Re: Uncommitted Line of Credit

Attn:

Mr. Joseph J. Meyer, Director, Treasury Operations

Re:

Uncommitted Line of Credit

1.

The Facility .

(a)

All Loans under this line of credit shall be at the sole discretion of the Lender. This letter is not a commitment by the Lender to extend credit.

(b)

The Borrower may request that Loans be (i) made as or converted to Base Rate Loans by irrevocable notice to be received by the Lender not later than 12:00 noon on the Business Day of the borrowing or conversion, or (ii) made or continued as, or converted to, Eurodollar Rate Loans by irrevocable notice to be received by the Lender not later than 11:00 a.m. three Business Days prior to the Business Day of the borrowing, continuation or conversion. If the Borrower fails to give a notice of conversion or continuation prior to the end of any Interest Period in respect of any Eurodollar Rate Loan, the Borrower shall be deemed to have requested that such Loan be converted to a Base Rate Loan on the last day of the applicable Interest Period. If the Borrower requests that a Loan be continued as or converted to a Eurodollar Rate Loan, but fails to specify an Interest Period with respect thereto, the Borrower shall be deemed to have selected an Interest Period of one month. Notices pursuant to this Paragraph 1(b) may be given by telephone or electronic mail if promptly confirmed in writing. Each notice of borrowing, continuation or conversion shall be substantially in the form of Exhibit B .

(c)

At the option of the Borrower, Loans shall bear interest at a rate per annum equal to (i) the Eurodollar Rate plus 0.65%; or (ii) the Base Rate minus 1.00%. Interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days and actual days elapsed. All other interest hereunder shall be calculated on the basis of a year of 360 days and actual days elapsed.

(d)

The Loans and all payments thereon shall be evidenced by the Lender’s loan accounts and records and by a promissory note in the form of Exhibit C hereto. Such loan accounts, records and promissory note shall be conclusive absent manifest error of the amount of the Loans and payments thereon. Any failure to record any Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Loans.

(e)

The outstanding principal of each Loan shall be due and payable on demand, or if no demand is sooner made, on the Maturity Date.

(g)

The Borrower may, upon three Business Days’ notice, in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, prepay Loans on any Business Day; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on the amount so prepaid.

2.

Conditions Precedent to Loans . As a condition precedent to the initial Loan to be made hereunder, the Lender must receive the following from the Borrower in form satisfactory to the Lender:

(a)

the enclosed duplicate of this Agreement duly executed and delivered on behalf of the Borrower;

(b)

a certified borrowing resolution or other evidence of the Borrower’s authority to borrow;

(c)

a certificate of incumbency;

(d)

a promissory note as contemplated in Paragraph 1(d) above; and

(e)

such other documents and certificates (including legal opinions) as the Lender may reasonably request.

3.

Representations and Warranties . The Borrower represents and warrants that:

(a)

It (i) is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has all corporate power and all material governmental licenses, authorizations, consents and approvals required to own or lease its assets and carry on its business and (iii) is duly qualified as a foreign corporation and in good standing in each jurisdiction where qualification is required by the nature of its business or the character and location of its property, business or customers, except as to clauses (ii) and (iii), where the failure so to qualify or to have such licenses, authorizations, consents and approvals, in the aggregate, could not be reasonably expected to have a Material Adverse Effect.

(b)

The execution, delivery and performance by the Borrower of this Agreement and the Note are within the Borrower’s corporate power, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority and do not contravene, or constitute a default under, any provision of applicable Law or of the certificate of incorporation or bylaws (or other organizational documents) of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower which could reasonably expected to have a Material Adverse Effect or result in or require the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except for a Lien permitted under the Credit Agreements. This Agreement constitutes a legal, valid and binding agreement of the Borrower and the Note, when executed and delivered in accordance with this Agreement, will constitute the legal, valid and binding obligations of the Borrower, in each case enforceable in accordance with their respective terms, except as such enforceability may be limited by Debtor Relief Laws.

(c)

The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flows and changes in stockholders’ equity for the fiscal year then ended, reported on by KPMG

LLP, a copy of which has been delivered to the Lender, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations, cash flows and changes in stockholders’ equity for such fiscal year. There has been no change since December 31, 2006 which has had or could be reasonably excepted to have a Material Adverse Effect.

(d)

There is no action, suit, proceeding or arbitration pending against, or to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary before any court or arbitrator or any governmental body, agency or official in which there is a reasonable likelihood of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which in any manner questions the validity or enforceability of this Agreement or the Note.

(e)

No Default has occurred and is continuing.

(f)

The proceeds of the Loans will be used solely for general corporate purposes and in accordance with requirements of law, and will not be used, directly or indirectly, immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

(g)

All information (other than financial projections) heretofore furnished by the Borrower to the Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby was, and all such information hereafter furnished by the Borrower to the Lender will be, true and accurate in every material respect, and all financial projections concerning the Borrower and its Subsidiaries that have been or hereafter will be furnished by the Borrower to the Lender have been and will be prepared in good faith based on assumptions believed by the Borrower, at the time of preparation, to be reasonable.

4.

Events of Default . The following are “ Events of Default :”

(a)

The Borrower fails to pay any principal of any Loan as and on the date when due; or

(b)

The Borrower fails to pay any interest on any Loan within three days after the date when due; or

(c)

Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e)

Any “Event of Default” specified in Article VIII of either Credit Agreement occurs and is continuing.