) withdraw the applicable Notice of Committed Borrowing, in which case the Committed Borrowing shall not occur; (y) request that such Committed Borrowing be made by the Banks in Dollars as a Committed Borrowing comprised of either Eurocurrency Rate Advances or Base Rate Advances, in which case the original Notice of Committed Borrowing shall be deemed to be a Notice of Committed Borrowing which requests a Committed Borrowing in an aggregate principal amount in Dollars equivalent, on the date the Company or such Borrower so notifies the Administrative Agent, to the amount of the originally requested currency for such Type of Committed Advances (determined in accordance with Section 2.16); provided that such request may not be made by the Company or such Borrower if the requested Type of Committed Advances is Eurocurrency Rate Advances and the request by the Company or such Borrower is not given to the Administrative Agent prior to 2:00 P.M. (London time) on the second Business Day before the requested date of such Committed Borrowing; or (z) only in the case of a Bank giving a notice described in Section 2.02(b)(ii) above, request that such Committed Borrowing be made by the Banks (other than the notifying Bank) and that no Committed Advance be made by the notifying Bank in connection with such Committed Borrowing. In the case of any notice given under clause (y) above, the Company or such Borrower shall specify in such notice the amount and type of Committed Advance to be made by each Bank in connection therewith. Any notice under this subsection (b) shall be given no later than 2:00 P.M. (London time) two Business Days before the date of the requested Committed Borrowing, may be given by telephone and, if by telephone, shall be confirmed promptly in writing. If neither the Company nor the applicable Borrower shall provide a timely notice as contemplated in clause (x), (y) or (z) above in response to a notice by any Bank under clause (i) or (ii) above, the applicable Notice of Committed Borrowing shall be deemed withdrawn. -15- (c) Anything in subsection (a) above to the contrary notwithstanding, if the Majority Banks shall, no later than 5:00 P.M. (Chicago time) three Business Days before the date of any requested Committed Borrowing, continuation or conversion consisting of Eurocurrency Rate Advances, or any continuation thereof or conversion thereto, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for such Eurocurrency Rate Advances, plus additional interest, if any, payable under Section 2.08, will not adequately reflect the cost to such Majority Banks of making, funding, converting to or continuing their respective Eurocurrency Rate Advances for such Committed Borrowing for such Interest Period, then the Administrative Agent shall promptly notify the Company, the applicable Borrower (if other than the Company) and the Banks of such circumstances and upon receipt of such notice, the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either: (i) withdraw the applicable Notice of Committed Borrowing, in which case the Committed Borrowing shall not occur; (ii) withdraw the applicable Notice of Conversion or Continuation, in which case the conversion or continuation of such Committed Borrowing shall not occur; or (iii) request that such Committed Borrowing, continuation or conversion be made by the Banks in Dollars as a Committed Borrowing, continuation or conversion, in which case the original Notice of Committed Borrowing, or Notice of Conversion or Continuation shall be deemed to be a Notice of Committed Borrowing, or Notice of Conversion or Continuation which requests a Committed Borrowing, continuation or conversion in an aggregate principal amount in Dollars equivalent, on the date the Company or such Borrower so notifies the Administrative Agent, to the amount of the originally-requested currency for such Committed Advances; provided that such request may not be made by the Company or such Borrower if the request by the Company or such Borrower is not given to the Administrative Agent prior to 2:00 P.M. (London time) on the second Business Day before the requested date of such Committed Borrowing, continuation or conversion. In the case of any notice given under clause (iii) above, the Company or such Borrower shall specify in such notice the amount and Type of Committed Advances to be made, continued or converted by the Banks in connection therewith. Any notice under this subsection (c) shall be given no later than 2:00 P.M. (London time) two Business Days before the date of the requested Committed Borrowing, may be given by telephone, and, if by telephone, shall be confirmed promptly in writing. From and after the date the Administrative Agent receives the notice described in Section 2.02(c), the Banks' obligation to make Eurocurrency Advances for any affected Interest Period shall be suspended until the Majority Banks notify the Administrative Agent that the circumstances giving rise to such notice no longer exist. If neither the Company nor the applicable Borrower shall provide a timely notice as contemplated in clauses (i), (ii) or (iii) above with respect to a Notice of Committed Borrowing, the applicable Notice of Committed Borrowing shall be deemed withdrawn. If neither the Company nor the applicable Borrower shall provide timely a notice as contemplated in clauses (i), (ii) or (iii) above with -16- respect to a Notice of Continuation or Conversion, the Company or such applicable Borrower shall be deemed to have made the request described in clause (iii). (d) Each Notice of Committed Borrowing and Notice of Conversion or Continuation may be revoked by the Company or, if other than the Company, the applicable Borrower, by notice to the Administrative Agent without any liability on the part of the Company or such Borrower at any time prior to (i) 10:00 A.M. (Chicago time) on the date of a proposed Committed Borrowing, continuation or conversion comprised of Base Rate Advances, (ii) 11:00 A.M. (London time) on the second Business Day prior to the date of a proposed Committed Borrowing, continuation or conversion comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) 11:00 A.M. (London time) on the third Business Day prior to the date of a proposed Committed Borrowing, continuation or conversion comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. In the case of any Committed Borrowing, continuation or conversion which the related Notice of Committed Borrowing, or Notice of Conversion or Continuation, specifies is to be comprised of Eurocurrency Rate Advances, unless the Company or the applicable Borrower revokes such Notice of Committed Borrowing or Notice of Conversion or Continuation in accordance with the preceding sentence and except as otherwise provided in Sections 2.02(b) and (c), the Company or such Borrower shall indemnify each Bank against any loss, cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing or Notice of Conversion or Continuation for such Committed Borrowing, conversion or continuation, the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense reasonably incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Committed Advance to be made by such Bank as part of such Committed Borrowing, conversion or continuation, when such Committed Advance, as a result of such failure, is not made, continued or converted on such date. (e) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Committed Borrowing that such Bank will not make available to the Administrative Agent such Bank's Pro Rata Share of such Committed Borrowing, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent on the date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make a corresponding amount available to the applicable Borrower on such date. If and to the extent that such Bank shall not have so made such Pro Rata Share available to the Administrative Agent, such Bank and such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Committed Advances comprising such Committed Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay such corresponding amount to the Administrative Agent, such amount so repaid shall constitute such Bank's Committed Advance as part of such Committed Borrowing for purposes of this Agreement. (f) A Bank's failure to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Bank of its obligation, if any, hereunder -17- to make its Committed Advance on the date of such Committed Borrowing. No Bank shall be responsible for the failure of any other Bank to make the Committed Advance to be made by such other Bank on the date of any Committed Borrowing. SECTION 2.03 The Uncommitted Advances. (a) Each Bank severally agrees that any Borrower may make Uncommitted Borrowings in Dollars from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in the manner set forth below; provided that, following the making of each Uncommitted Borrowing, the aggregate amount with respect to all Borrowers of the Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Banks. (i) A Borrower may request, and the Company may request for the benefit of any Borrowing Subsidiary, an Uncommitted Borrowing to be made by such Borrower under this Section 2.03 by delivering to the Administrative Agent, by telecopier not later than the applicable Request Deadline a notice of an Uncommitted Borrowing (a "Notice of Uncommitted Borrowing"), in substantially the form of Exhibit E-2 hereto, specifying therein (A) the requested date of the proposed Uncommitted Borrowing, (B) the aggregate amount of the proposed Uncommitted Borrowing, (C) that each Bank submitting an offer shall quote an Uncommitted Borrowing Margin, or that each Bank submitting an offer shall quote a fixed interest rate per annum without reference to the Eurocurrency Rate, (D) maturity date for repayment of each Uncommitted Advance to be made as part of such Uncommitted Borrowing (which maturity date may not be earlier than seven (7) days, or later than 180 days after the date of the proposed Uncommitted Borrowing or later than the Termination Date) and whether such Uncommitted Advance may be prepaid, and if so, whether with or without penalty, (E) interest payment date or dates relating thereto, (F) Borrower and (G) other material terms to be applicable to such Uncommitted Borrowing. The Administrative Agent shall promptly notify each Bank of its receipt of each such Notice of Uncommitted Borrowing by sending each Bank a copy thereof. "Request Deadline" means (x) in the case of a Fixed Rate Uncommitted Borrowing, 4:00 P.M. (Chicago time) on the Business Day prior to the date of such proposed Uncommitted Borrowing and (y) in the case of a Eurocurrency Rate Uncommitted Borrowing, 4:00 P.M. (Chicago time) four (4) Business Days prior to the date of such proposed Uncommitted Borrowing. (ii) Each Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Uncommitted Advances to such Borrower as part of such proposed Uncommitted Borrowing at a rate or rates of interest specified by such Bank, in its sole discretion, by notifying the Administrative Agent not later than the applicable Quote Deadline of the minimum amount (if any) and maximum amount of each Uncommitted Advance which such Bank would be willing to make as part of such proposed Uncommitted Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Bank's Commitment, if any), the Uncommitted Borrowing Margin or Margins to be applied in the determination of the rate or rates of interest therefor (or, if the Notice of Uncommitted Borrowing shall have requested that fixed rates per annum be quoted, the fixed rate or rates per annum therefor) and such Bank's Applicable Lending Office with respect to such Uncommitted Advance. If any Bank shall elect not to make such an offer, such Bank shall so notify the -18- Administrative Agent before the applicable Quote Deadline, and such Bank shall not be obligated to, and shall not, make any Uncommitted Advance as part of such Uncommitted Borrowing; provided that the failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Uncommitted Advance as part of such proposed Uncommitted Borrowing. The Administrative Agent shall promptly notify the Company and, if applicable, the applicable Borrowing Subsidiary of each Bank's response pursuant to this paragraph (ii); provided, that if Bank One shall elect to make an offer under this paragraph (ii), such offer shall be delivered to the Company and, if applicable, the Borrowing Subsidiary not later than one- half hour prior to the applicable Quote Deadline. Each Borrower shall be entitled to assume that each quote of an Uncommitted Borrowing Margin or a fixed rate per annum by a Bank includes, and such Bank shall not be entitled to claim as additional interest or costs under Section 2.08 or otherwise, any costs to such Bank in the nature of a reserve requirement, assessment or other charge in connection with the Uncommitted Advance to which such quote relates, except that such Bank shall be entitled to claim increased costs and additional compensation under Section 2.12(a) and (b) and Section 2.18, but solely with respect to the changes described in such provisions that occur after the date such Uncommitted Advance is made. "Quote Deadline" means, (x) in the case of a Fixed Rate Uncommitted Borrowing, 9:00 A.M. (Chicago time) on the date of such proposed Uncommitted Borrowing and (y) in the case of a Eurocurrency Rate Uncommitted Borrowing, 9:00 A.M. (Chicago time) three Business Days prior to the date of such proposed Uncommitted Borrowing. (iii) Such Borrower, or the Company on behalf of such Borrower, shall, in turn, before the applicable Acceptance Deadline, either (A) cancel, without incurring an obligation on the part of such Borrower or the Company to indemnify for losses, costs or expenses under Section 2.02(d), such Uncommitted Borrowing by giving the Administrative Agent notice to that effect, in which case such Uncommitted Borrowing shall not be made, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion but in any event in ascending order of the fixed rates of interest or Uncommitted Borrowing Margins (as applicable) offered by all of the Banks responding to such Notice of Uncommitted Borrowing, by giving notice to the Administrative Agent of the relevant Banks and the respective amounts of each Uncommitted Advance (each of which amounts shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, offered to be made by the respective Bank for such Uncommitted Advance pursuant to Section 2.02(a)(ii) above) and reject any remaining offers made by Banks pursuant to such Section by giving the Administrative Agent notice to that effect. The Company (either for itself or on behalf of a Borrowing Subsidiary) may not accept offers which, in the aggregate, exceed the requested Uncommitted Borrowing specified in the applicable Notice of Uncommitted Borrowing. If two or more Banks -19- bid at the same Uncommitted Borrowing Margin or fixed rate of interest, as the case may be, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such Uncommitted Borrowing shall be allocated pro rata on the basis of the maximum amount offered by each such Bank at such fixed rates or Uncommitted Borrowing Margins in connection with such Uncommitted Borrowing. The Administrative Agent shall promptly notify the Banks of each notice it receives pursuant to this paragraph (iii). "Acceptance Deadline" means, (x) in the case of an Uncommitted Borrowing to be denominated in Dollars, 10:00 A.M. (Chicago time) on the date of such proposed Uncommitted Borrowing and (y) in the case of an Uncommitted Borrowing to be denominated in an Alternative Currency, 4:00 P.M. (Chicago time) three Business Days prior to the date of such proposed Uncommitted Borrowing. (iv) If such Borrower accepts, or the Company accepts on such Borrower's behalf, one or more of the offers made by any Bank or Banks pursuant to Section 2.03(a)(iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Bank that has made an offer pursuant to Section 2.03(a)(ii) of the date and aggregate amount of such Uncommitted Borrowing and whether or not any offer or offers so made by such Bank have been accepted by such Borrower, (B) each Bank that is to make an Uncommitted Advance as a part of such Uncommitted Borrowing, of the amount of each Uncommitted Advance to be made by such Bank as part of such Uncommitted Borrowing, and (C) each Bank that is to make an Uncommitted Advance as part of such Uncommitted Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make an Uncommitted Advance as part of such Uncommitted Borrowing shall, before 1:00 P.M. (Chicago time) on the date of such Uncommitted Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Administrative Agent pursuant to subclause (C) of the preceding sentence, make available to the Administrative Agent at the Administrative Agent's Domestic Lending Office, in federal or otherwise immediately available funds, such Bank's portion of such Uncommitted Borrowing. After the Administrative Agent receives such funds and when the applicable conditions set forth in Article III have been fulfilled, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address. Promptly after (x) each Uncommitted Borrowing, the Administrative Agent will notify each Bank of the amount and date of the Uncommitted Borrowing and the maturity date thereof and the Available Commitment of each Bank after giving effect to such Uncommitted Borrowing and (y) the prepayment of any Uncommitted Borrowing by or on behalf of such Borrower, the Administrative Agent will notify each Bank of the amount and date of each such prepayment and the Available Commitment of each Bank after giving effect thereto. (b) Each Uncommitted Borrowing shall be in an aggregate amount of not less than $25,000,000 or an integral multiple of $1,000,000 in excess thereof, or if the requested -20- currency for such Advance is not Dollars, the equivalent of such amount (determined in accordance with Section 2.16) or multiple in the requested Alternative Currency. (c) Within the limits and on the conditions set forth in this Section 2.03, each Borrower may from time to time borrow under this Section 2.03, repay pursuant to subsection (d) below, and reborrow under this Section 2.03; provided that an Uncommitted Borrowing shall not be made within three Business Days of any other Uncommitted Borrowing. (d) Each Borrower shall repay to the Administrative Agent, for the account of each Bank which has made an Uncommitted Advance to such Borrower, on the maturity date of each such Uncommitted Advance (such maturity date being that specified for repayment of such Uncommitted Advance in the related Notice of Uncommitted Borrowing delivered pursuant to Section 2.03(a)(i) above) the then unpaid principal amount of such Uncommitted Advance. A Borrower shall not have the right to prepay any principal amount of any Uncommitted Advance without the consent of the Bank making such Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each Uncommitted Advance made to it, from the date of such Uncommitted Advance to the date the principal amount of such Uncommitted Advance is repaid in full, at the rate of interest for such Uncommitted Advance specified by the Bank making such Uncommitted Advance in its notice with respect thereto delivered pursuant to Section 2.03(a)(ii) above, payable on the interest payment date or dates specified for such Uncommitted Advance in the related Notice of Uncommitted Borrowing delivered pursuant to Section 2.03(a)(i) above. (f) The Borrower of any Uncommitted Advance shall, promptly upon request by the Bank making such Uncommitted Advance (either in the quote delivered by such Bank pursuant to Section 2.03(a)(ii) or by notice to the Administrative Agent), execute and deliver to the Administrative Agent an Uncommitted Note payable to the order of such Bank in a principal amount equal to the principal amount of such Uncommitted Advance and otherwise on such terms as were agreed to for such Uncommitted Advance in accordance with Section 2.03. SECTION 2.04 Facility Fee and Utilization Fee. (a) The Company and each Borrowing Subsidiary jointly and severally agree to pay to the Administrative Agent, for the account of each Bank other than a Designated Bidder, a facility fee ("Facility Fee") on the average daily Commitment of such Bank from the date hereof until the Termination Date (or, if the Company has made the Term Loan Election, until the Maturity Date), payable in arrears on the first Business Day of each January, April, July and October during the term of such Bank's Commitment, commencing January 2, 2001, and on the Termination Date (or, if the Company has made the Term Loan Election, on the Maturity Date), at a rate per annum equal to 0.06%. (b) To the extent, and for so long as, (i) the average daily aggregate outstanding principal amount of Advances at any time exceeds one-half of the aggregate Commitments at such time, and (ii) Category 3 Status, Category 4 Status or Category 5 Status exists, the Company and each Borrowing Subsidiary, jointly and severally, agree to pay to each Bank other than a Designated Bidder a utilization fee (the "Utilization Fee") equal to 0.05% per annum of the aggregate principal amount of such Bank's Advances at such time. The Utilization Fee shall be payable on each date the Facility Fee is payable. -21- (c) Notwithstanding the foregoing, (i) any Facility Fee or Utilization Fee accrued with respect to any Commitment of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by the Borrowers so long as such Bank shall be a Defaulting Bank, except to the extent such Facility Fee or Utilization Fee was due and payable prior to such time, and (ii) no Facility Fee or Utilization Fee shall accrue on the Commitment of a Defaulting Bank so long as such Bank is a Defaulting Bank. SECTION 2.05 Reduction and Termination of the Commitments. (a) The Company shall have the right, upon at least four (4) days' notice to the Administrative Agent to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks, provided that the aggregate amount of the Commitments of the Banks shall not be reduced to an amount which is less than the aggregate principal amount of the Uncommitted Advances then outstanding and provided, further, that each partial reduction shall be in an aggregate amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof. (b) Provided that no Event of Default shall have occurred and be continuing, the Company may at any time replace any Bank, in whole but not in part, by (i) giving such Bank and the Administrative Agent not less than ten (10) Business Days' prior notice thereof, which notice shall be irrevocable and effective only when received by such Bank and the Administrative Agent and shall specify the effective date of such replacement, and (ii) effecting an assignment of all of the Bank's Commitment and Advances in accordance with Section 9.07. (c) On the Termination Date, if the Company has made the Term Loan Election in accordance with Section 2.06(a) prior to such date, and from time to time thereafter upon each prepayment of the Advances, the aggregate Commitments of the Banks shall be automatically and permanently reduced on a pro rata basis by an amount equal to the amount by which (i) the aggregate Commitments immediately prior to such reduction exceeds (ii) the aggregate unpaid principal amount of all Advances (determined in the case of any Advances denominated in an Alternative Currency by reference to the Dollar Amount) outstanding at such time. SECTION 2.06 Payment; Conversion and Continuation. (a) On the Termination Date, the Borrowers shall, subject to the next succeeding sentence, repay to the Administrative Agent for the ratable account of the Banks, the entire unpaid principal amount of the Advances made by each Bank. The Company may, upon not less than 15 days' notice to the Administrative Agent, elect (the "Term Loan Election") to convert all of the Advances outstanding on the Termination Date in effect at such time into a term loan which the Borrowers shall repay in full, together with all accrued interest, ratably to the Banks on the Maturity Date, with any prepayment thereof subject to Section 2.11; provided that the Term Loan Election may not be exercised if an event shall have occurred and be continuing which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both on the date of notice of the Term Loan Election or on the date on which the Term Loan Election is to be effected. All Advances converted to a term loan pursuant to this Section 2.06(a) shall continue to constitute Advances except that the Borrowers may not reborrow pursuant to Section 2.01 after all or any portion of the Advances have been prepaid pursuant to Section 2.10. -22- (b) Any Borrower may elect (x) to convert Base Rate Advances or any portion thereof to Eurocurrency Rate Advances, (y) to convert Eurocurrency Rate Advances or any portion thereof into Base Rate Advances, or (z) to continue any Eurocurrency Rate Advance or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of Base Rate Advances being converted into Eurocurrency Rate Advances or of Eurocurrency Rate Advances being continued shall, in the aggregate, equal $20,000,000 or an integral multiple of $1,000,000 in excess thereof. The applicable Interest Period for the continuation of any Eurocurrency Rate Advance shall commence on the day on which the immediately-preceding Interest Period expires. Each conversion or continuation shall be allocated among the Committed Advances of each Bank in accordance with its Pro Rata Share of the amount so converted or continued. Each such election shall be in substantially the form of Exhibit F (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent notice by 10:00 a.m. (Chicago time) on the date of such conversion or continuation, in the case of a conversion to a Base Rate Advance, giving the Administrative Agent at least three Business Days' prior written notice thereof in the event of a conversion to or continuation of a Eurocurrency Advance specifying, in each case (i) whether a conversion or continuation is to take place, (ii) what Advances are to be converted or continued, and if converted, the Type of Advance to which it is to be converted, (iii) the amount of the conversion or continuation, (iv) the Interest Period therefor and (v) in the case of a conversion, the date of conversion (which date shall be a Business Day). The Administrative Agent shall promptly notify each Bank of its receipt of a Notice of Conversion or Continuation by sending such Bank a copy thereof. If, within the time period required under the terms of this Section 2.06(b), the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing an election to continue or convert any Advances for an additional Interest Period, then, upon the expiration of the Interest Period therefor, such Advances will be automatically converted to Base Rate Advances. SECTION 2.07 Interest on Committed Advances. Each Borrower shall pay interest on the unpaid principal amount of each Committed Advance made by each Bank to it from the date of such Committed Advance until such principal amount shall be paid in full, at the following rates per annum: (a) Base Rate Advances. During such period as such Committed Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable quarterly in arrears on the first Business Day of each January, April, July and October, commencing January 2, 2001, and on the Termination Date (or, if the Company has made the Term Loan Election, on the Maturity Date). The Administrative Agent shall give notice to the Company and the applicable Borrower (if other than the Company) and each Bank of any change in the Base Rate promptly after such change occurs, but the Administrative Agent's failure to give such notice shall not affect the obligation of the Company or such Borrower to pay interest at such rate when it becomes due and payable. (b) Eurocurrency Rate Advances. During such period as such Committed Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Committed Advance to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during -23- such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be converted or paid in full. (c) Default Interest. Notwithstanding the foregoing provisions of this Section 2.07, any amount of principal and fees and, to the extent permitted by law, interest, that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% per annum above (i) in the case of principal, the rate of interest otherwise thereto from time to time in accordance with the terms hereof, and (ii) in the case of interest and fees, the Base Rate in effect from time to time. SECTION 2.08 Additional Interest on Eurocurrency Rate Advances. Each Borrower shall pay to each Bank other than Designated Bidders, so long as and to the extent such Bank shall be required under regulations of the Board of Governors of the Federal Reserve System (or any similar authority outside the United States, in the case of Committed Advances in Alternative Currencies) to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances in the applicable Alternative Currency is determined) and such Bank's performance under this Agreement (and other like agreements) shall have given rise to additional reserve requirements for such Bank thereunder, additional interest on the unpaid principal amount of each Committed Advance constituting a Eurocurrency Rate Advance of such Bank made to such Borrower, from the date of such Committed Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurocurrency Rate for the applicable Interest Period for such Committed Advance from (ii) the rate obtained by dividing such Eurocurrency Rate by a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage of such Bank for such Interest Period, payable on each date on which interest is payable on such Committed Advance. Such Bank shall, not later than the last day of the applicable Interest Period, provide notice to the Administrative Agent, the Company and, if other than the Company, the applicable Borrower of any such additional interest arising in connection with such Committed Advance. Such additional interest so notified on a timely basis by any Bank shall be payable to the Administrative Agent for the account of such Bank on the dates specified for payment of interest for such Committed Advance in Section 2.07. SECTION 2.09 Interest Rate Determination. (a) The Administrative Agent shall give prompt notice to the Company and the applicable Borrower (if other than the Company) and each of the Banks (other than the Designated Bidders) of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.07(a) or (b). (b) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Committed Borrowing shall be reduced, by payment, prepayment or otherwise, to less than $20,000,000, such Advances shall automatically convert into Base Rate Advances and such conversion shall be subject to Section 2.11. -24- SECTION 2.10 Prepayments. A Borrower may prepay, on any Business Day following notice by 11:00 a.m. (Chicago time) on such Business Day to the Administrative Agent (in the case of Base Rate Advances) and on three Business Days' prior notice to the Administrative Agent (in the case of Eurocurrency Rate Advances), each Committed Borrowing made to such Borrower, in whole or in part. Such notice shall include the proposed date and aggregate principal amount of such prepayment, and if such notice is given, such Borrower shall prepay such principal amount, together with accrued interest to the date of such prepayment on the principal amount prepaid. Any amounts payable, if any, pursuant to Section 2.11 hereof in connection with any prepayment shall be paid on the date of such prepayment; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Subject to Sections 2.12 and 2.13, each prepayment of a Committed Borrowing shall be made to each Bank in accordance with such Bank's Pro Rata Share thereof. The Company shall, on the first Business Day of each January, April, July and October, if the aggregate outstanding principal Dollar Amount of all Advances, calculated by the Administrative Agent on the seventh Business Day prior to such payment date and reported to the Company by the fifth Business Day prior to such payment date, exceeds (as the result of fluctuations in applicable foreign exchange rates or otherwise) 105% of the then aggregate amount of the Banks' Commitments (calculated as aforesaid), prepay a Committed Borrowing or Borrowings (in whole or in part, and in any case as selected by the Company) in an aggregate Dollar Amount (calculated as aforesaid, and rounded upward, if necessary, to the nearest $1,000,000) equal to the excess of: (i) the aggregate principal Dollar Amount (calculated as aforesaid) of Advances outstanding, over (ii) the then aggregate amount of the Banks' Commitments (calculated as aforesaid). Each prepayment of any Committed Borrowing (in whole or in part) made pursuant to this Section 2.10 shall be without premium or penalty, but shall be subject to the provisions of Section 2.11. Any mandatory prepayment of a Committed Borrowing shall be made to the Administrative Agent for the account of each Bank based on such Bank's Pro Rata Share of such Committed Borrowing and shall include accrued and unpaid interest on the principal amount prepaid and all amounts owing under Section 2.11. SECTION 2.11 Funding Indemnification. If any payment of principal of any Advance (other than a Base Rate Advance) is made other than on the last day of an Interest Period for such Advance, as a result of acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or if any Eurocurrency Rate Advance is converted to a Base Rate Advance pursuant to Section 2.13(b) on any day other than the last day of an Interest Period for such Eurocurrency Rate Advance, the applicable Borrower shall, upon demand by any Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or conversion, including without limitation any loss (excluding loss of anticipated profits), cost or expense reasonably incurred as a result of the liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain such Advance. -25- SECTION 2.12 Increased Costs and Reduced Return. (a) Subject to the limitation in Section 2.03(a)(ii), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurocurrency Rate Advances, included in the Eurocurrency Rate Reserve Percentage), after the date hereof, in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued after the date hereof, there shall be any increase in the cost to any Bank of agreeing to make, making, funding or maintaining Eurocurrency Rate Advances (including, without limitation, any conversion of any Advance denominated in an Alternative Currency other than the Euro into an Advance denominated in Euro), by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), such Borrower shall pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from a change, guideline or request which took effect more than 90 days prior to the date of such demand. (b) Subject to the limitation in Section 2.03(a)(ii), if any Bank shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount reasonably deemed by such Bank to be material, then from time to time, within ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to the Administrative Agent for the account of such Bank such additional amount or amounts as will compensate such Bank, in light of such circumstances, to the extent such Bank reasonably determines such reduction to be allocable to the existence of such Bank's Commitment; provided that no Borrower shall be obligated to pay any such amount to the extent such amount results from an adoption, change, request or directive which took effect or was issued more than 90 days prior to the date of such demand. (c) Each Bank will promptly notify the Administrative Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which would entitle such Bank to compensation pursuant to this Section 2.12. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall create a rebuttable presumption as to the correctness of such additional amount or amounts. Each Bank agrees not to request any payment under this Section 2.12 unless similar requests are then generally being made by such Bank of other borrowers similarly situated, and to use a reasonable basis for calculating amounts allocable to its Commitment hereunder. -26- SECTION 2.13 Illegality. (a) If any Bank shall determine (which determination shall be rebuttably presumed correct as to all parties) at any time that the making or continuance of its Eurocurrency Rate Advances has become unlawful because of the introduction of or any change in or in the interpretation of any law or regulation or because of the assertion of unlawfulness by any central bank or other governmental authority, then, in any such event, such Bank shall give prompt notice (by telephone confirmed in writing) to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each Borrower and the other Banks). (b) Upon the giving of the notice to the Company referred to in subsection (a) above, if the affected Advances are then outstanding, each Borrower shall, upon at least one Business Day's written notice to the Administrative Agent and the affected Bank, or if permitted by applicable law no later than the date permitted thereby, in such Borrower's sole discretion, either (i) prepay the principal amount of all outstanding Advances of such Bank to which such notice relates, together with accrued interest thereon to the date of payment, or (ii) convert each such Advance into a Base Rate Advance denominated in Dollars and, in each case, be obligated to reimburse the Banks in respect thereof pursuant to Section 2.11 hereof. If more than one Bank gives notice pursuant to Section 2.13(a) at any time, then all outstanding Advances of the affected Type or currency of such Banks must be treated in the same manner by the Borrowers pursuant to this subsection 2.13(b) and the Banks' obligations to make, convert or continue Eurocurrency Rate Advances shall be suspended until the Administrative Agent notifies the Borrowers that the circumstances causing such suspension no longer exist. SECTION 2.14 Payments and Computations. (a) The Company and each Borrowing Subsidiary shall make each payment hereunder and under the Notes without set- off, counterclaim or other deduction by causing a wire transfer of immediately- available funds to be initiated to the Administrative Agent in an amount equal to such payment not later than 12:00 noon (Chicago time) on the day when due from the Company or such Borrowing Subsidiary. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Sections 2.03, 2.05(b), 2.08, 2.11, 2.12, 2.15, 2.18 or 2.19) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the Euro, in the Euro; provided that if the applicable Borrower fails to make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute an Event of Default or an event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity payment within five Business Days after such Borrower shall have received a certificate from such Bank setting forth in reasonable detail the amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment -27- in such Alternative Currency on the due date thereof. Each Bank agrees to use reasonable efforts to avoid or minimize all such loss, cost, damage or expense. (b) All computations of interest based on the Base Rate, or the Eurocurrency Rate applicable to Borrowings denominated in Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate (as to all other currencies) or the Federal Funds Rate, all computations of interest pursuant to Section 2.08 and all computations of the Facility Fee and the Utilization Fee shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Bank) of an interest rate or fee owing hereunder shall create a rebuttable presumption as to the correctness of such determination. (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. SECTION 2.15 Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Committed Advances made by it (other than pursuant to Sections 2.08, 2.11, 2.12, 2.13(b), 2.18 or 2.19) in excess of its ratable share of payments on account of the Committed Advances obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Committed Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of (i) the amount of such Bank's required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. Each Borrower agrees that any Bank so purchasing a participation from another Bank -28- with respect to Advances made to such Borrower pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of such Borrower in the amount of such participation. SECTION 2.16 Currency Equivalents. (a) For purposes of this Article II, (i) the equivalent in Dollars of any Alternative Currency shall be determined by using the arithmetical mean of the buy and sell spot rates at which Bank One's principal office in London exchanges Dollars for such Alternative Currency in the interbank market in London at 11:00 A.M. (London time) two Business Days prior to the date on which such equivalent is to be determined, (ii) the equivalent in any Alternative Currency of any other Alternative Currency shall be determined by using the arithmetical mean of the buy and sell spot rates at which Bank One's principal office in London exchanges such Alternative Currency for the equivalent in such other Alternative Currency in London at 11:00 A.M. (London time) two Business Days prior to the date on which such equivalent is to be determined, and (iii) the equivalent in any Alternative Currency of Dollars shall be determined by using the arithmetical mean of the buy and sell spot rates at which Bank One's principal office in London exchanges such Alternative Currency for Dollars in London at 11:00 A.M. (London time) two Business Days prior to the date on which such equivalent is to be determined. The equivalent in Dollars of each Eurocurrency Rate Advance made in an Alternative Currency shall be recalculated hereunder on each day that it is necessary to determine the unused portion of each Bank's Commitment, or any or all of the Advances on such date. (b) If for the purpose of obtaining a judgment in any court with respect to any obligation of a Borrower hereunder, it shall become necessary for the Administrative Agent or any Bank entitled to receive payments hereunder to convert any amount into a currency other than the currency denominated hereunder for such obligation, then such conversion shall be made on the basis of rates (the "Exchange Rates") determined in the manner described in subsection (a) above (or, if the applicable currency to be converted is not at the time of conversion available in the interbank market in London, then in such other interbank market as the Administrative Agent shall determine to have adequate availability of such currency) and the date with respect to which such an equivalent is to be determined shall be the first Business Day preceding the date on which final judgment is entered. If pursuant to any such judgment conversion is to be made with respect to a date other than the date referred to above, and there shall occur a change between the Exchange Rates in effect on such date and the Exchange Rates in effect on the date of payment, (i) the applicable Borrower agrees to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is the amount in such other currency which, when converted at the Exchange Rates as in effect on the date of payment or distribution, is the amount then due hereunder in the relevant currency and (ii) such Borrower shall not be required to pay any amount in excess of the amount determined to be payable in connection with such obligation, calculated on the basis of the Exchange Rates in effect on the first Business Day preceding the date on which final judgment is entered. Any amount due from a Borrower under this subsection (b) shall be due as a separate debt and is not to be affected by or merged into any judgment being obtained for any other sums due hereunder. SECTION 2.17 Borrowing Subsidiaries. The Company may at any time or from time to time add as a party to this Agreement any Subsidiary of the Company to be a "Borrowing -29- Subsidiary" hereunder by causing such Subsidiary to execute and deliver a duly completed Assumption Letter to the Administrative Agent, with the written consent of the Company at the foot thereof. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on all Advances made to any Borrowing Subsidiary under this Agreement shall have been paid in full and all other obligations of such Borrowing Subsidiary shall have been fully performed, such Borrowing Subsidiary may, by not less than five Business Days' prior notice to the Administrative Agent (which shall promptly notify the Banks thereof), terminate its status as a "Borrowing Subsidiary." SECTION 2.18 Taxes. (a) Any and all payments by a Borrower hereunder or under the Notes shall be made in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Administrative Agent is organized or any political subdivision thereof and taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.18) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes"). (c) Each Borrower will indemnify each Bank and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.18) paid by such Bank or the Administrative Agent and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the Borrowers shall have no obligation under this subsection (c) to indemnify any Bank or the Administrative Agent if a Borrower shall have performed its obligations under subsection (a) and (b), thereby providing such Bank or the Administrative Agent (as the case may be) the wherewithal to make payment, or demonstrate that payment has been made, of any such Taxes or Other Taxes, and such Bank or the Administrative Agent (as the case may be) shall not have effected such payment or made such demonstration of payment on a timely basis to the relevant taxing authorities. This indemnification shall be made to the Administrative Agent for the account of such Bank or the -30- Administrative Agent (as the case may be) within 30 days from the date such Bank or the Administrative Agent makes written demand therefor (with a copy, in the case of a demand by a Bank, of such demand to the Administrative Agent). (d) Notwithstanding the foregoing, unless, prior to the date of the initial Committed Borrowing (in the case of a Bank listed on Schedule I hereto), and prior to the effective date of the Assignment and Acceptance by which it became a Bank (in the case of bank that became a Bank pursuant to such Assignment and Acceptance), and in each case from time to time thereafter, if requested by any Borrower, (i) each Bank organized under the laws of a jurisdiction outside the United States shall have provided the Company with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Bank's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other documents satisfactory to the Company which shall indicate that all payments to be made to such Bank hereunder are not subject to United States withholding tax or are subject to such taxes at a rate reduced to zero by an applicable tax treaty, neither the Company nor any other Borrower shall have any obligation under the last sentence of Section 2.18(a) to make any payments to or for the benefit of such Bank in excess of the amounts otherwise payable under this Agreement, and (ii) each Bank organized under the laws of a jurisdiction outside the jurisdiction where any Borrowing Subsidiary is incorporated shall have taken all steps prescribed by the applicable governmental authority in the jurisdiction where such Borrowing Subsidiary is located so that such Bank is exempt from applicable withholding taxes with respect to all payments to be made to such Bank hereunder or so that all payments to be made to such Bank hereunder are not subject to applicable withholding taxes or are subject to such taxes at a rate reduced to zero by an applicable tax treaty, neither the Company nor any other Borrower shall have any obligation under the last sentence of Section 2.18(a) to make any payments to or for the benefit of such Bank in excess of the amounts otherwise payable under this Agreement; provided, however, that the applicable Borrower shall make the payments required by the last sentence of Section 2.18(a) if the obligation to withhold arises from a change in applicable law after the date hereof (or, with respect to payments to a new Applicable Lending Office designated pursuant to Section 2.20, after the date such Bank designates such new Applicable Lending Office). Unless the applicable Borrower has received forms or other documents, including Form W-8ECI, Form W-8BEN or any other applicable tax forms from the United States or any other applicable jurisdiction, such forms to be satisfactory to the Company, indicating that payments hereunder are not subject to any withholding tax or are subject to such tax at a rate reduced to zero by an applicable tax treaty, the applicable Borrower shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Bank organized under the laws of a jurisdiction outside the United States (or in the case of a Borrowing Subsidiary incorporated outside the United States, any Bank organized under the laws outside of the jurisdiction where such Borrowing Subsidiary is incorporated). Should a Bank become subject to Taxes because of -31- its failure or inability to deliver a form required hereunder, the Company shall take such steps not requiring the expenditure of money as the Bank shall reasonably request to assist the Bank to recover such Taxes. SECTION 2.19 Defaulting Banks. (a) If at any time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any Note to or for the account of such Defaulting Bank, then the Borrower may, so long as no Event of Default shall have occurred and be continuing at such time and to the fullest extent permitted by applicable law, set off and otherwise apply the amount owed by the Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make such Defaulted Advance. If the Borrower shall so set off and otherwise apply the amount owed by the Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make any such Defaulted Advance on any date, the amount so set off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the Notes an Advance by such Defaulting Bank made on the date of such setoff. Such Advance shall be a Base Rate Advance and shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01 or Section 2.03(a), as the case may be, even if the other Advances comprising such Borrowing shall be Eurocurrency Rate Advances on the date such Advance is deemed to be made pursuant to this Section 2.19(a). The Borrower shall notify the Administrative Agent at any time the Borrower makes a setoff under this Section 2.19(a) and shall specify in such notice (A) the name of the Defaulting Bank and the Defaulted Advance required to be made by such Defaulting Bank and (B) the amount set off and otherwise applied in respect of such Defaulted Advance pursuant to this Section 2.19(a). Any part of such payment otherwise required to be made by the Borrower to or for the account of such Defaulting Bank that is paid by the Borrower, after giving effect to the amount set off and otherwise applied by the Borrower pursuant to this Section 2.19(a), shall be applied by the Administrative Agent as specified in Section 2.19(b) or 2.19(c). (b) If at any time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to the Administrative Agent or any of the other Banks and (iii) the Borrower shall make any payment hereunder or under any Note to the Administrative Agent for the account of such Defaulting Bank, then the Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Bank to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. If the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the Notes payment to such extent of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with their respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by the Borrower shall at any time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent and the other Banks, in the following order of priority: -32- (A) first, to the Administrative Agent for any Defaulted Amounts owing to the Administrative Agent (solely in its capacity as Administrative Agent) at such time; and (B) second, to the other Banks for any Defaulted Amounts owing to the other Banks (solely in their capacity as Banks) at such time, ratably in accordance with such respective Defaulted Amounts owing to each other Bank (solely in its capacity as a Bank) at such time. Any part of such payment made by the Borrower for the account of such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this Section 2.19(b), shall be applied by the Administrative Agent as specified in Section 2.19(c). (c) If at any time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the Administrative Agent or any other Bank shall be required to pay or to distribute any amount hereunder or under any Note to or for the account of such Defaulting Bank, then the Borrower or such other Bank shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this Section 2.19(c) shall be deposited by the Administrative Agent in an account with Bank One, in the name and under the control of the Administrative Agent, but subject to the provisions of this Section 2.19(c). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be Bank One's standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this Section 2.19(c). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder to the Administrative Agent or any other Bank, as and when such Advances or such amounts are required to be made or paid and, if the amount so held in escrow shall any time be insufficient to make and pay all such Advances and all such amounts required to be made or paid at such time, in the following order of priority: (A) first, to the Administrative Agent for any amounts due and payable by such Defaulting Bank to the Administrative Agent hereunder (solely in its capacity as Administrative Agent) at such time; (B) second, to the other Banks for any amounts due and payable by such Defaulting Bank to the other Banks hereunder (solely in their capacity as Banks) at such time, ratably in accordance with such respective amounts due and payable to each other Bank (solely in its capacity as Bank) at such time; and -33- (C) third, to the Borrower for any Advances required to be made by such Defaulting Bank pursuant to the Commitment of such Defaulting Bank at such time. If such Defaulting Bank shall, at any time, cease to be a Defaulting Bank, any funds held by the Administrative Agent in escrow at such time with respect to such Defaulting Bank shall be distributed by the Administrative Agent to such Defaulting Bank and applied by such Defaulting Bank to the amounts owing to such Defaulting Bank at such time under this Agreement in accordance with the terms of this Agreement. (d) The rights and remedies against a Defaulting Bank under this Section 2.19 are in addition to other rights and remedies that the Borrower may have against such Defaulting Bank with respect to any Defaulted Advance and that the Administrative Agent or any other Bank may have against such Defaulting Bank with respect to any Defaulted Amount. SECTION 2.20 Mitigation. Any Bank claiming any additional amounts payable pursuant to Sections 2.12 or 2.18 or subject to Section 2.13 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue under Sections 2.12 or 2.18 or would avoid the unavailability of Eurocurrency Rate Advances under Section 2.13 and would not, in any such case, in the judgment of such Bank, be otherwise disadvantageous to such Bank. SECTION 2.21 European Economic and Monetary Union. (a) Advances in the Euro. If any Advance is capable of being made in either the Euro or in a National Currency Unit, then such Advance shall be made in the Euro. (b) Rounding and Other Consequential Changes. Without prejudice to any method of conversion or rounding prescribed by any legislative measures of the Council of the European Union, each reference in this Agreement to a fixed amount or to fixed amounts in a National Currency Unit to be paid to or by the Administrative Agent shall, notwithstanding any other provision of this Agreement and to the extent the Euro has replaced such National Currency Unit, be replaced by a reference to such comparable and convenient fixed amount or fixed amounts of the Euro as the Administrative Agent may from time to time reasonably specify. SECTION 2.22 Extension of Termination Date. (a) The Company may, by written notice to the Administrative Agent (each such notice being an "Extension Request") given no more than 59 days nor less than 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then-applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the -34- Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date in effect for such Non-Extending Bank immediately prior to such Extension Request, and on such Termination Date the Company shall pay the Administrative Agent, for the account of such Non- Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon; provided that the Company has not replaced such Non-Extending Banks pursuant to Section 2.22(b) below. (b) A Non-Extending Bank shall be obligated, at the request of the Company and subject to the Non-Extending Bank receiving payment in full of (i) the principal amount of all Advances owing to such Non-Extending Bank, and (ii) all accrued interest and fees owing to such Non-Extending Bank and all other amounts owing to such Non-Extending Bank hereunder, to assign without recourse, representation, warranty (other than good title to its Advances) or expense to such Non-Extending Bank, at any time prior to the Termination Date applicable to such Non-Extending Bank, all of its rights (other than rights that would survive the termination of this Agreement pursuant to Section 9.13) and obligations hereunder to one or more Eligible Assignees (the "Replacement Banks") nominated by the Company and willing to take the place of such Non-Extending Bank; provided that each such Replacement Bank satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld. Each such Replacement Bank shall become a Continuing Bank hereunder in replacement for the Non-Extending Bank. (c) If the Termination Date shall have been extended in respect of Continuing Banks in accordance with Section 2.22(a), any notice of borrowing specifying a date for the borrowing of an Advance occurring after the Termination Date applicable to a Non-Extending Bank or requesting an Interest Period extending beyond such date shall (a) have no effect in respect of such Non-Extending Bank and (b) not specify a requested aggregate principal amount exceeding the Aggregate Commitment excluding the Commitments of all such Non- Extending Banks. (d) If the Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.22, all references herein to the "Termination Date" shall, with respect to all parties hereto other than Non- Extending Banks, refer to the Termination Date as so extended. SECTION 2.23 Increase of Aggregate Commitments. (a) The Company may from time to time, on the terms set forth below, request that the aggregate amount of the Commitments be increased to an amount which does not exceed $400,000,000; provided, however, that an increase in the Commitments hereunder may only be made at a time when (i) no Event of Default or event which, with notice or the passage of time or both, would constitute an Event of -35- Default shall have occurred and be continuing or would result therefrom and (ii) the Public Debt Rating from S&P is at least BBB- and the Public Debt Rating from Moody's is at least Baa3. (b) If the Company requests an increase in the aggregate Commitments: (i) each of the Banks shall be given the opportunity to participate in the increased aggregate Commitments (x) initially, ratably in accordance with its Pro Rata Share, and (y) next, to the extent that the requested increase in the aggregate Commitments is not fulfilled pursuant to the preceding clause (x) and subject to Section 2.23(d) below, in such additional amounts as any Bank and the Company agree, and (ii) if, after each Bank has been afforded an opportunity to increase its Commitment to satisfy the Company's requested increase, the aggregate increase in the Commitments offered by the Banks is less than the Company's requested increase, then the Company shall consult with the Administrative Agent as to the number, identity and requested Commitments of additional financial institutions which the Company may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) invite to participate in the aggregate Commitments. (c) No Bank shall have any obligation to increase its Commitment pursuant to a request by the Company hereunder. No Bank shall be deemed to have approved an increase in its Commitment unless such approval is in writing. Failure on the part of any Bank to respond to a request by the Company within 30 days of such Bank's receipt of notice of such request hereunder shall be deemed a rejection of such request. (d) In no event shall any Bank's Commitment, after giving effect to an increase in its Commitment hereunder, exceed 25% of the aggregate Commitments under this Agreement. (e) If the Company and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the aggregate Commitments hereunder (i) the Company, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a consent in the form of Exhibit G hereto and (ii) the Company shall furnish new Notes to each financial institution that is extending a new Commitment and to each Bank which is increasing its Commitment. Notwithstanding anything else to the contrary contained in Section 2.06(b), if an increase in the aggregate Commitments pursuant to this Section 2.23 occurs during an Interest Period for an outstanding Committed Borrowing, (a) such Committed Borrowing may not be continued or converted pursuant to Section 2.06(b) and (b) such Committed Borrowing shall be due and payable at the end of the current Interest Period applicable thereto, without prejudice to the Company's right, subject to the terms and conditions of this Agreement, to reborrow all or any portion of the amount of such Committed Borrowing. -36- ARTICLE III CONDITIONS PRECEDENT -------------------- SECTION 3.01 Conditions Precedent to Effectiveness of Sections 2.01 and 2.03. Sections 2.01 and 2.03 shall become effective on the first day (the "Effective Date") on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Committed Notes) in sufficient copies for the Banks: (i) This Agreement, executed by the Company, the Administrative Agent and each of the Banks; (ii) A Committed Note executed by the Company, payable to each Bank; (iii) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Company, and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; (iv) A certificate of a duly authorized officer of the Company, dated the Effective Date, certifying that as of such date, (A) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date and (B) no event shall have occurred and be continuing that constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (v) A favorable opinion of counsel for the Company, substantially in the form of Exhibit H hereto. (b) The Company shall have paid all accrued fees and expenses of the Arranger, the Administrative Agent and the Banks which are due and payable on the Effective Date (including, without limitation, the reasonable fees and expenses of counsel for the Arranger and the Administrative Agent); (c) There shall have occurred no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, since December 31, 1999; (d) There shall exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator -37- or any governmental body, agency or official, or to the knowledge of any Responsible Officer of the Company, threatened, that could reasonably be expected (i) to have a Material Adverse Effect or (ii) to materially and adversely affect the legality, validity or enforceability of this Agreement or any Note; (e) The representations and warranties contained in Section 4.01 shall be correct on and as of the Effective Date, as though made on and as of such date; and (f) No event shall have occurred and be continuing which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both. For purposes of determining compliance with the conditions specified above, each Bank shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Banks unless the officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Bank prior to the proposed Effective Date, as notified by the Administrative Agent to the Banks, specifying its objection thereto. The Administrative Agent shall promptly notify the Banks of the occurrence of the Effective Date. SECTION 3.02 Conditions Precedent to Initial Advance to Each Borrowing Subsidiary. The obligation of each Bank to make its initial Advance hereunder to any Borrowing Subsidiary is subject to the conditions precedent that the Effective Date shall have occurred and the Administrative Agent shall have received on or before the day of the initial Borrowing by such Borrowing Subsidiary the following, each in form and substance reasonably satisfactory to the Administrative Agent and in sufficient copies for the Banks: (a) The Assumption Letter executed and delivered by such Borrowing Subsidiary and containing the written consent of the Company at the foot thereof, as contemplated by Section 2.17 hereof; (b) A Committed Note executed by such Borrowing Subsidiary, payable to each Bank; (c) Certified copies of the resolutions of the Board of Directors of such Borrowing Subsidiary approving the Assumption Letter and all other documents evidencing corporate action and governmental approvals, if any, required with respect to the Assumption Letter; (d) A certificate of the Secretary or an Assistant Secretary of such Borrowing Subsidiary certifying the names and true signatures of the officers of such Borrowing Subsidiary authorized to sign the Assumption Letter and the other documents to be executed and delivered by such Borrowing Subsidiary hereunder; and (e) An opinion of counsel to such Borrowing Subsidiary, substantially in the form of Exhibit I hereto and as to such other matters as the Administrative Agent shall reasonably request. -38- SECTION 3.03 Conditions Precedent to Each Committed Borrowing. The obligation of each Bank to make a Committed Advance on the occasion of each Committed Borrowing (including the initial Committed Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Committed Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Committed Borrowing and the acceptance by the applicable Borrower of the proceeds of such Committed Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Committed Borrowing such statements are true): (a) The representations and warranties contained in subsections (a), (b), (c), (d), (e)(i), (f)(ii) and (g) through (o) of Section 4.01 are correct on and as of the date of such Committed Borrowing, before and after giving effect to such Committed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) No event has occurred and is continuing, or would result from such Committed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) The aggregate principal amount (or, in the case of securities issued at a discount from the principal amount at maturity, the accreted amount) of indebtedness for borrowed money (after giving effect to such Committed Borrowing and the application of the proceeds thereof) of the Company and its Subsidiaries does not exceed the maximum amount then authorized by the Company's Board of Directors. SECTION 3.04 Conditions Precedent to Each Uncommitted Borrowing. Each bidding Bank's obligation to make an Uncommitted Advance as part of an Uncommitted Borrowing (including the initial Uncommitted Borrowing) is subject to the conditions precedent that on the date of such Uncommitted Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Uncommitted Borrowing and the acceptance by such Borrower of the proceeds of such Uncommitted Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Uncommitted Borrowing such statements are true): (a) The representations and warranties contained in subsections (a), (b), (c), (d), (e)(i), (f)(ii) and (g) through (o) of Section 4.01 are correct on and as of the date of such Uncommitted Borrowing, before and after giving effect to such Uncommitted Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (b) No event has occurred and is continuing, or would result from such Uncommitted Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (c) The aggregate principal amount (or, in the case of securities issued at a discount from the principal amount at maturity, the accreted amount) of indebtedness for borrowed money (after giving effect to the application of the proceeds of such Uncommitted -39- Borrowing) of the Company and its Subsidiaries does not exceed the maximum amount thereof then authorized by the Company's Board of Directors. ARTICLE IV REPRESENTATIONS AND WARRANTIES ------------------------------ SECTION 4.01 Representations and Warranties of the Company. The Company represents and warrants to the Banks as follows: (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement. (b) The execution, delivery and performance by the Company of this Agreement and the Notes are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company's certificate of incorporation, as amended, or by-laws or (ii) law or any contractual restriction binding on or affecting the Company. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Agreement. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the applicable Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to general principles of equity. (e) (i) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 1999, and the related consolidated statements of income, cash flow and shareholders' equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles. (ii) Since December 31, 1999, there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole. (f) There are no actions, suits or proceedings (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or, to the knowledge of any Responsible Officer of the Company, threatened, that could reasonably be expected (i) to have a Material Adverse Effect or (ii) to materially and adversely affect the legality, validity or enforceability of this Agreement or any Note. -40- (g) Following application of the proceeds of each Advance to the Company, not more than 25% of the value of the assets (either of the Company only or of the Company and its Consolidated Subsidiaries) will be Margin Stock subject to any restriction contained in any agreement or instrument between the Company and any Bank or any affiliate of any Bank relating to Debt within the scope of Section 6.01(e). (h) The Company is not principally engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock. (i) The Advances to each Borrower, and all related obligations of such Borrower under this Agreement, rank pari passu with all other unsecured indebtedness for money borrowed or raised by such Borrower that is not, by its terms, expressly subordinated to other such indebtedness of such Borrower. (j) No Borrower is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (k) (i) All necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Company and its Subsidiaries, and the Company and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that the failure to so obtain or comply could not reasonably be expected to have a Material Adverse Effect; and (ii) no circumstances exist that could reasonably be expected to (A) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be expected to have a Material Adverse Effect. (l) None of the properties owned or leased by the Company or any of its Subsidiaries is the subject of any investigation or cleanup, whether voluntary or required pursuant to any Environmental Law or ordered by any governmental authority, that could reasonably be expected to have a Material Adverse Effect. (m) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (n) Neither the Company nor any of its ERISA Affiliates (i) has incurred or is reasonably expected to incur any Withdrawal Liability with respect to any Multiemployer Plan or (ii) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) As of the last annual actuarial valuation date, the aggregate current liability (as defined in Section 412 of the Internal Revenue Code) under the Plans does not exceed the aggregate fair market value of the assets of such Plans by more than $50,000,000. -41- ARTICLE V COVENANTS OF THE COMPANY ------------------------ So long as any Advance shall remain unpaid or any Bank shall have any Commitment hereunder, unless the Majority Banks shall otherwise consent in writing: SECTION 5.01 Compliance with Laws, Etc. The Company will comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, except for laws, rules, regulations and orders the violation of which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. SECTION 5.02 Interest Coverage Ratio. The Company will, as of the end of each fiscal quarter after the Effective Date, maintain an Interest Coverage Ratio of not less than 2.0 to 1. SECTION 5.03 Reporting Requirements. The Company will furnish to the Banks: (a) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, but in no case earlier than when such report shall be required to be filed with the Commission, a copy of the Company's Form 10-Q filed with the Commission for such quarter, or any similar quarterly report required to be filed by the Company with the Commission; provided that if the Company shall no longer be required to so file with the Commission, the Company will nonetheless thereafter continue to furnish to the Banks such financial statements and related materials as would have comprised such filings, at such times as the Company would have otherwise delivered the same to the Commission; (b) within 120 days after the end of each fiscal year of the Company, but in no case earlier than when such report shall be required to be filed with the Commission, a copy of the Company's Form 10-K filed with the Commission for such year, or any similar annual report required to be filed by the Company with the Commission; provided that if the Company shall no longer be required to so file with the Commission, the Company will nonetheless thereafter continue to furnish to the Banks such financial statements and related materials as would have comprised such filings, at such times as the Company would have otherwise delivered the same to the Commission; (c) simultaneously with the delivery of the reports referred to in clauses (a) and (b) above, a certificate of a designated financial officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Section 5.02 on the date of such financial statements and (ii) stating whether there exists on the date of such certificate any Event of Default or condition or event which with notice or lapse of time or both would become an Event of Default and, if any Event of Default or any such condition or event then exists, setting forth the details thereof and the action which the Company is taking with respect thereto; (d) promptly after the sending or filing thereof, copies of all reports which the Company sends to any of its security holders, and copies of all reports and registration -42- statements (other than Form S-8 or any similar form) which the Company or any Borrowing Subsidiary files with the Commission or any national securities exchange; (e) promptly following any Responsible Officer's knowledge thereof, notice in writing of (i) the occurrence of any Event of Default or condition or event which with notice or lapse of time or both would become an Event of Default and, if any Event of Default or any such condition or event then exists, setting forth the details thereof and the action which the Company is taking with respect thereto, or (ii) the institution of, or any adverse final judgment in, any litigation, arbitration proceeding or governmental proceeding which, in the Company's judgment, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and (f) such other pertinent information as any Bank may reasonably request. SECTION 5.04 Use of Proceeds. The Borrowers will use the proceeds of the Advances made under this Agreement only for general corporate purposes otherwise permitted under this Agreement, including, without limitation, mergers and acquisitions, the purchase of stock of other Persons, the repurchase of shares of capital stock of the Company, the repayment of indebtedness, the funding of employee benefit plans of the Company or its Subsidiaries and for other lawful purposes; provided that, no Borrower shall use the proceeds of any Advances made hereunder to acquire 20% or more of the outstanding shares of the capital stock of any Person unless (a) at the time of such acquisition, such Person shall have consented to such acquisition either by having entered into an agreement with the Company or a subsidiary of the Company contemplating a merger of such Person with or into the Company or such subsidiary or by its Board of Directors having authorized, approved or consented to such acquisition, or (b) such Borrower shall have obtained the prior written consent with respect thereto of (i) in the case of any Committed Borrowing the proceeds of which shall be used to facilitate such acquisition, the Banks and (ii) in the case of any Uncommitted Borrowing the proceeds of which shall be used to facilitate such acquisition, the Banks extending Uncommitted Advances in connection therewith; provided further that if the applicable Borrower shall have specified the intended use of proceeds of an Uncommitted Borrowing in the Notice of Uncommitted Borrowing with respect thereto, each Bank electing to offer to make one or more Uncommitted Advances in response thereto shall be deemed to have provided the written consent required under this Section 5.04 for such use of the proceeds of such Uncommitted Advances. SECTION 5.05 Limitation on Liens, Etc. The Company will not create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than: (a) Liens arising in connection with the obligations of the Company or any Subsidiary under industrial revenue bonds; (b) Liens on assets of a Subsidiary of a Borrower to secure Debt of such Subsidiary to any Borrower; -43- (c) Purchase money Liens claimed by sellers of goods on ordinary trade terms provided that no financing statement has been filed to perfect such Liens, and provided that no such Lien shall extend to assets of any character other than the goods being acquired; (d) Liens securing Debt existing as of December 31, 1997; (e) Liens securing Debt on property of a corporation or firm (or division thereof) that becomes a Subsidiary of the Company or of any of its Subsidiaries after the date hereof in accordance with Section 5.06 and existing at the time such corporation is merged or consolidated with the Company or any Subsidiary, at the time such corporation or firm (or division thereof) becomes a Subsidiary of the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of the properties of a corporation or a firm (or division thereof) as an entirety or substantially as an entirety to the Company or a Subsidiary, provided that such Liens were not created in contemplation of such merger, consolidation, acquisition, sale, lease or disposition and do not extend to assets other than those of the Person merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; (f) Liens on life insurance policies owned by the Company or any Subsidiary, securing Insurance Policy Debt; (g) Purchase money Liens constituting the interest of a lessor under a lease that would be capitalized on the lessee's balance sheet in accordance with GAAP, or under a sale-leaseback transaction, in each case relating to equipment, provided that after giving effect thereto, no Event of Default under Section 5.02 shall exist; (h) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Liens referred to in the foregoing subsections (a) through (g); provided that, in the case of Liens referred to in the foregoing subsections (c), (d), (e), (f) and (g), the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or a part of the property which is subject to the Lien so extended, renewed or replaced (plus improvements on such property); and (i) Additional Liens securing Debt other than as may be included in the foregoing subsections (a) through (h), provided, that the aggregate outstanding principal amount of such Debt shall not at any time exceed 10% of Consolidated Tangible Net Worth at such time. SECTION 5.06 Merger; Sale of Assets. The Company will not, and will not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) the Company or a Material Subsidiary may acquire another corporation by merger, provided that, if the Company is a party to such merger, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or -44- event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist; and (b) any Material Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially all of its assets; provided that (a) after giving effect to such merger, consolidation, sale or other disposition, no Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (b) in the case of an asset sale by such a Material Subsidiary, the assets to be sold do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole. SECTION 5.07 Books and Records; Inspection. The Company will, and will cause each of its Subsidiaries to, (a) maintain complete and accurate books and records, in which full and correct entries shall be made of all financial transactions of the Company and each such Subsidiary in accordance with generally accepted accounting principles, and (b) permit any Bank, the Administrative Agent and their respective employees and agents, at such reasonable times during normal business hours and as often as may be reasonably requested, to inspect any of the properties of the Company or any of its Subsidiaries and to inspect and make copies of the material books and records of the Company and its Subsidiaries and to discuss the affairs and finances of the Company and its Subsidiaries with their officers; provided that such Bank or the Administrative Agent shall have delivered a written request for such inspection to the Company prior to the date of any such inspection. SECTION 5.08 Corporate Existence. Subject to the Company's rights under Section 5.06, the Company will, and will cause each of its Material Subsidiaries to, at all times maintain its corporate existence and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its businesses. SECTION 5.09 Conduct of Business. The Company shall not, and shall not permit any Material Subsidiary to, engage in any line of business other than (A) the businesses engaged in by the Company and its Subsidiaries on the date hereof and (B) any business or activities substantially similar or related thereto (which shall include, without limitation, other businesses related to the handling and/or distribution of data used or processed in the businesses engaged in by the Company and its Subsidiaries on the date hereof). SECTION 5.10 Payment of Taxes. The Company will pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the same shall become delinquent, all material taxes, assessments and governmental charges or levies imposed upon it or its property; provided, however, that neither the Company nor any of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or levy that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, as long as no action has been commenced to enforce any Lien securing any such tax, assessment, charge or levy. -45- ARTICLE VI EVENTS OF DEFAULT ----------------- SECTION 6.01 Events of Default. If any of the following events ("Events of Default") shall occur and be continuing: (a) A Borrower shall fail to pay when due any installment of principal of any Advance; or (b) A Borrower shall fail to pay any fee under this Agreement, or any installment of interest on any Advance, within ten (10) days after the due date thereof; or (c) Any written representation or warranty made by a Borrower herein or in connection with this Agreement shall prove to have been incorrect in any material respect when made; or (d) The Company shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.02, 5.03(a), (b) or (e), 5.04, 5.05, 5.06, 5.07, 5.08, 5.09 or 5.10, or (ii) any other term, covenant or agreement contained in this Agreement, other than in (a) or (b) above, on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Majority Banks through the Administrative Agent; or (e) The Company or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt, or any obligations in respect of acceptances, letters of credit or other similar instruments, of the Company or such Material Subsidiary which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but excluding Debt arising under this Agreement), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or other obligation; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt or other obligation and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Debt or other obligation; or any Debt or other such obligation in which the outstanding principal exceeds $50,000,000 shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, defeased or otherwise repurchased by the Company or any Material Subsidiary (other than by a regularly-scheduled required prepayment), or any offer to prepay, redeem, defease or purchase such Debt shall be required to be made, prior to the stated maturity thereof; or (f) The Company or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or -46- composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the event of any such proceeding instituted against the Company or any Material Subsidiary (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days or shall result in the entry of an order for relief, the appointment of a trustee or receiver, or other action in such proceeding or result adverse to the Company or such Material Subsidiary, as applicable, or the Company or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or (g) Any Person, or a group of Persons acting in concert, shall at any time acquire, directly or indirectly, in excess of 51% of the securities having ordinary voting power to elect members of the board of directors of the Company; or (h) The Company shall incur liability in excess of $50,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Company or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or (i) One or more final judgments or orders for the payment of money, in an aggregate amount exceeding $50,000,000 at any one time outstanding (exclusive of judgment amounts fully covered by insurance, to the extent the insurer has admitted liability in respect thereof), shall be rendered against the Company or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or (ii) such judgments or orders shall not be discharged (or provision shall not have been made for such discharge), a stay of execution thereof shall not be obtained, or such judgments or orders shall not be paid or bonded, within 60 days from the date of entry thereof, and the Company or such Material Subsidiary, as the case may be, shall not, within such 60-day period, appeal therefrom and cause the execution thereof to be stayed pending such appeal; then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, (i) declare the obligation of each Bank to make Advances to any Borrower to be terminated, whereupon the same shall forthwith terminate, and (ii) declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Company under the Federal Bankruptcy Code, (A) the obligation of each Bank to make Advances to any Borrower shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company. -47- ARTICLE VII GUARANTEE --------- SECTION 7.01 Unconditional Guarantee. For valuable consideration, receipt whereof is hereby acknowledged, and to induce the Banks to make Advances to each Borrowing Subsidiary, the Company unconditionally guarantees to the Banks and the Administrative Agent that the principal of and interest on each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms hereof and thereof, and, in the case of any extension of time of payment, in whole or in part, that all such amounts shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension. In addition, the Company unconditionally agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that constitute part of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such Borrowing Subsidiary to any Bank or the Administrative Agent under this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowing Subsidiary. SECTION 7.02 Validity. The obligations of the Company under this Article VII are independent of the obligations of the Borrowing Subsidiaries guaranteed hereunder, and a separate action or actions may be brought and prosecuted against the Company to enforce its obligations under this Article VII, irrespective of whether any action is brought against any Borrowing Subsidiary or whether any Borrowing Subsidiary is joined in any such action or actions. The obligations of the Company under this Article VII shall be unconditional irrespective of (i) the genuineness, validity, regularity or enforceability of the obligations of the Borrowing Subsidiaries under this Agreement, any Note or any Assumption Letter, (ii) any law, regulation or order of any jurisdiction affecting any term of any obligation of any Borrowing Subsidiary under this Agreement or the rights of any Bank or the Administrative Agent with respect thereto, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII, or any other amendment or waiver of or any consent to departure from this Agreement or the Notes, (iv) any change, restructuring or termination of the corporate structure or existence of any Borrowing Subsidiary or any of its Subsidiaries, or (v) to the fullest extent permitted by applicable law, any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. SECTION 7.03 Waivers. The Company expressly waives promptness, diligence, presentment, protest and any other notice with respect to the obligations of the Company under this Article VII and any requirement that any right or power be exhausted or any action be taken against any Borrowing Subsidiary and all notices and demands whatsoever. SECTION 7.04 Subrogation. The Company shall be subrogated to the rights of the Banks or the Administrative Agent against any Borrowing Subsidiary hereunder only after the -48- Banks and the Administrative Agent shall have been paid in full all such amounts, with interest thereon, for which such Borrowing Subsidiary shall have become indebted hereunder. SECTION 7.05 Acceleration. The Company agrees that, as between the Company on the one hand, and the Banks and the Administrative Agent, on the other hand, the obligations of each Borrowing Subsidiary guaranteed under this Article VII may be declared to be forthwith due and payable, or may be deemed automatically to have been accelerated, as provided in Section 6.01 hereof for purposes of this Article VII, notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting such Borrowing Subsidiary or otherwise) preventing such declaration as against such Borrowing Subsidiary and that, in the event of such declaration or automatic acceleration, such obligations (whether or not due and payable by such Borrowing Subsidiary) shall forthwith become due and payable by the Company for purposes of this Article VII. SECTION 7.06 Reinstatement. The Company's obligations under this Article VII shall be reinstated if at any time any payment received by any Bank or the Administrative Agent from any Borrowing Subsidiary hereunder is required to be repaid or returned by such Bank or the Administrative Agent, all as though such payment had not been made. SECTION 7.07 Continuing Guaranty; Assignments. This guarantee of the Company shall (a) remain in full force and effect until the later of (i) the cash payment in full of the obligation of any Borrowing Subsidiary guaranteed by the Company under this Article VII and (ii) the Termination Date (or, if the Company has made the Term Loan Election, the Maturity Date), (b) be binding upon the Company, its successors and assigns and (c) inure to the benefit of, and be enforceable by, the Banks and the Administrative Agent and their successors, transferees and assigns (provided that the applicable transfers and assignments are made in accordance with the terms of this Agreement). ARTICLE VIII ADMINISTRATIVE AGENT; SYNDICATION AGENT; ---------------------------------------- DOCUMENTATION AGENT; CO-AGENTS ------------------------------ SECTION 8.01 Authorization and Action. Each Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to act as the contractual representative of such Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement. Each Bank agrees to -49- assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and may exercise such powers under this Agreement as are specifically delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental hereto. The Administrative Agent shall have no implied duties to the Banks, or any obligation to the Banks to take any action hereunder, except any action specifically provided by this Agreement to be taken by the Administrative Agent. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other instrument, document or agreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint any Affiliate as its agent for all matters relating to Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any notice given by any such agent as if it had been given directly by the Administrative Agent. SECTION 8.02 Administrative Agent's Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (vi) shall not have any duty to ascertain, inquire into or verify the financial condition of the Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the -50- Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to the Administrative Agent's duties hereunder. SECTION 8.03 The Administrative Agent and Affiliates. With respect to any financial institution which shall become the Administrative Agent hereunder, and with respect to such financial institution's Commitment and the Advances made by it, such financial institution shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Administrative Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include such financial institution in its individual capacity, if applicable. Each such financial institution and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of their respective Subsidiaries and any Person who may do business with or own securities of any Borrower or any such Subsidiary, all as if such financial institution were not the Administrative Agent and without any duty to account therefor to the Banks. SECTION 8.04 Bank Credit Decision; Notice of Default. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Bank and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default, or an event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, unless the Agent has received written notice from a Bank or the Company referring to this Agreement describing such Event of Default, or such event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Banks. SECTION 8.05 Indemnification. The Banks (other than the Designated Bidders) agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers), ratably according to the respective principal amounts of the Notes held by each of them (or, if no Notes are outstanding at the time or if any Notes are held by Persons that are not Banks, ratably according to the respective amounts of their Commitments) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement; provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of the foregoing is -51- found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Bank (other than the Designated Bidders) agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrowers. The obligation of the Banks under this Section 8.05 shall survive payment of the Obligations and the termination of this Agreement. SECTION 8.06 Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Company and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint another Bank as successor Administrative Agent or, if acceptable to the Company, any other commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation or the Majority Banks remove the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000 and otherwise acceptable to the Company. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. SECTION 8.07 Syndication Agent; Documentation Agent; Co-Agents. The Banks identified in this Agreement as the Syndication Agent, the Documentation Agent or Co-Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, such Banks shall not have or be deemed to have a fiduciary relationship with any Bank. Each Bank hereby makes the same acknowledgments with respect to such Banks as it makes with respect to the Administrative Agent in Section 8.04. ARTICLE IX MISCELLANEOUS ------------- SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor any consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, -52- and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks (other than the Designated Bidders), directly do any of the following: (i) waive any of the conditions specified in Section 3.01 or 5.04, (ii) increase the Commitments of the Banks or subject the Banks to any additional obligations, (iii) reduce the principal of, or the stated rate at which interest accrues on, the Notes or reduce the stated rate at which the Facility Fee and the Utilization Fee are calculated, (iv) postpone any date fixed for any payment of principal of, or interest on, the Committed Advances or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments, or of the aggregate unpaid principal amount of the Notes, or the number of Banks which shall be required for the Banks or any of them to take any action hereunder or (vi) amend this Section 9.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note. SECTION 9.02 Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication) and mailed, telegraphed, telecopied or delivered, (i) if to the Company, at its address at 77 West Wacker Drive, Chicago, Illinois 60601 Attention: Treasurer, telecopy number (312) 326-8557; (ii) if to any Borrowing Subsidiary, at the address specified in the Assumption Letter pursuant to which it became a Borrowing Subsidiary, with a copy to the Company at the address specified herein; provided that any such notice may be given solely to the Company, at the option of the party giving such notice; (iii) if to any bank listed on the signature pages hereof, at its Domestic Lending Office specified opposite its name on Schedule I hereto; (iv) if to any other Bank, at its Domestic Lending Office specified in the Assignment and Acceptance or Designation Agreement pursuant to which it became a Bank; (v) if to the Administrative Agent, at the Domestic Lending Office specified opposite its name on Schedule I hereto; or as to the Borrowers and the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties, and as to each such other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. All such notices and communications shall, when sent by overnight courier, mailed or telecopied, be effective when delivered to such courier, deposited in the mails, or telecopied and confirmed by return telecopy, respectively, except that notices and communications to the Administrative Agent pursuant to Articles II, III and VIII shall not be effective until received by the Administrative Agent. (b) If any notice required under this Agreement is permitted to be made, and is made, by telephone, actions taken or omitted to be taken in reliance thereon by the -53- Administrative Agent or by any Bank shall be binding upon the Company and each other Borrower notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in confirmation thereof provided to the Administrative Agent or such Bank; provided that any such action taken or omitted to be taken by the Administrative Agent or such Bank shall have been in good faith and in accordance with the terms of this Agreement. SECTION 9.03 No Waiver; Remedies. No failure on the part of any Bank or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 9.04 Costs and Expenses. (a) The Company agrees to pay on demand all reasonable, documented out-of-pocket costs and expenses of the Arranger and the Administrative Agent (including, without limitation, reasonable fees and expenses of counsel), in connection with any amendments, modifications or waivers of the provisions hereof, or in determining the rights and obligations of the parties hereto under this Agreement and the Notes, or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder; provided that if, in the event of any enforcement undertaken by the Banks hereunder, it shall be determined that sufficient conflicts exist such that a single law firm engaged by the Administrative Agent or the Majority Banks is precluded by law or by standards of conduct from representing the Banks as a group, and such conflicts would exist with respect to any other law firm representing the Banks as a group, the Company agrees to pay on demand all reasonable, documented out-of- pocket costs and expenses of each Bank, if any (including, without limitation, reasonable fees and expenses of counsel), in connection with such enforcement undertaking. (b) The Company agrees to pay to the Administrative Agent such fees as shall have been agreed to by the Administrative Agent and the Company in a separate agreement regarding the provision by the Administrative Agent of services as Administrative Agent under this Agreement. SECTION 9.05 Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the declaration that the Advances are due and payable pursuant to the provisions of Section 6.01, each Bank is authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement and the Notes held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such Notes and although such obligations may be unmatured. Each Bank shall promptly notify the Company after any such set-off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. -54- SECTION 9.06 Binding Effect. This Agreement (other than Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions set forth in Section 3.01) shall become effective when it shall have been executed by the Company and the Administrative Agent and when the Administrative Agent shall have been notified by each bank listed on the signature pages hereof that it has executed this Agreement and thereafter shall be binding upon and inure to the benefit of the Company, the Administrative Agent and each Bank and their respective successors and assigns, except that neither the Company nor any Borrowing Subsidiary shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Banks. SECTION 9.07 Assignments, Designations and Participations. (a) Each Bank (other than the Designated Bidders) may, upon obtaining the prior written consent of the Company and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and each Bank (including, without limitation, the Designated Bidders) shall, if demanded by the Company in accordance with Section 2.05(b), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Committed Advances owing to it and the Committed Notes held by it); provided, however, that: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and Uncommitted Notes owing to it); (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an assignment of all of a Bank's rights and obligations under this Agreement, the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $20,000,000 (or an integral multiple of $1,000,000 in excess thereof); (iii) each such assignment made as a result of a demand by the Company pursuant to Section 2.05(b) and this Section 9.07(a) shall be arranged by the Company with the approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Bank under this Agreement; (iv) no Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Bank shall have received one or more payments from one or more Eligible Assignees in an aggregate amount equal to the aggregate outstanding principal amount of the Advances owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and from the Company or one or more Eligible Assignees in an aggregate amount equal to all other amounts payable to such Bank under this Agreement -55- and the Notes (including, without limitation, any amounts owing under Sections 2.12, 2.13 or 2.18); and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500; and provided, further, that the consent of the Company and the Administrative Agent shall not be required with respect to an assignment to an Eligible Assignee which is a Bank or an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). Notwithstanding the foregoing, each Bank may, without the Company's or the Administrative Agent's consent, assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) to an affiliate of such Bank or to another Bank. (b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrowing Subsidiary or the performance or observance by the Company or any Borrowing Subsidiary of any of their respective obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. -56- (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee representing that it is an Eligible Assignee, and consented to by the Company, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company. Within ten Business Days after its receipt of such notice, the Company shall execute and deliver to the Administrative Agent in exchange for the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it (in the case of a Committed Note) or the Uncommitted Advance or part thereof purchased by it (in the case of an Uncommitted Note) pursuant to such Assignment and Acceptance and, if the assigning Bank has retained a Commitment or a part of such Uncommitted Advance hereunder, a new Note to the order of the assigning Bank in an amount equal to the Commitment or of such Uncommitted Advance retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit D-1 or Exhibit D-2 hereto (as the case may be). (d) Each Bank (other than the Designated Bidders) may, upon obtaining the prior written consent of the Company and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), designate one or more banks or other entities to have a right to make Uncommitted Advances as a Bank pursuant to Section 2.03; provided, however, that (i) no such Bank shall be entitled to make more than one such designation, (ii) each such Bank making such a designation shall retain the right to make Uncommitted Advances as a Bank pursuant to Section 2.03, (iii) each such designation shall be to a Designated Bidder and (iv) the parties to each such designation shall execute and deliver a Designation Agreement to the Administrative Agent, for its acceptance and recording in the Register, together with the consent thereto executed by the Company. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Designation Agreement, the designee thereunder shall be a party hereto with a right to make Uncommitted Advances as a Bank pursuant to Section 2.03 and the obligations related thereto. (e) By executing and delivering a Designation Agreement, the Bank making the designation thereunder and its designee thereunder confirm and agree with each other and the other parties hereto as follows: (i) such Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrowing Subsidiary or the performance or observance by the Company or any Borrowing Subsidiary of any of their respective obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such designee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Designation Agreement; (iv) such designee will, independently and without reliance upon the Administrative Agent, such designating Bank or any other Bank and -57- based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such designee confirms that it is a Designated Bidder; (vi) such designee appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such designee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank. (f) Upon its receipt of a Designation Agreement executed by a designating Bank and a designee representing that it is a Designated Bidder, and consented to by the Company, the Administrative Agent shall, if such Designation Agreement has been completed and is substantially in the form of Exhibit C hereto, (i) accept such Designation Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company. (g) The Administrative Agent shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance and each Designation Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and, with respect to Banks other than Designated Bidders, the Commitment of, and principal amount of the Advances owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company or any Bank at any reasonable time and from time to time upon reasonable prior notice. (h) Each Bank (other than a Designated Bidder) may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Company, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Company or any Borrowing Subsidiary therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of the Notes or the stated rate at which interest, the Facility Fee or the Utilization Fee is calculated, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. -58- (i) Any Bank may, in connection with any assignment, designation or participation or proposed assignment, designation or participation pursuant to this Section 9.07, disclose to the assignee, designee or participant or proposed assignee, designee or participant, any information relating to the Company or any other Borrower furnished to such Bank by or on behalf of the Company or such other Borrower; provided that, prior to any such disclosure of non-public information, such Bank shall have obtained the Company's consent and the assignee or participant or proposed assignee or participant shall agree in a manner satisfactory to the Company to preserve the confidentiality of any confidential information relating to the Company received by it from such Bank. (j) Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. SECTION 9.08 Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of Illinois. SECTION 9.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. SECTION 9.10 Confidentiality. Each Bank agrees that it will use reasonable efforts to keep confidential any information from time to time supplied to it by the Company which the Company designates in writing at the time of its delivery to the Bank is to be treated confidentially; provided, however, that nothing herein shall affect the disclosure of any such information to: (i) the extent required by statute, rule, regulation or judicial process; (ii) counsel for any Bank or to their respective accountants; (iii) bank examiners and auditors; (iv) any Affiliate of such Bank; (v) any other Bank, or, subject to Section 9.07(c), any transferee or prospective transferee of any Advance, any Note or any Commitment; or (vi) any other Person in connection with any litigation to which any one or more of the Banks is a party; provided further, however, that each Bank agrees that it will use reasonable efforts to promptly notify the Company of any request for information under this clause (vi) or with respect to any request for information not enumerated in this Section 9.10, if not otherwise prohibited from doing so. SECTION 9.11 Non-Reliance by the Banks. Each Bank by its signature to this Agreement represents and warrants that (i) it has not relied in the extension of the credit contemplated by this Agreement, nor will it rely in the maintenance thereof, upon any assets of the Company or its Subsidiaries consisting of Margin Stock as collateral and (ii) after reviewing the financial statements of the Company and its Consolidated Subsidiaries referred to in Section 4.01(e), such Bank has concluded therefrom that the consolidated cash flow of the Company and its Consolidated Subsidiaries is sufficient to support the credit extended to the Company pursuant to this Agreement. -59- SECTION 9.12 No Indirect Security. Notwithstanding any Section or provision of this Agreement to the contrary, nothing in this Agreement shall (i) restrict or limit the right or ability of the Company or any of its Subsidiaries to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any Margin Stock, or (ii) create an Event of Default arising out of or relating to any such pledge, mortgage, sale, assignment or other encumbrance or disposition. SECTION 9.13 Indemnification. The Company agrees to indemnify and hold harmless the Administrative Agent, each Bank, and their respective officers, directors, employees and agents (any one of the foregoing being an "Indemnified Party" and any two or more of the foregoing being "Indemnified Parties") from and against, and pay the Indemnified Parties the amount of, any and all claims, damages, liabilities, and reasonable, documented out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against an Indemnified Party relating in whole or in part to this Agreement, the Notes, any documents delivered in connection herewith and the transactions contemplated hereby, and in connection with or arising out of or by reason of, or in connection with the preparation of a defense of, any investigation, litigation or proceeding brought by a Person other than the Indemnified Parties or the Company and its Subsidiaries, arising out of, related to or in connection with (i) this Agreement, the Notes, any of the transactions contemplated herein or the use or proposed use of the proceeds of any Advances, (ii) any acquisition or proposed acquisition by the Company or any of its Subsidiaries of all or any portion of the stock or all or substantially all of the assets of any Person, or (iii) the actual or alleged presence of Hazardous Materials on any property of the Company or any of its Subsidiaries or any Environmental Action relating to any of them, in each case whether or not such investigation, litigation or proceeding is brought by the Company, any other Borrower, their respective shareholders or creditors, an Indemnified Party or any other Person, and whether or not an Indemnified Party is otherwise a party thereto, provided, however, that this indemnification shall not apply to any claim, damage, liability, cost or expense that is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from an Indemnified Party's gross negligence or willful misconduct. The covenants of the Company contained in this Section 9.13 and in Sections 9.04, 2.11, 2.12 and 2.19 shall survive the repayment of all amounts due and payable under this Agreement and the termination of this Agreement. SECTION 9.14 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. SECTION 9.15 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS -60- CONTEMPLATED HEREBY OR THE ACTIONS OF THE COMPANY, ANY BORROWING SUBSIDIARY, THE ADMINISTRATIVE AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY BENCH TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. SECTION 9.16 Jurisdiction, Etc. (a) Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Illinois state court or federal court of the United States of America sitting in Chicago, Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Illinois state court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any Illinois state or federal court. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 9.17 Nonliability of Banks. The relationship between the Borrowers on the one hand and the Banks and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger nor any Bank shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger nor any Bank undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers' business or operations. Neither the Administrative Agent, the Arranger nor any Bank shall have any liability with respect to, and the Borrowers waive, release and agree not to sue for, any special, indirect or consequential damages suffered by the Borrowers in connection with, arising out of, or in any way related to this Agreement or the transactions contemplated thereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -61- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. R.R. DONNELLEY & SONS COMPANY By: ----------------------------------- Title: -------------------------------- BANK ONE, NA, as Administrative Agent and as a Bank By: ----------------------------------- Title: -------------------------------- FIRST UNION NATIONAL BANK, as Syndication Agent and as a Bank By: ----------------------------------- Title: -------------------------------- THE NORTHERN TRUST COMPANY, as Documentation Agent and as a Bank By: ----------------------------------- Title: -------------------------------- MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Bank By: ----------------------------------- Title: -------------------------------- WACHOVIA BANK, N.A., as a Bank By: ----------------------------------- Title: -------------------------------- BANK OF AMERICA, N.A., as a Bank By: ----------------------------------- Title: -------------------------------- THE INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH, as a Bank By: ----------------------------------- Title: -------------------------------- THE BANK OF TOKYO - MITSUBISHI, LTD., CHICAGO BRANCH, as a Bank By: ----------------------------------- Title: -------------------------------- ALLFIRST BANK, as a Bank By: ----------------------------------- Title: -------------------------------- SEAWAY NATIONAL BANK OF CHICAGO, as a Bank By: ----------------------------------- Title: -------------------------------- SCHEDULE I
Domestic Eurocurrency Name of Bank Commitment Lending Office Lending Office - ------------------------- ----------- ------------------------- -------------- Bank One, NA $34,500,000 1 Bank One Plaza same 14th Floor, Suite 0088 Chicago, IL 60670 Attn: Martha McGuire Phone: (312) 732-7093 FAX: (312) 732-5161 First Union National Bank $32,000,000 201 S. College Street same CP-6 Charlotte, NC 28288-0760 Attn: Douglas A. Nickel Phone: (704) 383-4003 FAX: (704) 715-1117 The Northern Trust $32,000,000 50 South LaSalle Street same Company 11th Floor Chicago, IL 60675 Attn: Laura Watzke Phone: (312) 444-2311 FAX: (312) 630-6062 Morgan Guaranty Trust $32,000,000 60 Wall Street same Company of New York 5th Floor New York, NY 10260-0060 Attn: Dennis Wilczek Phone: (212) 648-1265 FAX: (212) 648-5018 Wachovia Bank, N.A. $25,000,000 70 West Madison Street same Suite 2440 Chicago, IL 60602 Attn: James Kinoshita Phone: (312) 795-4331 FAX: (312) 853-0693 Bank of America, N.A. $18,500,000 100 N. Tryon Street same 17th Floor Charlotte, NC 28255-0001 Attn: Jack Williams Phone: (704) 388-3234 FAX: (704) 388-0960
Domestic Eurocurrency Name of Bank Commitment Lending Office Lending Office - ------------------------- ----------- ------------------------- -------------- The Industrial Bank of $18,500,000 227 West Monroe Street same Japan, Limited, Chicago Suite 2600 Branch Chicago, IL 60606 Attn: Steve Ryan Phone: (312) 855-1111 FAX: (312) 855-8200 The Bank of Tokyo - $18,500,000 227 West Monroe Street same Mitsubishi, Ltd., Chicago Suite 2300 Branch Chicago, IL 60606 Attn: Diane Tkach Phone: (312) 696-4663 FAX: (312) 696-4535 Allfirst Bank $12,500,000 25 South Charles Street same 18th Floor Mail Code 101-745 Baltimore, MD 21201 Attn: Stefan Hoenicke Phone: (410) 244-4208 FAX: (410) 244-4239 Seaway National Bank of $ 1,500,000 645 East 87th Street same Chicago Chicago, IL 60619 Attn: Delois Davidson Phone: (773) 602-4935 FAX: (773) 487-1850
2 EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the 364-Day Credit Agreement dated as of October 12, 2000 (as amended or modified from time to time, the "364-Day Credit Agreement") among R.R. Donnelley & Sons Company, a Delaware corporation (the "Company"), the Banks (as defined in the 364-Day Credit Agreement) parties thereto and Bank One, NA, as Administrative Agent for the Banks (the "Administrative Agent"). Terms defined in the 364-Day Credit Agreement are used herein with the same meaning. The "Assignor" and the "Assignee" referred to on Schedule I hereto agree as follows: The Assignor sells and assigns to the Assignee, and the Assignee purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the 364-Day Credit Agreement as of the date hereof (other than in respect of Uncommitted Advances and Uncommitted Notes) equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the 364-Day Credit Agreement (other than in respect of Uncommitted Advances and Uncommitted Notes). After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Committed Advances owing to the Assignee will be as set forth on Schedule 1 hereto. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the 364-Day Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the 364-Day Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrowing Subsidiary or the performance or observance by the Company or any Borrowing Subsidiary of any of their respective obligations under the 364-Day Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Committed Note held by the Assignor and requests that the Administrative Agent exchange such Committed Note for a new Committed Note payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Committed Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitment retained by the Assignor under the 364-Day Credit Agreement, respectively, as specified on Schedule 1 hereto. The Assignee (i) confirms that it has received a copy of the 364-Day Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its A-1 own credit decisions in taking or not taking action under the 364-Day Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers and discretion under the 364-Day Credit Agreement as are delegated to the Administrative Agent by the terms thereof; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the 364-Day Credit Agreement are required to be performed by it as a Bank; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.18 of the 364-Day Credit Agreement. Following the execution of this Assignment and Acceptance, it will be delivered to the Company for acceptance and then to the Administrative Agent for acceptance and recording. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the 364-Day Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the 364-Day Credit Agreement. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the 364-Day Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the 364-Day Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of Illinois. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. A-2 IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. A-3 SCHEDULE I TO ASSIGNMENT AND ACCEPTANCE dated _______________
Percentage interest assigned: ________% Assignee's Commitment: $_________________ Aggregate outstanding principal amount of Committed $_________________ Advances assigned: Principal amount of Committed Note payable to Assignee: $_________________ Principal amount of Committed Note payable to Assignor: $_________________ Effective Date: ____________, _____
[NAME OF ASSIGNOR], as Assignor By: ______________________________ Title: ___________________________ Dated: ___________________________ [NAME OF ASSIGNEE], as Assignee By: ______________________________ Title: ___________________________ Dated: ___________________________ Applicable Lending Offices: Domestic: (address) __________________________________ __________________________________ __________________________________ __________________________________ Eurocurrency: (address) __________________________________ __________________________________ __________________________________ __________________________________ A-4 Uncommitted Advances: (address) ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Accepted and approved, ____________, _____ BANK ONE, NA, as Administrative Agent By: ___________________________ Title: ________________________ Accepted and approved, ____________, _____ R.R. DONNELLEY & SONS COMPANY By: ___________________________ Title: ________________________ A-5 EXHIBIT B [Form of Assumption Letter] _____________________, ____ To the Banks parties to the 364-Day Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the 364-Day Credit Agreement dated as of October 12, 2000 among R.R. Donnelley & Sons Company, the Banks named therein and Bank One, NA, as Administrative Agent for such Banks (as amended and in effect from time to time, the "364-Day Credit Agreement"). Terms defined in the 364-Day Credit Agreement and capitalized herein are used herein as defined therein. The undersigned, ___________ (the "Subsidiary"), a _________________ corporation, proposes to become a "Borrowing Subsidiary" under the 364-Day Credit Agreement, and accordingly agrees that from the date hereof it shall become a "Borrowing Subsidiary" under the 364-Day Credit Agreement and agrees that from the date hereof and until the payment in full of the principal of and interest on all Advances made to it under the 364-Day Credit Agreement and performance of all of its other obligations thereunder, and termination hereunder of its status as a "Borrowing Subsidiary" as provided below, it shall perform, comply with and be bound by each of the provisions of the 364-Day Credit Agreement which are stated to apply to the "Company", a "Borrowing Subsidiary" or a "Borrower". Without limiting the generality of the foregoing, that Subsidiary represents and warrants that: (i) each of the representations and warranties set forth in Sections 4(a), (b), (c) and (d) of the 364-Day Credit Agreement is hereby made by such Subsidiary on and as of the date hereof as if made on and as of the date hereof and as if such Subsidiary is the "Company", this Assumption Letter is the "Agreement" referenced therein and each Note issued by such Borrowing Subsidiary is the "Note" referenced therein, and (ii) it has heretofore received a true and correct copy of the 364-Day Credit Agreement (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof. So long as the principal of and interest on all Advances made to the Subsidiary under the 364-Day Credit Agreement shall have been paid in full and all other obligations of the Subsidiary shall have been fully performed, the Subsidiary may by not less than five Business Days' prior notice to the Banks terminate its status as a "Borrowing Subsidiary." The Subsidiary irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Illinois state court or federal court of the United States of B-1 America sitting in Chicago, Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Assumption Letter, the 364-Day Credit Agreement or the Notes, or for recognition or enforcement of any judgment, and the Subsidiary irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Illinois state court or, to the extent permitted by law, in such federal court. The Subsidiary agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Assumption Letter shall affect any right that any Bank or the Administrative Agent may otherwise have to bring any action or proceeding relating to this Assumption Letter, the 364-Day Credit Agreement or the Notes in the courts of any jurisdiction. The Subsidiary irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Assumption Letter, the 364-Day Credit Agreement or the Notes in any Illinois state or federal court. The Subsidiary irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. This Assumption Letter shall be governed by, and construed in accordance with, the laws of the State of Illinois. B-2 IN WITNESS WHEREOF, the Subsidiary has duly executed and delivered this Assumption Letter as of the date and year first above written. [NAME OF BORROWING SUBSIDIARY] By: _________________________________ Title: ______________________________ Address for Notices under the 364-Day Credit _____________________________________ _____________________________________ _____________________________________ _____________________________________ Consented to: R.R. DONNELLEY & SONS COMPANY By: ____________________________ Title: _________________________ B-3 EXHIBIT C FORM OF DESIGNATION AGREEMENT _____________________, ____ Reference is made to the 364-Day Credit Agreement dated as of October 12, 2000 (as amended or modified from time to time, the "364-Day Credit Agreement") among R.R. Donnelley & Sons Company, a Delaware corporation (the "Company"), the Banks (as defined in the 364-Day Credit Agreement) parties thereto and Bank One, NA, as Administrative Agent for the Banks (the "Administrative Agent"). Terms defined in the 364-Day Credit Agreement are used herein with the same meaning. __________________ (the "Designor") and _________________ (the "Designee") -------- -------- agree as follows: 1. The Designor designates the Designee, and the Designee accepts such designation, to have a right to make Competitive Bid Advances pursuant to Section 2.03 of the 364-Day Credit Agreement. 2. The Designor makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the 364-Day Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, the 364-Day Credit Agreement or any other instrument or document furnished pursuant thereto; and (ii) the financial condition of the Company or any Borrowing Subsidiary or the performance or observance by the Company or any Borrowing Subsidiary of any of their respective obligations under the 364-Day Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Designee (i) confirms that it has received a copy of the 364-Day Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Designor or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the 364-Day Credit Agreement; (iii) confirms that it is a Designated Bidder; (iv) appoints and authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers and discretion under the 364-Day Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the 364-Day Credit Agreement are required to be performed by it as a Bank. C-1 4. Following the execution of this Designation Agreement by the Designor and its Designee, it will be delivered to the Company for acceptance and then to the Administrative Agent for acceptance and recording. The effective date for this Designation Agreement (the "Effective Date") shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on the signature page hereto. 5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, the Designee shall be a party to the 364-Day Credit Agreement with a right to make Competitive Bid Advances as a Bank pursuant to Section 2.03 of the 364-Day Credit Agreement and the rights and obligations of a Bank related thereto. 6. This Designation Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. 7. This Designation Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Designation Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Designation Agreement. C-2 IN WITNESS WHEREOF, the Designor and Designee have caused this Designation Agreement to be executed by their officers thereunto duly authorized as of the date specified thereon. Effective Date: , ------------ ----- [NAME OF DESIGNOR], as Designor By: -------------------------------- Title: ----------------------------- [NAME OF DESIGNEE], as Designor By: -------------------------------- Title: ----------------------------- Applicable Lending Office (and address for notices): ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- C-3 Accepted and approved, , - -------------- ----- BANK ONE, NA, as Administrative Agent By: -------------------------------- Title: ----------------------------- Accepted and approved, , - -------------- ----- R.R. DONNELLEY & SONS COMPANY By: -------------------------------- Title: ----------------------------- C-4 EXHIBIT D-1 FORM OF COMMITTED NOTE ____________, _____ FOR VALUE RECEIVED, the undersigned, [R.R. DONNELLEY & SONS COMPANY, a Delaware corporation] [NAME OF APPLICABLE BORROWING SUBSIDIARY, a __________________ corporation] (the "Company"), PROMISES TO PAY to the order of ________________________ (the "Bank") for the account of its Applicable Lending Office on the Termination Date (or, if the Company has made the Term Loan Election, the Maturity Date) (each as defined in the 364-Day Credit Agreement referred to below) the aggregate principal amount of the Committed Advances made by the Bank to the Company pursuant to the 364-Day Credit Agreement dated as of October 12, 2000 among [the Company] [R.R. Donnelley & Sons Company], the Bank and certain other banks parties thereto, and Bank One, NA, as Administrative Agent for the Bank and such other banks (as amended or modified from time to time, the "364-Day Credit Agreement"); the terms defined therein being used herein as therein defined) outstanding on the Termination Date (or, if the Company has made the Term Loan Election, the Maturity Date). The Company promises to pay interest on the unpaid principal amount of each Committed Advance made to it from the date of such Committed Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the 364-Day Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Bank One, NA, as Administrative Agent, at the address specified pursuant to Article II of the 364-Day Credit Agreement, in same day funds. Each Committed Advance owing to the Bank by the Company pursuant to the 364-Day Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Committed Notes referred to in, and is entitled to the benefits of, the 364-Day Credit Agreement. The 364-Day Credit Agreement, among other things, (i) provides for the making of Committed Advances by the Bank to the Company from time to time, the indebtedness of the Company resulting from each such Committed Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. D-1-1 This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of Illinois. [R.R. DONNELLEY & SONS COMPANY] [NAME OF APPLICABLE BORROWING SUBSIDIARY] By: ---------------------------- Title: ------------------------- D-1-2 ADVANCES AND PAYMENTS OF PRINCIPAL
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D-1-3 EXHIBIT D-2 FORM OF UNCOMMITTED NOTE U.S. $_______________ ____________, _____ FOR VALUE RECEIVED, the undersigned, [R.R. DONNELLEY & SONS COMPANY, a Delaware corporation] [NAME OF APPLICABLE BORROWING SUBSIDIARY, a __________________ corporation] (the "Company"), PROMISES TO PAY to the order of ________________________ (the "Bank") for the account of its Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as of October 12, 2000 among [the Company] [R.R. Donnelley & Sons Company], the Bank and certain other banks parties thereto, and Bank One, NA, as Administrative Agent for the Bank and such other banks (as amended or modified from time to time, the "364-Day Credit Agreement"; the terms defined therein being used herein as therein defined) on _______________, 19__, the principal amount of U.S.$______________. The Company promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: ____% per annum (calculated on the basis of a year of ____ days for the actual number of days elapsed). Interest Payment Date(s): Both principal and interest are payable in lawful money of the United States of America to Bank One, NA, for the account of the Bank, at the address specified pursuant to Article II of the 364-Day Credit Agreement, in same day funds. This Promissory Note is one of the Uncommitted Notes referred to in, and is entitled to the benefits of, the 364-Day Credit Agreement. The 364-Day Credit Agreement, among other things, contains provisions for acceleration of the maturity hereupon upon the happening of certain stated events. The Company waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. D-2-1 This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of Illinois. [R.R. DONNELLEY & SONS COMPANY] [NAME OF APPLICABLE BORROWING SUBSIDIARY] By: ----------------------------- Title: -------------------------- D-2-2 EXHIBIT E-1 NOTICE OF COMMITTED BORROWING Bank One, NA, as Administrative Agent 1 Bank One Plaza Chicago, Illinois 60670 ____________, _____ Ladies and Gentlemen: The undersigned, ________________, refers to the 364-Day Credit Agreement dated as of October 12, 2000 (as amended, modified or supplemented from time to time, the "364-Day Credit Agreement", the terms defined therein being used herein as therein defined), among [the undersigned,] [R.R. Donnelley & Sons Company (the "Company")], certain Banks parties thereto and Bank One, NA, as Administrative Agent for such Banks, and notifies you, pursuant to Section 2.02 of the 364-Day Credit Agreement, that the undersigned requests a Committed Borrowing under the 364-Day Credit Agreement, and in that connection sets forth below the information relating to such Committed Borrowing (the "Proposed Committed Borrowing") as required by Section 2.02(a) of the 364-Day Credit Agreement: (i) The Business Day of the Proposed Committed Borrowing is ___________, _____. (ii) The Type of Committed Advances comprising the Proposed Committed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. (iii) The currency for the Proposed Committed Borrowing is [Dollars] [type of Alternative Currency]. (iv) The aggregate amount of the Proposed Committed Borrowing is $__________. (v) The Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Committed Borrowing is ______ month[s]. The undersigned certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Committed Borrowing: (a) the representations and warranties contained in subsections (a), (b), (c), (d), (e)(i), (f)(ii) and (g) through (o) of Section 4.01 of the 364- Day Credit Agreement are correct, before and after giving effect to the Proposed Committed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) no event has occurred and is continuing, or would result from the Proposed Committed Borrowing or from the application of the proceeds therefrom, that E-1-1 constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate principal amount (or, in the case of securities issued at a discount from the principal amount at maturity, the accreted amount) of indebtedness for borrowed money (after giving effect to the Proposed Committed Borrowing and the application of the proceeds thereof) of [the undersigned] [the Company] and its Subsidiaries does not exceed the maximum amount thereof presently authorized by [the undersigned's] [the Company's] Board of Directors. Very truly yours, [NAME OF BORROWER] By: ------------------------------- Title: ---------------------------- E-1-2 EXHIBIT E-2 NOTICE OF UNCOMMITTED BORROWING Bank One, NA, as Administrative Agent 1 Bank One Plaza Chicago, Illinois 60670 ____________, _____ Attention: ____________________ Ladies and Gentlemen: The undersigned, _____________, refers to the 364-Day Credit Agreement, dated as of October 12, 2000 ( as amended, modified or supplemented from time to time, the "364-Day Credit Agreement", the terms defined therein being used herein as therein defined), among [the undersigned] [R.R. Donnelley & Sons Company (the "Company")], certain Banks parties thereto and Bank One, NA, as Administrative Agent for such Banks, and notifies you pursuant to Section 2.03 of the 364-Day Credit Agreement that the undersigned requests an Uncommitted Borrowing under the 364-Day Credit Agreement, and in that connection sets forth the terms on which such Uncommitted Borrowing (the "Proposed Uncommitted Borrowing") is requested to be made: (A) Date: _____________________________ (B) Amount: $____________________________ (C) Type of Quote Requested:/1/ Uncommitted Borrowing Margin Fixed Rate___________________ (D) Maturity Date: _____________________________ Prepayment terms: May [not] be prepaid, [with] [without] penalty Prepayment penalty:/2/ _____________________________ (E) Interest Payment Date(s): _____________________________ (F) Borrower: _____________________________ (G) Other terms:
- ---------------- /1/ Select one. /2/ Include if applicable. E-2-1 The undersigned certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Uncommitted Borrowing: (a) the representations and warranties contained in subsections (a), (b), (c), (d), (e)(i), (f)(ii) and (g) through (o) of Section 4.01 are correct, before and after giving effect to the Proposed Uncommitted Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) no event has occurred and is continuing, or would result from the Proposed Uncommitted Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (c) the aggregate principal amount (or, in the case of securities issued at a discount from the principal amount at maturity, the accreted amount) of indebtedness for borrowed money (after giving effect to the Proposed Uncommitted Borrowing and to the application of proceeds therefrom) of [the undersigned] [the Company] and its Subsidiaries does not exceed the maximum amount thereof presently authorized by the Board of Directors of [the undersigned] [the Company]; The undersigned confirms that the Proposed Uncommitted Borrowing is to be made available to it in accordance with Section 2.03(a)(iv) of the 364-Day Credit Agreement. [NAME OF BORROWER] By: ------------------------------------ Title: --------------------------------- E-2-2 EXHIBIT F FORM OF NOTICE OF CONVERSION OR CONTINUATION TO: Bank One, NA, as Administrative Agent (the "Administrative Agent") under that certain 364-Day Credit Agreement dated as of October 12, 2000 (the "364-Day Credit Agreement") by and among R.R. Donnelley & Sons Company (the "Company"), the Administrative Agent and the Banks parties thereto. Pursuant to the terms and conditions of the 364-Day Credit Agreement, this Notice of Conversion or Continuation ("Notice") represents the election of the Company to [insert one of the following]: /1/convert $___________ in aggregate principal amount of Base Rate Advances to Eurocurrency Rate Advances on ___________, _____. The initial Interest Period for such Eurocurrency Rate Advances is requested to be a _______________ (_____) month period. [and]/2/ /3/convert $___________ in aggregate principal amount of Eurocurrency Rate Advances with a current Interest Period ending ____________________ to Base Rate Advances on ___________, _____. /4/continue as Eurocurrency Rate Advances $___________ in aggregate principal amount of presently outstanding Eurocurrency Rate Advances with a current Interest Period ending _________________, for a _____ month period commencing on ___________, _____. Unless otherwise defined herein, terms defined in the 364-Day Credit Agreement shall have the same meanings in this Notice. Dated: , ---------------- ---- [NAME OF BORROWER] By: ------------------------------------- Title: ---------------------------------- - ------------------ /1/Use if converting Base Rate Advances to Eurocurrency Rate Advances. /2/Use if converting only a portion of Eurocurrency Rate Advances and continuing the balance as Eurocurrency Rate Advances. /3/Use if converting Eurocurrency Rate Advances to Base Rate Advances. /4/Use if continuing Eurocurrency Rate Advances. F-1 EXHIBIT G COMMITMENT INCREASE CONSENT This Commitment Increase Consent (this "Assumption Agreement") among R.R. Donnelley & Sons Company (the "Borrower"), Bank One, NA, as Administrative Agent and ___________ (the "Assuming Bank") is dated as of ______, ______. The parties hereto agree as follows: 1. PRELIMINARY STATEMENT. The Borrower, the Agent and certain Lenders are party to that certain 364-Day Credit Agreement dated as of October 12, 2000 (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement. 2. ASSUMPTION. Pursuant to Section 2.24 of the Credit Agreement, the Borrower has requested an increase in the aggregate Commitments and the Assuming Bank has agreed, pursuant to such request, to assume the rights and obligations of a Bank party to the Credit Agreement with a Commitment of $__________. Immediately upon giving effect to the execution and delivery of this Assumption Agreement, the Assuming Bank will be a Lender under the Credit Agreement with a Commitment in such amount, together with all the rights and obligations appurtenant thereto, including without limitation an obligation to make Committed Advances to the Borrower in an aggregate amount at any one time outstanding not exceeding the amount of its Commitment. 3. CONDITIONS PRECEDENT. This Assumption Agreement shall become effective as of the Effective Date (defined below) when the Agent has received: (i) counterparts of this Assumption Agreement duly executed and delivered by each of the Borrower, the Agent and the Assuming Bank, (ii) a Committed Note in the amount of $________ duly executed by the Borrower payable to the order of the Assuming Bank, and (iii) a certificate of an officer of the Borrower confirming that the amount of the aggregate Commitments, after giving effect to the assumption, has been authorized by the Borrower's Board of Directors. 4. EFFECTIVE DATE. The effective date of this Assumption Agreement (the "Effective Date") shall be ________, _______ or such other date as is specified by the Agent to the Assuming Bank. 5. PAYMENT OBLIGATIONS. In consideration for the assumption of its rights and obligations hereunder, the Assuming Bank shall pay the Borrower and/or the other Lenders under the Credit Agreement, on the Effective Date, the amounts specified by the Agent and agreed to by such parties. On and after the Effective Date, the Assuming Bank shall be entitled to receive from the Agent all payments of principal, interest and fees and other amounts with respect to the interest assumed hereby. The Assuming Bank will promptly remit to the Agent for G-1 further distribution any interest on Committed Advances and fees received from the Agent which relate to the portion (if any) of the Commitment, Committed Advances or other obligations assumed by the Assuming Bank hereunder for periods prior to the Effective Date and not previously paid by the Assuming Bank to the Agent. 6. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSUMING BANK. The Assuming Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assuming Bank and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Increase Consent, (ii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Commitment Increase Consent by the Assuming Bank is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment hereto, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Credit Agreement and the Notes will not be "plan assets" under ERISA, (viii) agrees to indemnify and hold the Agent and the Borrower harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Agent or the Borrower in connection with or arising in any manner from the Assuming Bank's non-performance of the obligations assumed under this Commitment Increase Consent, and (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assuming Bank is entitled to receive payments under the Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. 7. GOVERNING LAW. This Commitment Increase Consent shall be governed by the internal law, and not the law of conflicts, of the State of Illinois. 8. NOTICES. Notices shall be given under this Commitment Increase Consent in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment hereto. 9. COUNTERPARTS; DELIVERY BY FACSIMILE. This Commitment Increase Consent may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Commitment Increase Consent shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Commitment Increase Consent. G-2 IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Commitment Increase Consent as of the date first above written. R.R. DONNELLEY & SONS COMPANY By: ------------------------------------- Title: ---------------------------------- BANK ONE, NA, as Administrative Agent By: ------------------------------------- Title: ---------------------------------- Commitment: $ , ------------ ---------------------------------------- as Assuming Bank By: ------------------------------------- Title: ---------------------------------- G-3 Attachment to COMMITMENT INCREASE CONSENT ADMINISTRATIVE INFORMATION SHEET Attach Assuming Bank's Administrative Information Sheet, which must include notice addresses for the Assuming Bank (Sample form shown below) ASSUMING BANK INFORMATION Contact: - -------- Name: Telephone No.: ------------------------------------ -------------------- Fax No.: --------------------------------- Key Operations Contacts: - ------------------------ Booking Installation: Booking Installation: -------------------- ------------- Name: Name: ------------------------------------ ----------------------------- Telephone No.: Telephone No.: --------------------------- -------------------- Fax No.: Fax No.: --------------------------------- -------------------------- Telex No.: Telex No.: ------------------------------- ------------------------ Answerback: Answerback: ------------------------------ ----------------------- Payment Information: - -------------------- Name & ABA # of Destination Bank: ---------------------------------------------- - -------------------------------------------------------------------------------- Account Name & Number for Wire Transfer: --------------------------------------- --------------------------------------- Other Instructions: ------------------------------------------------------------ - -------------------------------------------------------------------------------- Address for Notices for Assuming Bank: - -------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- G-4 BANK ONE INFORMATION Assuming Bank will be called promptly upon receipt of the signed agreement. Initial Funding Contact: Subsequent Operations Contact: - ------------------------ ------------------------------ Name: Name: ------------------------------------ ----------------------------- Telephone No.: (312) Telephone No.: (312) --------------------------- -------------------- Fax No.: (312) Fax No.: (312) --------------------------------- -------------------------- Initial Funding Standards: - -------------------------- Libor - Fund 2 days after rates are set. Bank One Wire Instructions: Bank One, NA, ABA # 071000013 - --------------------------- BNF = 7521-7653/DES, Ref: --------- Address for Notices for Bank One: 1 Bank One Plaza - --------------------------------- Chicago, IL 60670 Attn: Agency Compliance Division, Suite 0353 Fax No. (312) 732-2038 or (312) 732-4339 G-5 EXHIBIT H Opinion of Counsel to the Company October 12, 2000 To each of the Banks parties to the "364-Day Credit Agreement" (as defined below), and to Bank One, NA, as Administrative Agent Re: R.R. Donnelley & Sons Company ----------------------------- Ladies and Gentlemen: We have acted as counsel to R.R. Donnelley & Sons Company, a Delaware corporation (the "Company"), in connection with the 364-Day Credit Agreement of even date herewith (the "364-Day Credit Agreement") among the Company, the financial institutions parties thereto (the "Banks") and Bank One, NA, as Administrative Agent, and the transactions contemplated thereby. This opinion is furnished to you at the request of the Company pursuant to Section 3.01(a)(v) of the 364-Day Credit Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the 364-Day Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the 364-Day Credit Agreement and the promissory notes delivered on the date hereof to the Banks signatory to the 364-Day Credit Agreement (the "Notes"). In rendering the opinions set forth herein, we have also examined originals or copies, certified to our satisfaction, of such (i) certificates of public officials, (ii) certificates of officers and representatives of the Company, and (iii) other documents and records, and we have made such inquiries of officers and representatives of the Company, as we have deemed relevant or necessary as the basis for such opinions. We have relied as to factual matters upon, and assumed the accuracy of, such certificates, the representations and warranties of the Company made in the 364-Day Credit Agreement, and other statements, documents and records supplied to us by the Company, and we have assumed the genuineness of all signatures (other than signatures of officers of the Company) and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. In rendering the opinions set forth herein, we have assumed that: (i) all the parties to the 364-Day Credit Agreement, other than the Company, are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions H-1 of organization and have the requisite corporate power to enter into the 364-Day Credit Agreement; and (ii) the execution and delivery of the 364-Day Credit Agreement have been duly authorized by all necessary corporate action and proceedings on the part of all parties thereto other than the Company; the 364-Day Credit Agreement has been duly executed and delivered by all parties thereto and constitutes the valid and binding obligation of all parties thereto other than the Company, enforceable against such parties in accordance with its terms. Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that, as of the date hereof: 1. The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to conduct its business as currently conducted. 2. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the 364-Day Credit Agreement and the Notes. Such execution, delivery and performance: (a) have been duly authorized by all necessary and proper corporate action of the Company, (b) do not violate any provision of the certificate of incorporation or by-laws of the Company or require any approval of the Company's stockholders, (c) do not violate the General Corporation Law of the State of Delaware, any law or regulation of the State of Illinois (including, without limitation, any usury laws) or of the United States of America applicable to the Company, (d) do not contravene that certain Indenture dated as of November 1, 1990, between the Company and Citibank, N.A., as Trustee, or, to our knowledge, any other material agreement or instrument binding on the Company. 3. The 364-Day Credit Agreement constitutes, and from and after the initial Committed Borrowing the Committed Notes will constitute, the valid and binding obligations of the Company, enforceable in accordance with their respective terms. 4. No approval, consent or authorization of, or filing or registration with, any governmental department, agency or instrumentality is necessary for the Company's execution or delivery of the 364-Day Credit Agreement or the Notes, or for the Company's performance of any of the terms thereof. Our opinions above are subject to the following qualifications: (a) Our opinions relating to validity, binding effect and enforceability in Paragraph 3 above are subject to limitations imposed by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting creditors' rights H-2 generally. In addition, our opinions relating to enforceability in paragraph 3 above are subject to (i) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (ii) limitations imposed by public policy under certain circumstances on the enforceability of provisions indemnifying a party against liability for its own wrongful or negligent acts. In applying principles of equity referred to in clause (i) above, a court, among other things, might not allow a creditor to accelerate maturity of a debt upon the occurrence of a default deemed immaterial. Such principles applied by a court might include a requirement that a creditor act reasonably and in good faith. (b) Certain remedial and waiver provisions of the 364-Day Credit Agreement may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the 364-Day Credit Agreement; however, the unenforceability of such provisions may result in delays in the enforcement of the Administrative Agent's and the Banks' rights and remedies under the 364-Day Credit Agreement (and we express no opinion as to the economic consequences, if any, of such delays). (c) We express no opinion as to the effect of the compliance or noncompliance of the Administrative Agent or any of the Banks with any state or federal laws or regulations applicable to the Administrative Agent or any of the Banks because of the Administrative Agent's or any of the Banks' legal or regulatory status, the nature of the business of the Administrative Agent or any of the Banks or the qualification of any such party to conduct business in any jurisdiction. The foregoing opinions are limited to the laws of the United States, the State of Illinois and the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other state or jurisdiction. The opinions expressed herein are being delivered to you as of the date hereof and are solely for your benefit in connection with the transactions contemplated in the 364-Day Credit Agreement and may not be relied on in any manner or for any purpose by any other person, nor any copies published, communicated or otherwise made available in whole or in part to any other person or entity without our express prior written consent, except that you may furnish copies thereof to each party that becomes a Bank after the date hereof pursuant to the 364-Day Credit Agreement, and such parties may rely on this opinion as if it had been originally addressed to them. We do not express any opinion, either implicitly or otherwise, on any issue not expressly addressed in numbered Paragraphs 1 through 4. The opinions expressed above are based solely on facts, laws and regulations existing and in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such facts change or should such laws or regulations be changed by legislative or regulatory action, judicial decision or otherwise, notwithstanding that such changes may affect the legal analysis or conclusions contained in this opinion. Very truly yours, H-3 EXHIBIT I Opinion of Counsel to a Borrowing Subsidiary [Date] To each of the Banks parties to the "364-Day Credit Agreement" (as defined below), and to Bank One, NA, as Administrative Agent Re: [Borrowing Subsidiary] -------------------- Ladies and Gentlemen: We have acted as counsel to R.R. Donnelley & Sons Company, a Delaware corporation (the "Company") and ___________________, a _____________ corporation and Subsidiary of the Company (the "Borrowing Subsidiary"), in connection with the 364-Day Credit Agreement dated as of October 12, 2000 (as the same has been or may be amended, modified or supplemented, the "364-Day Credit Agreement") among the Company, the financial institutions parties thereto (the "Banks") and Bank One, NA, as Administrative Agent, and the transactions contemplated thereby. This opinion is furnished to you at the request of the Company pursuant to Section 3.02(e) of the 364-Day Credit Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the 364-Day Credit Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the 364-Day Credit Agreement, the Assumption Letter of even date herewith executed by the Borrowing Subsidiary and delivered to the Banks (the "Assumption Letter") and the promissory notes executed by the Borrowing Subsidiary on the date hereof and delivered to the Banks (the "Notes"). In rendering the opinions set forth herein, we have also examined originals or copies, certified to our satisfaction, of such (i) certificates of public officials, (ii) certificates of officers and representatives of the Company and the Borrowing Subsidiary (including the certificate attached hereto (the "Certificate")), and (iii) other documents and records, and we have made such inquiries of officers and representatives of the Company and the Borrowing Subsidiary, as we have deemed relevant or necessary as the basis for such opinions. We have relied as to factual matters upon, and assumed the accuracy of, such certificates, the representations and warranties of the Company and the Borrowing Subsidiary made (or deemed made) in the 364-Day Credit Agreement and the Assumption Letter, and other statements, documents and records supplied to us by the Company and the Borrowing Subsidiary, and we have assumed the genuineness of all signatures (other than signatures of officers of the Borrowing Subsidiary) and I-1 the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. In rendering the opinions set forth herein, we have assumed that: (i) all the parties to the 364-Day Credit Agreement and the Assumption Letter, other than the Borrowing Subsidiary, are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and have the requisite corporate power to enter into the 364-Day Credit Agreement and the Assumption Letter; and (ii) the execution and delivery of the 364-Day Credit Agreement have been duly authorized by all necessary corporate action and proceedings on the part of all parties thereto; the 364-Day Credit Agreement has been duly executed and delivered by all parties thereto and constitutes the valid and binding obligation of all parties thereto, other than the Borrowing Subsidiary, enforceable against such parties in accordance with its terms. Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that, as of the date hereof: 1. The Borrowing Subsidiary has been duly organized and is validly existing and in good standing under the laws of _____________. The Borrowing Subsidiary has the requisite corporate power and authority to conduct its business as currently conducted. 2. The Borrowing Subsidiary has the requisite corporate power and authority to execute, deliver and perform its obligations under the Assumption Letter, the 364-Day Credit Agreement and the Notes. Such execution, delivery and performance: (a) have been duly authorized by all necessary and proper corporate action of the Borrowing Subsidiary, (b) do not violate any provision of the certificate of incorporation or by-laws of the Borrowing Subsidiary or require any approval of the Borrowing Subsidiary's stockholders, (c) will not violate any law or regulation of ____________, the State of Illinois (including, without limitation, any usury laws) or of the United States of America applicable to the Borrowing Subsidiary,/1/ and (d) do not contravene any agreement set forth on the Certificate, or, to our knowledge, any other material agreement or instrument binding on the Borrowing Subsidiary. 3. The Assumption Letter constitutes, and from and after the initial Committed Borrowing to the Borrowing Subsidiary, the Notes will constitute, the valid and binding obligations of the Borrowing Subsidiary, enforceable in accordance with their respective terms. 4. No approval, consent or authorization of, or filing or registration with, any governmental department, agency or instrumentality is necessary for the Borrowing Subsidiary's - ---------------- /1/ To be revised if the Borrowing Subsidiary is not a domestic corporation. I-2 execution or delivery of the Assumption Letter or the Notes, or for the Borrowing Subsidiary's performance of any of the terms thereof. Our opinions above are subject to the following qualifications: (a) Our opinions relating to validity, binding effect and enforceability in Paragraph 3 above are subject to limitations imposed by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting creditors' rights generally. In addition, our opinions relating to enforceability in paragraph 3 above are subject to (i) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (ii) limitations imposed by public policy under certain circumstances on the enforceability of provisions indemnifying a party against liability for its own wrongful or negligent acts. In applying principles of equity referred to in clause (i) above, a court, among other things, might not allow a creditor to accelerate maturity of a debt upon the occurrence of a default deemed immaterial. Such principles applied by a court might include a requirement that a creditor act reasonably and in good faith. (b) Certain remedial and waiver provisions of the 364-Day Credit Agreement applicable to the Borrowing Subsidiary pursuant to the Assumption Letter may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Assumption Letter; however, the unenforceability of such provisions may result in delays in the enforcement of the Administrative Agent's and the Banks' rights and remedies under the Assumption Letter (and we express no opinion as to the economic consequences, if any, of such delays). (c) We express no opinion as to the effect of the compliance or noncompliance of the Administrative Agent or any of the Banks with any state or federal laws or regulations applicable to the Administrative Agent or any of the Banks because of the Administrative Agent's or any of the Banks' legal or regulatory status, the nature of the business of the Administrative Agent or any of the Banks or the qualification of any such party to conduct business in any jurisdiction. The foregoing opinions are limited to the laws of the United States, the State of Illinois and the corporate law of [jurisdiction where the Borrowing Subsidiary is incorporated] and we express no opinion with respect to the laws of any other state or jurisdiction. [Whenever in this opinion reference is made to our knowledge, such reference is to the conscious awareness of [insert appropriate names] of information regarding factual matters. With respect to such matters, such persons have not, with your express permission and consent, undertaken any investigation or inquiry either of other lawyers, files maintained by the firm, or officers or employees of the Company or any of its Subsidiaries (including without limitation the Borrowing Subsidiary). The reference to "conscious awareness" as used in this paragraph has the meaning given that phrase in the Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association, 47 Bus. Law. 167, 192 (1991).] I-3 The opinions expressed herein are being delivered to you as of the date hereof and are solely for your benefit in connection with the transactions contemplated in the 364-Day Credit Agreement and may not be relied on in any manner or for any purpose by any other person, nor any copies published, communicated or otherwise made available in whole or in part to any other person or entity without our express prior written consent, except that you may furnish copies thereof to each party that becomes a Bank after the date hereof pursuant to the 364-Day Credit Agreement, and such parties may rely on this opinion as if it had been originally addressed to them. We do not express any opinion, either implicitly or otherwise, on any issue not expressly addressed in numbered Paragraphs 1 through 4. The opinions expressed above are based solely on facts, laws and regulations existing and in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such facts change or should such laws or regulations be changed by legislative or regulatory action, judicial decision or otherwise, notwithstanding that such changes may affect the legal analysis or conclusions contained in this opinion. Very truly yours, I-4 CERTIFICATE I, _________________________, am the ______________ ____________________ of [Borrowing Subsidiary], a ____________ corporation (the "Borrowing Subsidiary"). The Borrowing Subsidiary is entering into an Assumption Letter dated as of _________________, 19__, pursuant to which it will become a party to the 364-Day Credit Agreement dated as of October 12, 2000 among R.R. Donnelley & Sons Company (the "Company"), the banks party thereto ("Banks") and Bank One, NA, as Administrative Agent ("Administrative Agent") for such Banks (the "364-Day Credit Agreement"). The 364-Day Credit Agreement requires that [name of law firm] issue a legal opinion to the Administrative Agent and the Banks. In connection with such legal opinion, the Company certifies to [name of law firm] that: 1. Not more than twenty-five percent (25%) of the value of the assets subject to any "arrangement" (as such term is used in Section 221.2(g)(1) of Regulation U of the Board of Governors of the Federal Reserve System) under the 364-Day Credit Agreement is represented by "margin stock" (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System). 2. The Borrowing Subsidiary has not granted to the Administrative Agent or the Banks any direct security for the Company's or the Borrowing Subsidiary's obligations to the Administrative Agent and the Banks under the 364-Day Credit Agreement. 3. There is no material agreement or instrument binding on the Borrowing Subsidiary that governs or evidences indebtedness for borrowed money or would affect the Borrowing Subsidiary's ability to perform its obligations under the Assumption Letter, the 364-Day Credit Agreement or the Notes, except: a. --------------------- b. --------------------- c. --------------------- [BORROWING SUBSIDIARY] By: ------------------------------------- Title: ---------------------------------- Dated: ---------------------- I-1 EX-12 3 0003.txt RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12 R.R. Donnelley & Sons Company Ration of Earnings to Fixed Charges
(In thousands except ratios) Nine Months Ending 30-Sep-00 ------------------ Earnings available for fixed charges: Earnings (loss) before income taxes $ 317,641 Less: Equity earnings of minority-owned companies 2,206 Add: Dividends received from investees under the equity method 564 Add: Minority interest expense in majority-owned subsidiaries 181 Add: Fixed charges before capitalized interest 82,881 Add: Amortization of capitalized interest 5,890 ------------------ Total earnings available for fixed charges $ 409,363 ================== Fixed charges: Interest expense 69,912 Interest portion of rental expense 12,549 Amortization of discount related to indebtedness 420 ------------------ Total fixed charges before capitalized interest 82,881 Capitalized interest 4,500 ------------------ Total fixed charges $ 87,381 ================== Ratio of earnings to fixed charges 4.68 ==================
EX-27 4 0004.txt FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from R.R. Donnelley and Sons Company and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 48,792 0 945,175 18,744 220,951 1,265,012 4,636,366 2,993,549 4,001,203 1,270,966 753,093 0 0 308,462 886,346 4,001,203 4,164,775 4,164,775 3,347,607 3,800,063 22,841 6,073 69,912 317,641 122,292 195,349 0 0 0 195,349 1.60 1.59
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