AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.39

***  Text Omitted and Filed Separately
Confidential Treatment Requested

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

FOREST CITY RENTAL PROPERTIES CORPORATION

as Borrower

and

VARIOUS LENDING INSTITUTIONS

as Banks

and

KEYBANK NATIONAL ASSOCIATION

as Administrative Agent for the Banks

and

NATIONAL CITY BANK

as Syndication Agent for the Banks

and

BANK OF AMERICA, N.A. and
LASALLE BANK NATIONAL ASSOCIATION

as Co-Documentation Agents

Dated as of June 6, 2007

TABLE OF CONTENTS

AMENDED AND RESTATED CREDIT AGREEMENT

     Amended and Restated Credit Agreement, dated as of June 6, 2007 (the “Agreement”), among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (hereinafter sometimes called the “Borrower”), the banking institutions from time to time party hereto (hereinafter sometimes collectively called the “Banks” and individually a “Bank”), KEYBANK NATIONAL ASSOCIATION, Cleveland, Ohio, as Administrative Agent for the Banks under this Agreement (the “Agent”), NATIONAL CITY BANK, Cleveland, Ohio, as Syndication Agent for the Banks under this Agreement (the “Syndication Agent”) and BANK OF AMERICA, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents (the “Co-Documentation Agents”).

W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks, the Agent, the Syndication Agent and the Co-Documentation Agents previously entered into a Credit Agreement, dated as of March 22, 2004 (as amended to the date hereof, the “2004 Credit Agreement”) and

     WHEREAS, the Borrower, the Banks, the Agents and the Co-Documentation Agents desire to amend and restate the 2004 Credit Agreement in its entirety and the Banks, the Agents and the Co-Documentation Agents are willing to do so upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I
DEFINITIONS

     As used in this Agreement, the following terms shall have the following meanings:

      “Additional Bank” shall mean a financial institution that shall become a Bank hereunder during the Commitment Increase Period pursuant to Section 5.07(a) hereof.

      “Additional Bank Assumption Agreement” shall mean an assumption agreement in form and substance satisfactory to the Agent, entered into by any Additional Bank pursuant to Section 5.07(a) hereof, wherein an Additional Bank shall become a Bank hereunder.

      “Additional Bank Assumption Effective Date” shall have the meaning set forth in Section 5.07(a) hereof.

      “Additional Commitments” shall have the meaning set forth in Section 5.07(a) hereof.

      “Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other Indebtedness or otherwise) received by any Bank in respect of the Borrower’s Debt to the Banks if such payment results in that Bank having a lesser share of the Borrower’s Debt to the Banks, than was the case immediately before such payment.

      “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

      “Agent” means KeyBank National Association, in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity.

      “Agents” means collectively, the Agent and the Syndication Agent.

      “Agreement” means this Credit Agreement as the same may be from time to time amended, supplemented, modified, extended and/or restated.

      “Anti-Terrorism Law” shall mean the USA Patriot Act or any other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

      “Authorized Fiscal Officer” shall have the meaning set forth in Section 2.03(b) hereof.

      “Base Rate” shall mean a rate per annum equal to the greater of (a) that interest rate established from time to time by the Agent at its principal office as the Agent’s prime rate, whether or not such rate is publicly announced or (b) the Federal Funds Effective Rate plus 1/2 of 1% (.50%) per annum. The prime rate may be other than the lowest interest rate charged by the Agent for commercial or other extensions of credit.

      “Base Rate Option” means interest determined pursuant to Section 4.01(c) and related provisions hereof.

      “Board of Directors” shall mean either the board of directors of the Parent or any duly constituted committee thereof.

      “Borrower” means Forest City Rental Properties Corporation, an Ohio corporation.

      “Capital Stock” of any Person shall mean any and all shares, interests, participations, or other equivalents (however designated) of corporate stock or other equity participations or interests including, without limitation, partnership interests, whether general or limited, and membership interests, whether of managing or non-managing members, of such Person.

      “Change of Management Event” shall be deemed to have occurred at such time as any two (2) of James A. Ratner, Charles A. Ratner, Ronald A. Ratner and Albert B. Ratner become unable or cease to hold the respective positions held by such persons on the date of this Agreement, with all the responsibilities normally associated with such positions, provided , that, no Change of Management Event shall be deemed to have occurred if within one hundred twenty (120) days the Borrower shall have obtained the reasonable approval of the Required Banks, in their sole discretion, of one or more additional executives, such that the remaining and new management executives as a group, have substantial and sufficient knowledge, experience and

capabilities in the management of a company engaged in the operation of a multi-asset real estate business of the type engaged in by the Borrower.

      “Change of Ownership Event” shall be deemed to have occurred at such time as either (a) any Person (other than a Permitted Holder) or any Persons acting together that would constitute a “group” (a “Group”) for purposes of Section 13(d) of the Exchange Act or any successor provision thereto (other than Permitted Holders), together with any Affiliates or Related Persons thereof, shall beneficially own (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision thereto) at least 30% of the aggregate voting power of all classes of Voting Stock of the Parent; or (b) any Person or Group (other than Permitted Holders), together with any Affiliates or Related Persons thereof, shall succeed in having a sufficient number of its nominees elected to the Board of Directors of the Parent such that such nominees, when added to any existing director remaining on the Board of Directors of the Parent after such election who was a nominee of or is an Affiliate or Related Person of such Person or Group, will constitute a majority of the Board of Directors of the Parent; or (c) the Permitted Holders referenced in clause (i) of the definition of “Permitted Holder” shall cease to own at least 51% of the aggregate issued and outstanding shares of the Voting Stock of the Parent; or (d) the Parent shall cease to own at least one hundred percent (100%) on a fully diluted basis, of the economic and voting interests of the Borrower.

      “Cleveland Banking Day” shall mean a day on which the main office of the Agent is open for the transaction of business.

      “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

      “Commitment” shall mean the obligation of each Bank, during the applicable Commitment Period, to make Revolving Loans and to participate in Swing Loans, in an aggregate amount not to exceed the amount set forth opposite such Bank’s name under the column headed “Maximum Amount” on Exhibit A attached hereto (as such Exhibit A may be amended or otherwise modified from time to time pursuant to Section 5.07(a) or Section 13.08(a) hereof), or such lesser amount as shall be determined pursuant to Section 5.07(b) hereof.

      “Commitment Increase Period” shall mean the period from the Restatement Effective Date to the day prior to the Termination Date.

      “Commitment Period” shall mean (a) with respect to the Banks other than the Additional Banks, and with respect to the Restatement Effective Date Commitment Amount, the period from the Restatement Effective Date until the Termination Date and (b) with respect to each Additional Bank and each Bank with an Additional Commitment, if any, the period from the Additional Bank Assumption Effective Date applicable to such Additional Bank or such Bank with an Additional Commitment until the Termination Date.

      “Common Stock” of any Person shall mean Capital Stock of such Person that does not rank prior, as to the payment of dividends or as to other amounts upon any voluntary or involuntary liquidation, dissolution, or winding up of such Person, to shares of Capital Stock or any other class of stock of such Person.

      “Completion Guaranty” shall mean any guarantee of performance by the Borrower or the Parent, as applicable, that construction of a real estate project will be completed in accordance with applicable plans and specifications and that all costs associated with such completion will be paid, provided , that such costs may include an interest reserve only through completion of the project and not through stabilization of such project.

      “Consideration” shall have the meaning set forth in the definition of Multi-Asset Acquisition.

      “Contingent Obligation” shall mean, with respect to any Person at the time of any determination, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person in any manner, whether directly or otherwise; provided , that the term “Contingent Obligation” shall not include endorsements for collection or deposit, in each case in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonable anticipated liability in respect thereof (assuming such Person is required to perform thereunder).

      “Controlled Group” shall mean a controlled group of corporations as defined in Section 1563 of the Code, of which the Borrower or any Subsidiary of the Borrower is a part.

      “Cross-Collateralize” with respect to any Person, shall mean (a) the granting of a Lien by such Person on all or a portion of the assets of such Person to secure Indebtedness owing by such Person to a lender and the granting of a Lien by such Person on the same group of assets to secure Indebtedness owing by such Person to (i) the same lender under a different agreement, note or other instrument or (ii) one or more other lenders, or (b) the granting of a Lien by such Person on more than one asset of such Person to secure Indebtedness owing by such Person to one or more lenders under one agreement, note or other instrument or (c) the granting of a Lien by such Person on all or a portion of its assets to secure Indebtedness owing by another Person.

      “Debt” shall mean, collectively, all Indebtedness incurred by the Borrower to the Banks pursuant to this Agreement, including, but not limited to, the principal of and interest on all Notes and each extension, renewal or refinancing thereof in whole or in part, the stated amounts of all letters of credit issued by the Agent or the Banks hereunder, and the fees and any prepayment premium payable hereunder.

      “Debt Service Coverage Ratio” shall mean, for any Test Period, the ratio of (i) Net Operating Income to (ii) the sum of (W) all scheduled principal payments (excluding balloon payments) on non-recourse mortgage Indebtedness of the Borrower and its Subsidiaries, plus (X) all interest payments on such non-recourse mortgage Indebtedness, minus (Y) non-cash interest expense accrued but not currently payable, up to a maximum of Five Million Dollars ($5,000,000), excluding non-cash interest expense accrued with respect to Indebtedness owing by the Borrower and its Subsidiaries to the government of the United States or any state or municipality thereof or any agencies of any of the foregoing, minus (Z) non-cash interest expense accrued but not currently payable solely with respect to Indebtedness owing by the Borrower and its Subsidiaries to the government of the United States or any state or municipality thereof or any agencies of any of the foregoing.

      “Distributions ” shall have the meaning set forth in Section 8.14A hereof.

      “Dividends” shall mean all dividends (in cash or otherwise) declared and/or paid, capital returned, and other distributions of any kind made on or in respect of any share of Capital Stock outstanding at any time.

      “Domestic Subsidiary” shall mean any Subsidiary organized under the laws of any state of the United States of America which conducts the major portion of its business within the United States.

      “Draw” shall have the meaning set forth in Section 3.01(b) hereof.

      “80% FCCC Loans” shall have the meaning set forth in Section 8.15(b)(viii) hereof.

      “Environmental Laws” shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by the government of the United States of America or by any state or municipality thereof or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing, now or hereafter in effect, and in each case as amended, concerning or relating to health, safety and protection of, or regulation of the discharge of substances into, the environment.

      “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and rulings issued thereunder.

      “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower, the Parent or any Subsidiary of the Borrower or any Subsidiary of the Parent would be deemed a “single employer” within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

      “Event of Default” shall have the meaning set forth in Article X hereof.

      “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor provision thereto.

      “FCCC” shall mean Forest City Capital Corporation, an Ohio corporation and a wholly-owned Subsidiary of the Borrower.

      “Federal Funds Effective Rate” shall mean, for any period, a fluctuating interest rate 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 next preceding Business Day) by the Federal Reserve Bank of Cleveland, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by the Agent.

      “Fiscal Quarterly Date” shall mean each of January 31, April 30, July 31 and October 31.

      “GAAP” shall mean generally accepted accounting principles in the United States of America, in effect from time to time.

      “Guaranty” means the Amended and Restated Guaranty of Payment of Debt issued by the Parent to the Agents, the Co-Documentation Agents and the Banks, in substantially the form and substance of Exhibit B attached hereto, as such Guaranty may be from time to time, amended, restated or otherwise modified in accordance with the terms of this Agreement and the Guaranty.

      “Guaranty Default” shall mean any one or more of the events constituting defaults under Section 10 of the Guaranty.

      “Hedge Agreement” shall mean any non-fully paid derivative, such as interest rate swaps or collar agreements or other similar agreements or arrangements designed to hedge the position of a Person with respect to interest rates, excluding (a) any such agreements as to which all of the obligations of such Person are paid or payable within twelve (12) months of the date such agreement is entered into by such Person and (b) Total Rate of Return Swaps.

      “Indebtedness” shall mean, with respect to any Person at the time of any determination, without duplication, all obligations of such Person which in accordance with GAAP should be classified upon the balance sheet of such Person as liabilities, but in any event including: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued, (d) all written obligations of such Person to maintain working capital, equity capital or other financial statement condition of another Person so as to enable such other Person to pay its Indebtedness or otherwise to protect the holder of such Indebtedness against loss in respect thereof, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (f) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all capitalized lease obligations of such Person, (h) all obligations of such Person in respect of Hedge Agreements and Total Rate of Return Swaps, (i) all obligations of such Person, actual or contingent, as an account party in respect of letters of credit or bankers’ acceptances, and, without duplication, all drafts drawn thereunder, and (j) all obligations of any partnership or joint venture as to which such Person is or may become personally liable, provided , that, Indebtedness shall not include (i) any obligations incurred as a result of fraud, misappropriation, misapplication and environmental indemnities, as are usual and customary in commercial mortgage loan transactions, and (ii) trade payables, deferred revenue, taxes and accrued expenses, in each case arising in the ordinary course of business and that is due and payable less than twelve (12) months after the date such debt was incurred.

      “Indenture” shall mean the indenture dated as of May 19, 2003, between the Parent and The Bank of New York, as indenture trustee and relating to the Senior Notes.

      “Indemnity Agreement” shall mean any indemnity agreement, in form and substance satisfactory to the Agents and the Banks, by and between the Parent and a Surety, and as each such Indemnity Agreement may be amended, restated or otherwise modified.

      “Indicated Spread” shall have the meaning set forth in Section 4.01(d) hereof.

      “Interest Adjustment Date” shall mean the last day of each Interest Period.

      “Interest Period” shall mean a period of one, two, three, six or nine months or one year (as selected by the Borrower) commencing on the applicable borrowing or conversion date of each Loan subject to the LIBOR Rate Option and on the date that is one London Banking Day after each Interest Adjustment Date occurring thereafter with respect thereto; provided , that if any such Interest Period would be affected by a reduction in the Total Revolving Loan Commitments as provided in Section 5.07(b) hereof, prepayment rights as provided in Section 5.05 hereof or the maturity of the Loans as provided in Section 2.06 hereof, such Interest Period shall, without affecting the Borrower’s obligations, if any, to pay to the Banks, the prepayment premium set forth in Section 5.05 hereof, be shortened to end on the date of such reduction, prepayment or maturity. Notwithstanding anything to the contrary contained above:

     (i) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last London Banking Day of such calendar month;

     (ii) if any Interest Period would otherwise expire on a day which is not a London Banking Day, such Interest Period shall expire on the next succeeding London Banking Day, provided , that if any Interest Period would otherwise expire on a day which is not a London Banking Day but is a day of the month after which no further London Banking Day occurs in such month, such Interest Period shall expire on the next preceding London Banking Day;

     (iii) no Interest Period may be selected at any time that an Event of Default has occurred and is continuing;

     (iv) no Interest Period may be selected if it would extend beyond the scheduled maturity date or principal repayment date(s) of the Loans to which it would apply; and

     (v) no Interest Period may be selected if it would extend beyond the Termination Date.

      “Last Libor” shall have the meaning set forth in Section 5.05(b) hereof.

      “LC Obligations” shall mean the aggregate amount of all possible drawings under all letters of credit issued pursuant to Section 3.01 hereof and all letters of credit identified on Schedule 3.01 hereof (which are letters of credit issued under the 2004 Credit Agreement that remain outstanding on the date hereof), plus all amounts drawn under any of such letters of credit and not reimbursed.

      “LIBOR” shall mean the average (rounded upward to the nearest 1/16th of 1%) of the per annum rates at which deposits in immediately available funds in United States dollars for the relevant Interest Period and in the amount of the principal of the Loans to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to the Reference Banks by prime banks in any Eurodollar market reasonably selected by the Reference Banks,

determined as of 11:00 a.m. London time (or as soon thereafter as practicable), two (2) London Banking Days prior to the beginning of the relevant Interest Period. In the event one or more of the Reference Banks fail to furnish its quote of any rate required herein, such rate shall be determined on the basis of the quote or quotes of the remaining Reference Bank or Banks.

      “LIBOR Rate Option” means interest determined pursuant to Section 4.01(b) and related provisions hereof.

      “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code or any similar notice or recording statute, and any lease having substantially the same effect as any of the foregoing).

      “Loan” means a Revolving Loan or a Swing Loan.

      “London Banking Day” shall mean a day on which banks are open for business in London, England, and quoting deposit rates for dollar deposits.

      “Mandatory Request” shall have the meaning set forth in Section 2.07(b) hereof.

      “Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, assets, liabilities, or condition (financial or otherwise) of the Borrower or the Parent or (b) a material adverse effect on the rights or remedies of the Banks or the Agents, or on the ability of the Borrower or the Parent to perform its respective obligations to the Banks or the Agents under this Agreement, the Notes, the Guaranty or the Related Writings.

      “Maximum Swing Line Amount” shall mean Forty Million Dollars ($40,000,000).

      “Measured Credit Risk” shall mean the product of (i) the notional amount of a Hedge Agreement entered into or guaranteed by the Parent, the Borrower, FCCC, or any other Subsidiary of the Borrower (other than a SPE Subsidiary) in each case with any Person other than a Bank that has a remaining period to maturity of greater than twelve (12) months, times (ii) the number of years remaining to maturity of such Hedge Agreement, times (iii) 1.25%.

      “Multi-Asset Acquisition” shall mean any transaction or series of related transactions entered into by one or more Subsidiaries of the Borrower for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business unit or division of any Person, or two or more unrelated assets of any Person (that is, assets other than those consisting of a single identifiable project) (in each case other than an Affiliate of the Borrower), (ii) the acquisition of in excess of 50% of the stock (or other equity interest) of any Person, or (iii) the acquisition of another Person by a merger or consolidation or any other combination with such Person; where the total Consideration paid by any such Subsidiary in each such acquisition (or series of related acquisitions) does not exceed $200,000,000 and where the aggregate of the Consideration paid by all Subsidiaries of the Borrower in all such acquisitions does not exceed $800,000,000. For purposes of this definition, “Consideration” shall mean all consideration paid by the acquiring Subsidiary, including all

borrowed funds, cash, the issuance of securities or notes and the assumption or incurring of liabilities (direct and contingent).

      “Net Operating Income” shall mean for any relevant period, the excess of the Borrower’s revenues over the Borrower’s operating expenses, in each case, as determined in accordance with the Pro Rata Consolidation Method. For purposes of this definition, Net Operating Income (a) shall not include any gains or losses from the sale of income producing real property, other than gains or losses obtained from the sale of net outlot parcels to a total maximum aggregate amount of $20,000,000 for the immediately preceding four consecutive quarters and (b) shall include adjustments for cash flow of properties pursuant to which the Borrower is receiving a preferred return over and above its ownership percentage in such properties.

      “Non-Affiliate Construction Project” shall mean any real property and all improvements to be constructed thereon (collectively, the “Non-Affiliate Property”) (a) with respect to which the Borrower or a Subsidiary of the Borrower, as the case may be, (i) may make a Permitted Non-Affiliate Loan, and (ii) is the developer pursuant to an agreement with a Non-Affiliated Entity as owner of the Non-Affiliate Property; and (b) with respect to which the Borrower or an Affiliate of the Borrower, as the case may be, holds an irrevocable option from either the Non-Affiliated Entity or the parent of the Non-Affiliated Entity to acquire, respectively, either (i) the Non-Affiliate Property, or (ii) all of the equity interests in and to such Non-Affiliated Entity owned by the parent of the Non-Affiliated Entity.

      “Non-Affiliated Entity” shall mean any Person that is not an Affiliate of the Borrower and that is wholly-owned by another Person.

      “Note” or “Notes” shall mean (a) a Revolving Loan Note or (b) a Swing Line Note, as the context may require.

      “Notice of Borrowing” shall have the meaning set forth in Section 5.01(a) hereof.

      “Parent” means Forest City Enterprises, Inc., an Ohio corporation.

      “Payment Default” shall mean any failure by the Borrower or the Parent to make payment of principal, interest, or any other fees or expenses due, whether at maturity or by acceleration, under this Agreement or the Guaranty.

      “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

      “Permitted Debt” shall have the meaning set forth in Section 8.04 hereof.

      “Permitted Distributions” shall have the meaning set forth in Section 8.14A hereof.

      “Permitted Holder” shall mean (i) any of Samuel H. Miller, Albert B. Ratner, Charles A. Ratner, James A. Ratner, Ronald A. Ratner or any spouse of any of the foregoing, and any trusts for the benefit of any of the foregoing, (ii) RMS Limited Partnership and any general partner or limited partner thereof and any Person (other than a creditor) that upon the dissolution

or winding up of RMS Limited Partnership receives a distribution of Capital Stock of the Parent, (iii) any group (as defined in Section 13(d) of the Exchange Act) of two or more Persons or entities that are specified in the immediately preceding clauses (i) and (ii), and (iv) any successive recombination of the Persons or groups that are specified in the immediately preceding clauses (i), (ii) and (iii).

      “Permitted Non-Affiliate Loan” shall mean a loan by the Borrower or any Subsidiary of the Borrower to a Non-Affiliated Entity for the purposes of (a) purchasing or otherwise acquiring a Non-Affiliate Property or (b) paying construction costs, in each case, in connection with a Non-Affiliate Construction Project.

      “Permitted Non-Affiliate Loan Reserve” shall mean, as of any date of determination, an amount equal to (a) twenty percent (20%) multiplied by (b) the amount, if any, by which the aggregate amount of gain deferred for federal income tax purposes on the consolidated return of the Parent and its Subsidiaries in connection with all Non-Affiliate Construction Projects, for the three year period ending on such determination date, exceeds Seventy-Five Million Dollars ($75,000,000).

      “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including, without limitation, governmental or political subdivision or an agency or instrumentality thereof. `

      “Plan” shall mean any employee pension benefit plan subject to Title IV of ERISA, established or maintained by the Borrower, any Subsidiary, or any member of the Controlled Group, or any such Plan to which the Borrower, any Subsidiary, or any member of the Controlled Group is required to contribute on behalf of any of its employees.

      “Pledged Subsidiary” shall have the meaning set forth in Section 8.11(a) hereof.

      “Possible Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

      “Post Closing Items” shall have the meaning set forth in Section 7.14 hereof.

      “Prepayment LIBOR” shall have the meaning set forth in Section 5.05(b) hereof.

      “Prepayment Premium Rate” shall have the meaning set forth in Section 5.05(b) hereof.

      “Pro rata” when used with reference to the Banks means (unless the context otherwise clearly indicates) pro rata according to the unpaid principal amounts owing to the respective Banks under the Notes, or, if no principal is then owing to any Bank, according to the Commitment of the respective Bank.

      “Pro Rata Consolidation Method” shall mean the pro rata method of consolidation as opposed to the full consolidation method of accounting.

      “Puttable Note Hedge and Warrant Transactions” shall mean the purchased call option and warrant transactions that may be entered into from time to time by the Parent with respect to its common stock, in connection with the 2006 Puttable Senior Notes.

      “Reference Banks” shall mean KeyBank National Association and National City Bank.

      “Regulatory Change” shall mean, as to any Bank, any change in federal, state or foreign laws or regulations or the adoption or making of any interpretations, directives or requests of or under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental authority charged with the interpretation or administration thereof.

      “Related Person” of any Person shall mean any other Person directly or indirectly owning (a) 5% or more of the outstanding Common Stock of any class of such Person (or, in the case of a Person that is not a corporation, 5% or more of the equity interest in such Person), or (b) 5% or more of the combined voting power of the Voting Stock of such Person.

      “Related Writing” shall mean any Note, assignment, mortgage, security agreement, Subordination Agreement, guaranty agreement, financial statement, audit report, officer’s certificate or other writing furnished by the Borrower, the Parent or any of their respective officers to the Agents or the Banks pursuant to or otherwise in connection with this Agreement, including, but not limited to, the Guaranty.

      “Reportable Event” shall mean a reportable event as that term is defined in Title IV of ERISA with respect to a Plan as to which the 30-day notice requirement has not been waived by the PBGC.

      “Required Banks” means, at any time, Banks having at least 66 2/3% of the Total Revolving Loan Commitments or, if the Total Revolving Loan Commitments shall have been terminated, Banks holding Notes evidencing at least 66 2/3% of the aggregate unpaid principal amount outstanding under the Notes (other than the Swing Line Notes).

      “Restatement Effective Date” shall mean the date on which all conditions precedent set forth in Article VI are satisfied or waived by the Agent and the Required Banks.

      “Restatement Effective Date Commitment Amount” shall mean $600,000,000.

      “Revolving Credit Exposure” shall mean, at any time, the sum of (a) the aggregate principal amount of all Revolving Loans outstanding, (b) the Swing Line Exposure and (c) the LC Obligations outstanding.

      “Revolving Loan Note” shall mean a note or notes substantially in the form of Exhibit D-1 attached hereto, executed and delivered by the Borrower pursuant to Section 2.05, 5.07(a) or 13.08 hereof, as applicable, and as each such Note may be, from time to time, amended, restated or otherwise modified and all replacements therefor.

      “Revolving Loans” shall have the meaning set forth in Section 2.03(a).

      “Satisfaction Date” shall have the meaning set forth in Section 7.14 hereof.

      “Senior Notes” shall mean the 2003 Senior Notes, the 2004 Senior Notes and the 2005 Senior Notes.

      “Senior Officer” shall mean the chief executive officer, president or chief financial officer of either the Parent or the Borrower, as applicable.

      “SPE Subsidiary” means a Subsidiary of the Borrower whose sole assets consist of contiguous parcels of land, the improvements, if any, thereon, fixtures and other equipment used in connection therewith, receivables arising from tenants in connection therewith and the proceeds of such receivables and other property directly obtained from the ownership of such assets.

      “Subordination Agreement” means any subordination agreement in form and substance satisfactory to the Agents and the Banks entered into by a Surety in favor of the Agent for the benefit of the Banks, and as each such Subordination Agreement may, from time to time, be amended, restated or otherwise modified.

      “Subsidiary” of any Person shall mean and include (i) any corporation more than fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation is at the time owned by such Person directly or indirectly through Subsidiaries, (ii) any partnership, limited liability company, association (including business trusts) or other entity in which such Person directly or indirectly through Subsidiaries, has more than a fifty percent (50%) voting or equity interest at the time and (iii) any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of its parent in the parent’s consolidated financial statements.

      “Super Majority Banks” shall have the meaning set forth in Section 13.02 hereof.

      “Surety” means any surety or insurance company reasonably acceptable to the Agents.

      “Surety Bonds” means the bonds, undertakings and other like obligations executed by a Surety for the Parent subject to an Indemnity Agreement and a Subordination Agreement, in a maximum aggregate principal amount of $30,000,000 for all Sureties, provided , that this definition shall not include Performance Surety Bonds as defined in the Guaranty.

      “Swing Line” shall mean the credit facility established by the Swing Line Lenders for the Borrower in accordance with Section 2.07 hereof.

      “Swing Line Commitment” shall mean the commitment of each Swing Line Lender to make Swing Loans to the Borrower, on an equal basis, up to the Maximum Swing Line Amount.

      “Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding.

      “Swing Line Lenders” shall mean KeyBank National and National City Bank, as the holders of the Swing Line Commitment.

      “Swing Line Note” shall mean a note or notes substantially in the form of Exhibit D-2 attached hereto, executed and delivered by the Borrower pursuant to Section 2.07(d) hereof, and as each such note may be, from time to time, amended, restated or otherwise modified and replacements therefor.

      “Swing Loan” shall mean a loan granted to the Borrower by the Swing Line Lenders under the Swing Line.

      “Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the earlier of (a) three Cleveland Banking Days after the date such Swing Loan is made or (b) the Termination Date.

      “Syndication Agent” means National City Bank, in its capacity as syndication agent for the Banks hereunder, and its successors in such capacity.

      “Termination Date” means March 31, 2010, unless extended by the Banks pursuant to Section 5.08 of this Agreement, in which case the Termination Date shall be the date of the expiration of any such extension, or, if terminated earlier pursuant to Article XI of this Agreement, the Termination Date shall be the date of such earlier termination.

      “Test Period” shall mean each period of four consecutive fiscal quarters of the Parent or the Borrower, as applicable, in each case taken as one accounting period ended after the Restatement Effective Date.

      “Total Rate of Return Swap” shall mean a bilateral financial contract between a total rate of return payer (the legal owner of the reference asset) and a total rate of return receiver where the total rate of return payer pays the total return of a reference asset and receives a specified fixed or floating cash flow from the total rate of return receiver.

      “Total Revolving Loan Commitments” shall mean, as of any date of determination, the sum of the Commitments of each of the Banks.

      “2002 Credit Agreement” shall mean that certain Credit Agreement, dated as of March 5, 2002, as amended, by and among the Borrower, KeyBank National Association, National City Bank, The Huntington National Bank, First Merit Bank, Credit Lyonnais, Manufacturers and Traders Trust Company, U.S. Bank National Association, Fifth Third Bank, Fleet National Bank, LaSalle Bank, N.A. and The Provident Bank.

      “2003 Senior Notes” shall mean the senior notes of the Parent issued on May 19, 2003, pursuant to the Indenture, in an original aggregate principal amount of $300,000,000.

      “2004 Credit Agreement” shall have the meaning set forth in the recitals hereto.

      “2004 Senior Notes” shall mean the senior notes of the Parent issued on February 10, 2004, pursuant to the Indenture, in an aggregate principal amount of up to $100,000,000.

      “2005 Senior Notes” shall mean the senior notes of the Parent issued on or about January 25, 2005, pursuant to the Indenture, in an original aggregate principal amount of up to $150,000,000.

      “2006 Indenture” shall mean the indenture dated as of October 10, 2006, between the Parent and The Bank of New York Trust Company, N.A., as indenture trustee, relating to the 2006 Puttable Senior Notes.

      “2006 Puttable Senior Notes” shall mean the puttable equity-linked senior notes of the Parent issued on or about October 10, 2006, pursuant to the 2006 Indenture, in an original aggregate principal amount of up to $287,500,000.

      “Unfunded Current Liabilities” of any Plan shall mean the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 35, based upon the actuarial assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan, exceeds the fair market value of the assets allocable thereto, determined in accordance with Section 412 of the Code. @

      “USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act).

      “Voting Stock” of any Person shall mean Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

     The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

Accounting Principles

     Any accounting term not specifically defined in this Article I or elsewhere in the Agreement, shall have the meaning ascribed thereto by GAAP not inconsistent with the Borrower’s present accounting procedures, `provided , that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or otherwise disclosed in writing by the Borrower to the Banks), provided , that (a) all computations determining compliance with Section 8.13, including definitions used therein, shall utilize accounting principles based on the Pro Rata Consolidation Method as opposed to the full consolidation method of accounting, (b) all computations determining compliance with Article VIII, including definitions used therein, shall exclude interest income received by the Borrower or any of its Subsidiaries with respect to loans made by the Borrower or such Subsidiary pursuant to Section 8.06(d) of this Agreement, unless such loans are funded

with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in the footnotes thereto or otherwise) of the financial results of the Borrower using accounting principles based on the Pro Rata Consolidation Method.

ARTICLE II
REVOLVING LOANS

     The Banks hereby establish a revolving loan facility pursuant to which Revolving Loans will be made to the Borrower, on and subject to the terms and conditions set forth in this Agreement.

     SECTION 2.01. AMOUNT OF THE REVOLVING LOAN FACILITY . The aggregate principal amount of the Revolving Loans plus the LC Obligations outstanding from time to time plus the Swing Line Exposure shall not exceed the Total Revolving Loan Commitments in effect at the time. No Bank shall be obligated to make any Revolving Loans, Swing Loans or issue any letter of credit if, after giving effect to such Revolving Loans, Swing Loans or LC Obligations, (a) such Bank’s Pro rata share of all Revolving Loans, Swing Loans and LC Obligations then outstanding would exceed such Bank’s Commitment or (b) the aggregate amount of all Revolving Loans, Swing Loans and LC Obligations then outstanding plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments in effect at the time.

     SECTION 2.02. REVOLVING LOAN COMMITMENTS . All Revolving Loans under this Agreement shall be made by the Banks Pro rata on the basis of their Pro rata share of the Total Revolving Loan Commitments. It is understood that no Bank shall be responsible for any default by any other Bank of its obligation to make Revolving Loans hereunder and that each Bank shall be obligated to make the Revolving Loans to be made by it hereunder, regardless of the failure of any other Bank to fulfill its commitments hereunder.

     SECTION 2.03. REVOLVING LOANS . (a) Each Bank severally agrees, subject to the fulfillment of the terms and conditions of this Agreement, to make revolving loans (the “Revolving Loans”) to the Borrower from time to time during the applicable Commitment Period. Subject to the provisions of this Agreement, Loans may be repaid in whole or in part, and amounts so repaid may be reborrowed, but in no event shall the aggregate principal amount of each Bank’s Revolving Loans plus such Bank’s Pro rata share of the LC Obligations and outstanding Swing Loans (if a participant in Swing Loans pursuant to Section 2.07(c) hereof) exceed at any time the then Commitment of such Bank.

     (b) The requesting of a Loan in and of itself pursuant to a Notice of Borrowing constitutes a representation and warranty by the Borrower to the Banks and the Agents that the conditions specified in Section 5.01 hereof have been satisfied. Each oral request for a Revolving Loan (which request shall be promptly confirmed in writing as specified in Section 5.01 hereof) shall be made by a person authorized by the Borrower to do so and designated on Schedule 2.03, or as that Schedule may be amended from time to time in writing by the Borrower (each an “Authorized Fiscal Officer”), and the making of a Revolving Loan as provided herein shall conclusively establish the Borrower’s obligation to repay such Revolving Loan.

     (c) Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of “Revolving Loans” under the 2004 Credit Agreement is $218,000,0000 and shall be deemed to be, and hereby is converted into, outstanding Revolving Loans hereunder.

     SECTION 2.04. PURPOSE OF THE REVOLVING LOANS . The proceeds of Revolving Loans shall be used by the Borrower to refinance existing Indebtedness, support ongoing projects, purchase real estate and for working capital purposes of the Borrower.

     SECTION 2.05. REVOLVING LOAN NOTES . (a) On the Restatement Effective Date, the Borrower shall execute and deliver to each of the Banks a Revolving Loan Note with all blanks appropriately completed in conformity herewith.

     (b) On each applicable Additional Bank Assumption Effective Date, the Borrower shall execute and deliver to each Additional Bank, a Revolving Loan Note with all blanks appropriately completed in conformity herewith.

     (c) The Revolving Loan Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of (A) such Bank and dated as of the Restatement Effective Date or (B) to an Additional Bank and dated as of the Additional Bank Assumption Effective Date applicable to such Additional Bank or (C) to a Bank with an Additional Commitment and dated as of the Additional Bank Assumption Effective Date applicable to such Bank with an Additional Commitment, in each case, as applicable, (iii) be in a stated principal amount equal to the Commitment of such Bank and payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Termination Date and (v) be entitled to the benefits of this Agreement and the other Related Writings. The Revolving Loan Notes shall be subject to the terms of this Agreement.

     (d) All Revolving Loan Notes issued under the 2004 Credit Agreement shall be deemed canceled as of the Restatement Effective Date and each Person party to the 2004 Credit Agreement in possession of a Revolving Loan Note issued thereunder shall promptly after the Restatement Effective Date return such Revolving Loan Note to the Borrower for cancellation.

     SECTION 2.06. REPAYMENT OF THE REVOLVING LOAN NOTES . The principal of the Revolving Loan Notes evidencing the Revolving Loans shall be due and payable in full on the Termination Date, unless such principal sums shall become due earlier in whole or in part by reason of the principal amount exceeding the Total Revolving Loan Commitments at any time in effect or pursuant to the provisions of Article XI hereof.

     SECTION 2.07 SWING LOANS . (a) Subject to and upon the terms and conditions of this Agreement, during the Commitment Period, each Swing Line Lender agrees to make a Swing Loan or Swing Loans to the Borrower in an amount equal to one-half ( ¹ / 2 ) of the amount or amounts as the Borrower may from time to time request; provided , that the Borrower shall not request any Swing Loan if, after giving effect thereto (i) the aggregate outstanding principal amount of all Revolving Loans plus the Swing Line Exposure plus the LC Obligations then outstanding plus the Permitted Non-Affiliate Loan Reserve would exceed the Total Revolving Loan Commitments then in effect or (ii) the Swing Line Exposure would exceed the Maximum Swing Line Amount. Each Swing Loan shall bear interest at a per annum rate equal to the Federal Funds Effective Rate plus 195 basis points (for each day elapsed) and shall be due and

payable on the Swing Loan Maturity Date applicable thereto. The Borrower shall not request that more than one (1) Swing Loan to each Swing Line Lender be outstanding at any time.

     (b) On any Cleveland Banking Day, the Swing Line Lenders may, in their sole discretion, give notice to the Banks and the Borrower that one or more of their outstanding Swing Loans shall be refinanced as a Revolving Loan; provided , that (i) each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 10.06 or 10.07 hereof or upon the exercise of any of the remedies provided in Section 11.01(b) or 11.02(b) hereof and (ii) no Swing Line Lender shall make such request without the other Swing Line Lender joining in such request. Such Revolving Loan initially shall bear interest based on the Base Rate Option. On the Cleveland Banking Day immediately following the date such notice has been given (or deemed given), the Borrower shall be deemed to have requested (the “Mandatory Request”) a Revolving Loan in the aggregate principal amount of the Swing Loans of each Swing Line Lender in accordance with Section 5.01 hereof (other than the requirement set forth in Section 5.01(a)(i)). Each Bank agrees to make a Revolving Loan in an amount equal to its Pro rata share of such Revolving Loan on the date of the Mandatory Request, subject to no conditions precedent whatsoever. Each Bank acknowledges and irrevocably agrees that such Bank’s obligation to make a Revolving Loan when required by this Section 2.07(b) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that its payment to the Agent, for the respective accounts of the Swing Line Lenders, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall have been reduced or terminated. The Borrower irrevocably authorizes and instructs the Agent to apply the proceeds of any borrowing pursuant to this Section 2.07(b) to repay in full such Swing Loans.

     (c) If, for any reason, the Agent is unable to or, in the opinion of the Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding Section 2.07(b), then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), the Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and the Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action being necessary or required, each Swing Line Lender hereby agrees to grant to each Bank and each Bank hereby agrees to acquire from each Swing Line Lender, an individual participation interest in each Swing Loan in an amount equal to such Bank’s Pro rata share of the principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the benefit of each Swing Line Lender, such Bank’s Pro rata share of such Swing Loan. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.07(c) is absolute and unconditional, and shall not be affected by any circumstance whatsoever, including without limitation, the occurrence and continuance of a Possible Default or Event of Default or whether or not the agreements and conditions of Article V are then satisfied and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank’s Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this

Section 2.07(c) by wire transfer of immediately available funds, in the same manner as provided in Section 5.02 hereof with respect to Revolving Loans to be made by such Bank.

     (d) On the Restatement Effective Date, the Borrower shall execute and deliver to each Swing Line Lender, a Swing Line Note with all blanks appropriately completed in conformity herewith. The Swing Line Note issued to each Swing Line Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Swing Line Lender and dated as of the Restatement Effective Date, (iii) be in a stated principal amount equal to the Swing Line Commitment of such Swing Line Lender and payable in the principal amount of the Swing Loans evidenced thereby and (iv) be entitled to the benefits of this Agreement and the other Related Writings. The Swing Line Notes shall be subject to the terms of this Agreement.

     (e) The proceeds of Swing Loans shall be used by the Borrower for general working capital purposes of the Borrower.

     (f) All Swing Loans outstanding under the 2004 Credit Agreement that remain unpaid on the Restatement Effective Date shall be paid in full on the Restatement Effective Date.

     (g) All Swing Line Notes issued under the 2004 Credit Agreement shall be deemed canceled as of the Restatement Effective Date and each Person party to the 2004 Credit Agreement in possession of a Swing Line Note issued thereunder shall promptly after the Restatement Effective Date return such Swing Line Note to the Borrower for cancellation.

ARTICLE III
LETTERS OF CREDIT

     SECTION 3.01. LETTERS OF CREDIT . (a) The Banks agree to make available to the Borrower letters of credit, issued by the Agent, pursuant to their respective Commitments up to an aggregate amount at any one time outstanding of $100,000,000 minus the aggregate principal amount of all then outstanding Surety Bonds issued by a Surety on behalf of the Parent pursuant to an Indemnity Agreement. The availability of letters of credit will be subject to (i) the Agent being satisfied with the terms of the letter of credit, (ii) the Borrower’s executing and delivering such letter of credit and reimbursement agreements and related documents as required by the Agent, and (iii) the satisfaction of all conditions to the Borrower obtaining a Loan in the amount of the requested letter of credit. The Borrower shall pay a fee for each letter of credit to the Agent for the Pro rata benefit of the Banks, upon issuance of each letter of credit and, thereafter, upon the annual anniversary of the issuance of each such letter of credit remaining outstanding, in the amount of the Indicated Spread for Revolving Loans under the LIBOR Rate Option on the stated amount of the letter of credit; provided that, the Agent shall be entitled to .125% of such fee prior to the distribution of the balance of such fee Pro rata to the Banks. In addition, the Borrower shall pay to the Agent upon issuance of each letter of credit provided for under this Section 3.01 an issuance fee of $500 for the Agent’s services in issuing the letter of credit. No letter of credit shall be issued having an expiration date after the Termination Date. All letters of credit shall be in such form and substance as the Agent, the Banks and the Borrower agree. The Borrower shall not be entitled to obtain letters of credit from the Agent unless the Borrower is then entitled to obtain Loans from the Banks in an amount not less than the stated amount of the letter of credit requested, the other conditions of Section 5.03 of this Agreement have been satisfied as if the Borrower was obtaining a Revolving Loan and the Borrower has executed and

delivered such letter of credit, reimbursement agreements and other related documents as may be required by the Agent.

     (b) In the event the Agent pays any amount under or on account of a letter of credit (the payment by the Agent under or on account of a letter of credit being herein called a “Draw”), a Revolving Loan shall be deemed to be made to the Borrower by each Bank to the extent of its Pro rata share of the Total Revolving Loan Commitments to reimburse immediately the Agent for the amount of the Draw. The Agent shall notify each Bank of the occurrence and payment of a Draw no later than 12:00 p.m. (Cleveland time) on the date of such notice and, not later than 1:00 p.m. (Cleveland time) on the date of such notice, each Bank will make available to the Agent its Pro rata portion of the Draw deemed to be a Revolving Loan. All amounts shall be made available to the Agent in U.S. Dollars and immediately available funds at its office listed on the signature pages hereto. If such corresponding Pro rata amount is not in fact made available to the Agent by such Bank the Agent shall be entitled to recover such corresponding amount from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a rate per annum equal to (i) if paid by such Bank, the overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Article IV, for the Revolving Loans. In the event no Revolving Loan or only a partial Revolving Loan is deemed to be made, the Agent is hereby authorized to charge (without prior notice to the Borrower) the amount of each Draw, together with interest thereon, against any account of the Borrower maintained with the Agent.

     (c) So long as letters of credit are outstanding, the amount of Revolving Loans that the Borrower is entitled to obtain under Article II shall be reduced by the LC Obligations then outstanding and, in addition to otherwise constituting part of the Revolving Loans, except as otherwise expressly stated herein, the stated amount of the letters of credit shall be treated as principal of the Revolving Loans.

     (d) Whenever the Borrower desires that a letter of credit be issued, the Borrower shall give the Agent written notice (including by way of facsimile transmission) thereof prior to 1:00 p.m. (Cleveland time) at least five Cleveland Banking Days (or such shorter period as may be acceptable to the Agent) prior to the proposed date of issuance (which shall be a Cleveland Banking Day), which written notice shall be in the form of Exhibit E hereto (each, a “Letter of Credit Request”). Each Letter of Credit Request shall include an application for such letter of credit and any other documents that the Agent customarily requires in connection therewith. The Agent shall promptly notify each Bank of each Letter of Credit Request.

     (e) The delivery of each Letter of Credit Request shall be deemed a representation and warranty by the Borrower that such letter of credit as requested in such Letter of Credit Request may be issued in accordance with and will not violate the requirements of this Section 3.01 and shall include a representation and warranty as to the aggregate principal amount of all then outstanding Surety Bonds. The Agent shall, on the date of each issuance of or

amendment or modification to a letter of credit by it, give each Bank and the Borrower written notice of the issuance of or amendment or modification to such letter of credit.

     (f) In determining whether to pay under any letter of credit, the Agent shall not have any obligation relative to the Banks other than to determine that any documents required to be delivered under such letter of credit have been delivered and that they appear to comply on their face with the requirements of the letter of credit. Any action taken or omitted to be taken by the Agent with respect to a letter of credit issued by it if taken or omitted in the absence of gross negligence or willful misconduct, shall not create any resulting liability for the Agent.

     (g) Immediately prior to the effectiveness of this Agreement, the outstanding letters of credit issued under the 2002 Credit Agreement and/or the 2004 Credit Agreement are as listed on Exhibit C hereto and such letters of credit shall be deemed to be, and hereby are converted into, outstanding letters of credit hereunder.

ARTICLE IV
INTEREST ON THE REVOLVING LOANS

     SECTION 4.01(a). INTEREST OPTIONS . The Borrower shall pay interest on the Revolving Loans at the rates in effect from time to time pursuant to the Interest Options provided for in Sections 4.01(b) and 4.01(c) as selected by the Borrower or otherwise in effect from time to time in accordance with the terms and conditions of this Agreement. Interest on the Revolving Loans shall accrue from and including the date of borrowing thereof to but excluding the date of repayment thereof.

     SECTION 4.01(b). LIBOR RATE OPTION . Interest on the principal amount of each Revolving Loan at any time subject to the interest rate option provided for pursuant to this Section 4.01(b) (the “LIBOR Rate Option”) shall be at a rate determined by adding the applicable LIBOR rate at the time in effect for each Interest Period for such Revolving Loan and the applicable Indicated Spread for the LIBOR Rate Option set forth in Section 4.01(d) below. The LIBOR Rate Option shall be in effect for all portions of the principal of the Revolving Loans for which the Borrower has selected an Interest Period in accordance with Section 4.02 hereof, unless and until any event or circumstance provided for in Sections 4.09 or 4.10 hereof shall have occurred and continue to be in effect or an Event of Default has occurred and is continuing.

     SECTION 4.01(c). BASE RATE OPTION . Interest on the principal amount of all Revolving Loans at any time subject to the interest rate option provided for pursuant to this Section 4.01(c) (the “Base Rate Option”) shall be at rates determined by adding the Base Rate in effect from time to time and the applicable Indicated Spread for the Base Rate Option set forth in Section 4.01(d) below. The interest rate in effect under the Base Rate Option shall change automatically and immediately with each change in the Base Rate. The Base Rate Option shall be in effect for all portions of the principal of the Revolving Loans for which the LIBOR Rate Option is not in effect at any time.

     SECTION 4.01(d). INDICATED SPREAD . The Indicated Spread is measured in basis points and from and including the Restatement Effective Date to the Termination Date, shall be 50 basis points for the Base Rate Option and 145 basis points for the LIBOR Rate Option.

     SECTION 4.02. INTEREST PERIODS . The Borrower shall have the option to select and advise the Agent of the Interest Periods the Borrower has selected for Revolving Loans not less than two (2) Cleveland Banking Days prior to (a) the Restatement Effective Date, for the Revolving Loans to be made on the Restatement Effective Date, (b) each Interest Adjustment Date, (c) the date any Revolving Loans are to be made subsequent to the Restatement Effective Date, and (d) any date on which the Borrower desires to have any portion of the principal of the Revolving Loans not subject to the LIBOR Rate Option become subject to the LIBOR Rate Option, provided , that Revolving Loans subject to the Base Rate Option may not be converted into Revolving Loans subject to the LIBOR Rate Option and Revolving Loans subject to the LIBOR Rate Option may not be continued as Revolving Loans subject to the LIBOR Rate Option if an Event of Default is in existence on the date of such conversion or continuation. Each Interest Period selected shall apply to not less than $500,000 in principal amount of the Revolving Loans; provided , that at no time shall there be more than ten (10) Interest Periods in effect including any Revolving Loans subject to the Base Rate Option. The principal amount subject to each Interest Period shall be deemed distributed Pro rata among the Banks with respect to the respective Revolving Loans to which the Interest Period applies. If the Borrower fails to timely select any Interest Period, the Borrower shall be deemed to have elected to convert such Loan to a Loan subject to the Base Rate Option, effective as of the expiration date of such current Interest Period.

     SECTION 4.03. INTEREST PAYMENT DATES . (a) Interest on all Revolving Loans subject to the LIBOR Rate Option shall be payable on the earliest of (i) the first Cleveland Banking Day of each month, (ii) any prepayment or conversion (on the amount prepaid or converted), (iii) maturity (whether by acceleration or otherwise) and/or, (iv) after such maturity, on demand.

     (b) Interest on all Revolving Loans subject to the Base Rate Option shall be payable on the earliest of (i) in arrears on the first Cleveland Banking Day of each month, (ii) any prepayment or conversion (on the amount prepaid or converted), (iii) maturity (whether by acceleration or otherwise) and/or (iv) after such maturity, on demand.

     (c) Interest that shall have accrued under the 2004 Credit Agreement and remains unpaid on the Restatement Effective Date shall be paid in full on the Restatement Effective Date.

     SECTION 4.04. INTEREST CALCULATIONS . All interest shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. Interest shall in all events continue to accrue in accordance with the provisions of this Agreement until the time payment in full is received.

     SECTION 4.05. POST-DEFAULT RATE . After the occurrence and during the continuation of any Event of Default, the Loans and any interest on the Loans not paid when due shall bear interest at a rate equal to the rate applicable to Revolving Loans, subject to the Base Rate Option plus two percent (2%) per annum, and all such interest shall be due on demand. No interest shall accrue on any interest that is being charged with respect to any interest not paid when due.

     SECTION 4.06. RESERVES OR DEPOSIT REQUIREMENTS, ETC . If at any time any law, treaty, regulation (including, without limitation, Regulation D of the Board of

Governors of the Federal Reserve System), governmental rule, guideline, order or request (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose, modify or deem applicable any reserve and/or special deposit requirement against assets held by, or deposits in or for the amount of any Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining Loans hereunder or to reduce the amount of principal or interest received by such Bank with respect to such Loans, then upon demand by such Bank the Borrower shall pay to such Bank from time to time on each interest payment date with respect to such Loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount were allocable to such Loans. A statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 4.06, setting forth the calculations therefor, shall be submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least one (1) Cleveland Banking Day’s prior written notice to such Bank through the Agent, may prepay all Loans in full regardless of the Interest Period of any thereof. Any such prepayment shall be subject to the prepayment premium set forth in Section 5.05 hereof.

     SECTION 4.07. TAX LAW, ETC . In the event that by reason of any law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of law, any Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Bank of making or maintaining any Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Bank in respect thereof, then such Bank shall promptly notify the Borrower stating the reasons therefor. The Borrower shall thereafter pay to such Bank upon demand from time to time on each interest payment date with respect to such Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Bank for such increased cost or reduced amount. A statement as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof.

     If any Bank receives such additional consideration from the Borrower pursuant to this Section 4.07, such Bank shall use its best efforts to obtain the benefits of any refund, deduction or credit for any taxes or other amounts on account of which such additional consideration has been paid and shall reimburse the Borrower to the extent, but only to the extent, that such Bank shall receive a refund of such taxes or other amounts together with any interest thereon or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Bank) of the United States or any state or

subdivision thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Bank. If, at the time any audit of such Bank’s income tax return is completed, such Bank determines, based on such audit, that it was not entitled to the full amount of any refund reimbursed to the Borrower as aforesaid or that its net income taxes are not reduced by a credit or deduction for the full amount of taxes reimbursed to the Borrower as aforesaid, the Borrower, upon demand of such Bank, will promptly pay to such Bank the amount so refunded to which such Bank was not so entitled, or the amount by which the net income taxes of such Bank were not so reduced, as the case may be.

     Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least one (1) Cleveland Banking Day’s prior written notice to such Bank through the Agent, may prepay all Loans in full regardless of the Interest Period of any thereof. Any such prepayment shall be subject to the prepayment premium set forth in Section 5.05 hereof.

     SECTION 4.08. INDEMNITY . Without prejudice to any other provisions of this Article IV, the Borrower hereby agrees to indemnify each Bank against any reasonable loss or expense which such Bank may sustain or incur as a consequence of any Event of Default hereunder, including, but not limited to, any loss of profit, premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose of making or maintaining any Loan subject to the Libor Rate Option, as determined by such Bank in the exercise of its sole but reasonable discretion. A statement as to any such loss or expense shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof.

     SECTION 4.09. EURODOLLAR DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE . In the event that the Agent shall have determined that dollar deposits of the relevant amount for the relevant Interest Period are not available to the Reference Banks in the applicable Eurodollar market or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR rate applicable to such Interest Period, as the case may be, the Agent shall promptly give notice of such determination to the Borrower. In any such event, all principal of the Loans then subject to the LIBOR Rate Option shall become subject to the Base Rate Option on expiration of any Interest Periods then in effect. In the event that the circumstances causing any such unavailability of deposits or inability to determine the LIBOR rate shall change or terminate so that the LIBOR rate may again be determined, the Agent shall promptly so notify the Borrower.

     SECTION 4.10. CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL . If at any time any new law, treaty, regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension

shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans to the Banks in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

     SECTION 4.11. FUNDING . Each Bank may, but shall not be required to, make Loans hereunder with funds obtained outside the United States.

ARTICLE V
AGREEMENTS AND CONDITIONS APPLICABLE TO ALL REVOLVING LOANS

     SECTION 5.01. NOTICE OF BORROWING . (a) Whenever the Borrower desires to incur a Revolving Loan, it shall give the Agent, prior to 12:00 noon (Cleveland time), at least two (2) Cleveland Banking Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Revolving Loan to be subject to the LIBOR Rate Option and at least one (1) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Revolving Loan to be subject to the Base Rate Option. Each such notice (each, a “Notice of Borrowing” a form of which is attached hereto as Exhibit F) shall be appropriately completed to specify (i) the aggregate principal amount of each Revolving Loan to be made, which shall be an amount equal to an integral multiple of $500,000, (ii) the date such Revolving Loan(s) is to be made (which shall be a Cleveland Banking Day and, in the case of a Revolving Loan based on the LIBOR Rate Option, a London Banking Day), and (iii) whether the Revolving Loan(s) shall be subject to the Base Rate Option or the Libor Rate Option and, in the latter case, the Interest Period to be initially applicable thereto. The Agent shall promptly give each Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Revolving Loan, of such Bank’s Pro rata share thereof and of the other matters covered by the Notice of Borrowing.

     (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Agent may, prior to receipt of written confirmation, act without liability upon the basis of such telephonic notice, believed by the Agent in good faith to be from an Authorized Fiscal Officer of the Borrower. In such case, the Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephonic notice.

     (c) Whenever the Borrower desires to incur a Swing Loan, it shall give the Agent, prior to 2:00 p.m. (Cleveland time) on the proposed date of borrowing of any Swing Loan, written notice (or telephonic notice promptly confirmed in writing) in the form of a Notice of Borrowing of each such Swing Loan. The Agent shall promptly give each Swing Line Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Swing

Loan, of such Swing Line Lender’s pro rata share thereof and of other matters covered by the Notice of Borrowing relating to such Swing Loan.

     SECTION 5.02. DISBURSEMENT OF FUNDS . (a) No later than 1:00 p.m. (Cleveland time) on the date specified in each Notice of Borrowing, each Bank will make available its Pro rata portion of each Revolving Loan requested to be made on such date in the manner provided below in this Section 5.02(a). All amounts shall be made available to the Agent in U.S. dollars and immediately available funds at its office listed on the signature pages hereto and the Agent promptly will make available to the Borrower by depositing to its account at the Agent’s office the aggregate of the amounts so made available in the type of funds received. Unless the Agent shall have been notified by any Bank prior to the date specified in the Notice of Borrowing that such Bank does not intend to make available to the Agent its portion of the Revolving Loan or Revolving Loans to be made on such date, the Agent may assume that such Bank has made such amount available to the Agent on such date of borrowing, and the Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made available same to the Borrower, the Agent shall be entitled to recover such corresponding amount from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a rate per annum equal to (i) if paid by such Bank, the overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Article IV, for the Revolving Loans.

     (b) Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Bank as a result of any default by such Bank hereunder.

     (c) No later than 3:00 p.m. (Cleveland time) on the date specified in each Notice of Borrowing relating to a Swing Loan, each Swing Line Lender will make available its pro rata portion of each Swing Loan requested to be made on such date in the manner provided below in this Section 5.02(c). All amounts shall be made available to the Agent in U.S. dollars and immediately available funds at its office listed on the signature pages hereto and the Agent promptly will make available to the Borrower by depositing to its account at the Agent’s office the aggregate of the amounts so made available in the type of funds received.

     SECTION 5.03. CONDITIONS TO LOANS AND LETTERS OF CREDIT . The obligation of each Bank to make Loans hereunder or of the Agent to issue letters of credit hereunder, as applicable, is conditioned, in the case of each Loan and each letter of credit hereunder, upon the following:

     (a) receipt by the Agent of a Notice of Borrowing or Letter of Credit Request, as applicable;

     (b) no Event of Default or Possible Default existing then or immediately after giving effect to the Loan or letter of credit, as applicable;

     (c) the conditions set forth in Article VI hereof having been satisfied; and

     (d) the representations and warranties contained in Article IX hereof being true and correct in all material respects with the same force and effect as if made on and as of the date of such Loan or such letter of credit, as applicable, except to the extent that any thereof expressly relate to an earlier date.

Each request for a Loan or a letter of credit by the Borrower hereunder shall be deemed to be a representation and warranty by the Borrower as of the date of such borrowing as to the truth of the matters specified in subsections (b), (c) and (d) above.

     SECTION 5.04. PAYMENT ON NOTES, ETC . All payments of principal, interest, and any other amounts under this Agreement shall be made to the Agent in immediately available funds and in lawful money of the United States of America for the account of the Banks, not later than 12:00 noon (Cleveland time) on the date when due. Any such payment received by the Agent after 12:00 noon on a Cleveland Banking Day shall be deemed received on the next succeeding Cleveland Banking Day and interest shall accrue to such next Cleveland Banking Day in respect of any principal of the Loans to be paid by such payment. All payments made by the Borrower hereunder, under any Note or any other Related Writing, will be made without setoff, counterclaim or defense. The Agent shall distribute to each Bank its Pro rata share of the amount of principal, interest and other amounts received by it for the account of such Bank on the same day the Agent receives payment thereof from the Borrower in immediately available funds, unless the Agent does not receive such payment from the Borrower until after 12:00 noon, in which case the Agent shall make payment thereof to the Banks on the next Cleveland Banking Day. Each Bank shall endorse each Note held by it with appropriate notations evidencing each payment of principal made thereon or shall record such principal payment by such other method as such Bank may generally employ; provided , that failure to make any such entry shall in no way detract from the Borrower’s obligations under each such Note. Whenever any payment to be made hereunder, including without limitation any payment to be made on any Note, shall be stated to be due on a day which is not a Cleveland Banking Day, such payment shall be made on the next succeeding Cleveland Banking Day and such extension of time shall in each case be included in the computation of the interest payable on such Note; provided , that if the next succeeding Cleveland Banking Day falls in the succeeding calendar month, such payment shall be made on the preceding Cleveland Banking Day and the relevant Interest Period shall be adjusted accordingly. To the extent a Bank does not receive its Pro rata share of the amount of principal, interest and other amounts made available by the Borrower to the Agent for the account of such Bank at the applicable time set forth above in this Section 5.04, such Bank shall

be entitled to recover from the Agent, interest on all such amounts in respect of each day from the date such amounts were made available to the Agent by the Borrower to the date such amounts are distributed to such Bank at a rate per annum equal to the overnight Federal Funds Effective Rate.

     SECTION 5.05. PREPAYMENT . (a) The Borrower shall have the right (subject to the payment of a prepayment premium as hereinafter described in this Section 5.05), at any time or from time to time, upon two (2) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) to prepay all or any part of the principal amount of the Loans then outstanding as designated by the Borrower, subject to the provisions of Section 5.05(b) hereof, plus interest accrued on the amount so prepaid to the date of such prepayment, which notice shall promptly be transmitted by the Agent to each of the Banks.

     (b) The Borrower agrees that if LIBOR as determined as of 11:00 a.m. London time, two (2) London Banking Days’ prior to the date of prepayment or acceleration of any Loans (hereinafter, “Prepayment LIBOR”) shall be lower than the last LIBOR previously determined for those Loans accruing interest at LIBOR with respect to which prepayment is intended to be made or that are accelerated (hereinafter, “Last LIBOR”) prior to the end of the applicable Interest Period, then the Borrower shall, upon written notice by the Agent, promptly pay to the Agent, for the account of each of the Banks, in immediately available funds, a prepayment premium measured by a rate (the “Prepayment Premium Rate”) which shall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. In determining the Prepayment LIBOR payable to each Bank, the Agent shall apply a rate for each Bank equal to LIBOR for a deposit approximately equal to each Bank’s portion of such prepayment or accelerated balance which would be applicable to an Interest Period commencing on the date of such prepayment or acceleration and having a duration as nearly equal as practicable to the remaining duration of the actual Interest Period during which such acceleration occurs or prepayment is to be made. In addition, the Borrower shall immediately pay directly to each Bank the amount claimed as additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by such Bank in connection with the prepayment or acceleration upon the Borrower’s receipt of a written statement from such Bank. The Prepayment Premium Rate shall be applied to all or such part of the principal amounts of the Notes as related to the Loans to be prepaid, or that are accelerated and the prepayment premium shall be computed for the period commencing with the date on which such prepayment is to be made or acceleration occurs to that date which coincides with the last day of the Interest Period previously established when the Loans, which are to be prepaid or are accelerated, were made. Each voluntary prepayment of a Loan shall be in the aggregate principal sum of not less than One Million Dollars ($1,000,000) (except in the case of a Loan initially made in an aggregate amount less than One Million Dollars ($1,000,000)) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars ($250,000). In the event the Borrower cancels a proposed Loan subsequent to the delivery to the Agent of a Notice of Borrowing with respect to such Loan, but prior to the draw down of funds thereunder, such cancellation shall be treated as a prepayment subject to the aforementioned prepayment premium.

     SECTION 5.06. UNUSED COMMITMENT FEES . (a) For each day that the Revolving Credit Exposure equals or exceeds fifty percent (50%) of the Total Revolving Loan Commitments, the Borrower shall pay to the Agent, for the Pro rata benefit of the Banks, an

unused commitment fee at the rate per annum (based on a year of 360 days and calculated for the actual number of days elapsed) of fifteen (15) basis points times the excess of the Total Revolving Loan Commitments then in effect over the Revolving Credit Exposure on that day and (b) for each day that the Revolving Credit Exposure is less than fifty percent (50%) of the Total Revolving Loan Commitments, the Borrower shall pay to the Agent, for the Pro rata benefit of the Banks, an unused commitment fee at the rate per annum (based on a year of 360 days calculated for the actual number of days elapsed) of twenty-five (25) basis points times the excess of the Total Revolving Loan Commitments then in effect over the Revolving Credit Exposure on that day. The unused commitment fee shall be payable on the first Cleveland Banking Day after each Fiscal Quarterly Date commencing on the Restatement Effective Date and continuing on the first Cleveland Banking Day after each Fiscal Quarterly Date thereafter. After any permanent reduction of the Total Revolving Loan Commitments pursuant to Section 5.07, the unused commitment fees payable hereunder shall be calculated upon the Total Revolving Loan Commitments of the Banks as so reduced.

     (b) All unused commitment fees as defined in the 2004 Credit Agreement that shall have accrued under the 2004 Credit Agreement and remain unpaid on the Restatement Effective Date shall be paid in full on the Restatement Effective Date.

     SECTION 5.07. MODIFICATION OF THE TOTAL REVOLVING LOAN COMMITMENTS . (a) At any time during the Commitment Increase Period, the Borrower may request the Agent to increase the Total Revolving Loan Commitments from the Restatement Effective Date Commitment Amount up to an amount that shall not exceed $750,000,000. Each increase may be made by either (i) proportionally increasing, for one or more Banks, with their prior written consent, their respective Commitments, in increments of at least Five Million Dollars ($5,000,000) or (ii) by including one or more Additional Banks, each with a new Commitment of at least Twenty Five Million Dollars ($25,000,000), as a party to this Agreement (collectively, the “Additional Commitments”). During the Commitment Increase Period, all of the Banks agree that the Agent, in its sole discretion, exercised in good faith, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) the Agent shall provide to each Bank a revised Exhibit A to this Agreement at least three Cleveland Banking Days prior to the effectiveness of such Additional Commitments (each, an “Additional Bank Assumption Effective Date”), (C) the Borrower shall execute and deliver to the Agent, the Banks and the Additional Banks such replacement or additional Revolving Loan Notes as shall be required by the Agent, such Banks or such Additional Banks, as the case may be and (D) Borrower shall pay to the Agent, each Bank with an Additional Commitment, if any, and each Additional Bank with an Additional Commitment, if any, such commitment fees as may be agreed upon between the Borrower and the Agent, such Banks and such Additional Banks, as the case may be. The Banks hereby authorize the Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Additional Bank Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Revolving Loans and LC Obligations then outstanding, participations in Swing Loans outstanding, if any and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Agent, in order to reallocate among such Banks such outstanding amounts, based on their respective Pro rata shares of the then effective Total Revolving Loan Commitments and to otherwise carry out fully the intent and terms of this

Section 5.07(a). In connection therewith, it is understood and agreed that the Maximum Amount of any Bank set forth under such Bank’s name on Exhibit A hereto will not be increased (or decreased except pursuant to Section 5.07(b) hereof) without the prior written consent of such Bank. The Borrower shall not request any increase in the Total Revolving Loan Commitments pursuant to this Section 5.07(a) if a Possible Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.

     (b) The Borrower shall have the right at all times to permanently reduce the Total Revolving Loan Commitments in whole or in part by giving written notice of the reduction to the Agent at least one Cleveland Banking Day prior to the reduction, each such reduction to be in an amount equal to at least $10,000,000, or the then Total Revolving Loan Commitments if the then Total Revolving Loan Commitments are less than $10,000,000. Each such reduction shall reduce each Bank’s Commitment Pro rata. Concurrently with each reduction, the Borrower shall prepay the amount, if any, together with interest thereon by which the aggregate unpaid principal amount of the Loans plus the LC Obligation exceeds the Total Revolving Loan Commitments as so reduced in accordance with Section 5.05 of this Agreement.

     SECTION 5.08. EXTENSIONS OF THE LOANS . Commencing on May 1, 2008 and on each May 1st thereafter, the Borrower may request the Banks to extend the Termination Date for one additional year in a writing delivered to the Agent not later than 180 days prior to the then applicable Termination Date, in accordance with the terms of this Agreement. The unanimous consent of the Banks shall be required for any such extension and the Banks shall have the right, but not the obligation, to approve such request for an extension. Any approval of the Borrower’s request shall be subject to such terms and conditions as the Banks may deem appropriate.

ARTICLE VI
CONDITIONS PRECEDENT

     Prior to or concurrently with the execution and delivery of this Agreement, and as conditions precedent to the making or continuation of any Loans or the issuance or continuation of letters of credit hereunder on the Restatement Effective Date, the following actions shall be taken, all in form and substance satisfactory to the Agents and the Banks and their respective counsel:

     SECTION 6.01. CORPORATE AND LOAN DOCUMENTS . The Borrower shall deliver or cause to be delivered to the Agents and the Banks the following documents, in all cases duly executed, delivered and/or certified, as the case may be:

     (a) Certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution, delivery and performance of this Agreement and the Notes provided for herein;

     (b) Certified copies of resolutions of the board of directors of the Parent evidencing approval of the execution, delivery and performance of the Guaranty;

     (c) Copies of the Articles of Incorporation of the Borrower in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;

     (d) Copies of the Articles of Incorporation of the Parent in effect as of the Restatement Effective Date, certified by the Ohio Secretary of State as of a recent date;

     (e) Copies of the Code of Regulations of the Borrower in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Borrower;

     (f) Copies of the Code of Regulations of the Parent in effect as of the Restatement Effective Date, certified as true and complete as of the Restatement Effective Date by the secretary of the Parent;

     (g) A good standing certificate for the Borrower from the State of Ohio as of a recent date;

     (h) A good standing certificate for the Parent from the State of Ohio as of a recent date.

     (i) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the officers of the Borrower authorized to sign this Agreement and the Notes, together with the true signatures of such officers.

     (j) A certificate of the secretary or assistant secretary of the Parent certifying the names of the officers of the Parent authorized to sign the Guaranty, together with the true signatures of such officers.

     (k) The Borrower, the Agents, and the Banks shall have executed and delivered counterparts of the Agreement.

     (l) The Parent shall have executed and delivered the Guaranty to the Agents and the Banks.

     (m) The Borrower shall have executed and delivered to each Bank (other than the Additional Banks), a Revolving Loan Note payable to the account of each respective Bank in the amount of their respective Commitments.

     (n) The Borrower shall have executed and delivered to each Swing Line Lender, a Swing Line Note payable to the account of each respective Swing Line Lender in the amount of their respective Swing Line Commitments.

     (o) A certificate of the secretary or assistant secretary of the Borrower certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.

     (p) A certificate of the secretary or assistant secretary of the Parent certifying that as of the Restatement Effective Date and after giving effect thereto and to the Loans made hereunder (i) there exists no Possible Default or Event of Default and (ii) all representations and warranties contained herein shall be true and correct in all material respects.

     SECTION 6.02. OPINION OF COUNSEL FOR PARENT . The Borrower shall deliver or cause to be delivered to the Agents and the Banks a favorable opinion of counsel for the Parent as to the due authorization, execution and delivery, and legality, validity, and enforceability of the Guaranty and such other matters as the Agents and the Banks may request.

     SECTION 6.03. JUDGMENT, ORDERS . On the Restatement Effective Date, there shall not exist any judgment, order, injunction or other restraint issued or filed with respect to the consummation of the transactions contemplated by this Agreement.

     SECTION 6.04. LITIGATION . On the Restatement Effective Date, there shall be no actions, suits or proceedings pending or threatened (a) with respect to this Agreement or the transactions contemplated hereby or (b) which the Agents or the Banks shall determine could have a Material Adverse Effect.

     SECTION 6.05. NOTICE OF BORROWING . Prior to the making of each Loan, the Agent shall have received a Notice of Borrowing satisfying the requirements of Section 5.01.

     SECTION 6.06. OPINION OF COUNSEL FOR BORROWER . The Borrower shall deliver or cause to be delivered to the Agents and the Banks a favorable opinion of counsel for the Borrower as to the due authorization, execution and delivery, and legality, validity and enforceability of this Agreement and the Notes and such other matters as the Agents and the Banks may request.

     SECTION 6.07. PAYMENT OF FEES . On the Restatement Effective Date, the Borrower shall have paid to the Agents and the Banks all costs, fees and expenses, and all other compensation contemplated by this Agreement (including, without limitation, legal fees and expenses) to the extent then due.

     SECTION 6.08. ADVERSE CHANGE, ETC . From January 31, 2007 to the Restatement Effective Date, nothing shall have occurred (and neither the Banks nor the Agents shall ha