By________________________________ Name Sample Clauses

By________________________________ Name. Xxxxx X. Xxxxxx Title: Senior Vice President Treasurer and By_______________________________ Name: Xxxx X. Xxxxxxxxx, III Title: Vice President and Secretary NOTE U.S. $10,000,000.00 Dated: June 27, 1997 FOR VALUE RECEIVED, the undersigned, DIMON INCORPORATED, a Virginia corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A. (the "Lender") for the account of its Applicable Lending Office (as defined in the Credit Agreement referenced below) the principal sum of TEN MILLION AND NO/100 DOLLARS (U.S. $10,000,000.00) or, if less, the aggregate unpaid principal amount of Advances (as defined below) made by the Lender to the Borrower pursuant to the Credit Agreement, on the Termination Date (as such term is defined in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. In no contingency or event whatsoever shall the interest rate charged pursuant to the terms of this Note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable. In the event that such a court determines that the Lender has received interest hereunder in excess of the highest applicable rate, the Lender shall promptly refund such excess interest to the Borrower. Both principal and interest are payable in lawful money of the United States of America to NationsBank, N.A., as Administrative Agent, at its Payment Office (as such term is defined in the Credit Agreement) currently located at 000 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina, in same day funds. Each Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded on the books and records of the Lender and the Administrative Agent as provided in the Credit Agreement. Failure of the Lender, the Administrative Agent or any holder to maintain its books and records with respect to any Advance, or any error in such books and records, shall not affect the obligations of the Borrower under this Note, the Credit Agreement or any other Loan Document. This Note is one of the Notes referenced in, and is entitled to the benefits of, the Credit Agreement dated as of June 27, 1997 (as hereafter amended, modifi...

By________________________________ Name. Title: EXHIBIT H --------- (FORM OF ERISA TRANSFER AFFIDAVIT) STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) The undersigned, being first duly sworn, deposes and says as follows:

By________________________________ Name. Title: -------------------

By________________________________ Name. Title: TERM NOTE $_____________ New York, New York December 5, 1996 FOR VALUE RECEIVED, HOWMET CORPORATION, a Delaware corporation (the "Borrower"), hereby promises to pay to ________________________ or its registered assigns (the "Bank"), in lawful money of the United States of America in immediately available funds, at the office of The First National Bank of Chicago (the "Administrative Agent") located at One Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000 xx the Maturity Date (as defined in the Agreement referred to below) the principal sum of ________________________________ DOLLARS ($ ) or, if less, the then unpaid principal amount of all Term Loans (as defined in the Agreement) made by the Bank pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates and at the times provided in Section 1.08 of the Agreement. This Note is one of the Term Notes referred to in the Credit Agreement, dated as of December 13, 1995 and amended and restated as of December 5, 1996, among Blade Acquisition Corp., Howmet Holdings Corporation, the Borrower, the lenders from time to time party thereto (including the Bank), Bankers Trust Company, Citicorp USA, Inc. and The First National Bank of Chicago, as Managing Agents, Bankers Trust Company, as Syndication Agent, Citicorp USA, Inc., as Documentation Agent and The First National Bank of Chicago, as Administrative Agent (as from time to time in effect, the "Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured by the Security Documents (as defined in the Agreement) and is entitled to the benefits of the Guaranties (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. HOWMET CORPORATION By__________________________________ Title: 245 EXHIBIT B-2 REVOLVING NOTE $_____________ New York, New York December 5, 1996 FOR VALUE RECEIVED, HOWMET CORPORATION, a Delaware corporation ...

By________________________________ Name. Randall J. Fagundo Title: President and CEO [SIGNATURE PAGE TO ESCROW AGREEMENT] SELLERS: FOLZ VENDING CO., INC.

By________________________________ Name. Title: Existing Commitment The undersigned Lender hereby: $ 11,500,000 Consents to the Amendment and Restatement: __________________ Declines to consent to the Amendment and Restatement: ________________ Consents to an increase in the amount of its Commitment, pursuant to the provisions of Section 2 of the Amendment and Restatement, of up to: $___________ THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH By_______________________________ Name: Title: SCHEDULE I Domestic Eurodollar Lender Lending Office Lending Office Commitment JPMorgan Chase Bank $ 25,000,000 Bank One, N.A. $ 24,000,000 Deutsche Bank AG New York Branch $ 24,000,000 Wachovia Bank, National $ 24,000,000 Association The Bank of New York $ 20,000,000 Bank of America, N.A. $ 20,000,000 SunTrust Bank $ 20,000,000 The Bank of Nova Scotia $ 20,000,000 Mellon Bank, N.A. $ 11,500,000 The Bank of Tokyo-Mitsubishi, $ 11,500,000 Ltd., New York Branch Total: $200,000,000 EXHIBIT A-1 FORM OF OPINION OF COUNSEL FOR THE COMPANY March 30, 2004 To each of the Lenders parties to the Amendment and Restatement referred to below and JPMorgan Chase Bank, as Administrative Agent Re: Florida Power Corporation d/b/a Progress Energy Florida, Inc. Ladies and Gentlemen: This opinion is furnished to you by us as counsel for Florida Power Corporation d/b/a Progress Energy Florida, Inc. (the "Borrower") pursuant to Section 3(b) of the Amendment and Restatement, dated as of March 30, 2004 (the "Amendment and Restatement"; unless otherwise defined herein, the terms defined therein being used herein as therein defined), of the 364-day Credit Agreement, dated as of April 1, 2003 (the "Credit Agreement", and as amended by the Amendment and Restatement, the "Amended and Restated Agreement"), among the Borrower, certain lenders thereunder (the "Lenders") and JPMorgan Chase Bank, as administrative agent for the Lenders. In connection with the preparation, execution and delivery of the Amendment and Restatement, we have examined: (1) The Amendment and Restatement. (2) The Credit Agreement. (3) The Amended and Restated Agreement. (4) The documents furnished by the Borrower pursuant to Section 3 of the Amendment and Restatement. (5) The Restated Charter of the Borrower (the "Charter"). (6) The Bylaws of the Borrower and all amendments thereto (the "Bylaws").

By________________________________ Name. Title: If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the Company, whereupon this letter shall become a binding agreement among you, NPCI and the Company. Very truly yours, NPC Management, Inc. By Name: Title: NPC International, Inc. By: Name: Title: The foregoing Agreement is hereby accepted as of the date first above written. American General Life Insurance Company

By________________________________ Name. Title:............................. Title:............................. Signature:......................... Signature:......................... Date: ............................. Date: .............................

By________________________________ Name. 3Title: ------------------------------------ 1 Must be at least $100,000. 2 No earlier than the Business Day of request and before the Termination Date and between the 1st day and 20th day of a Calendar Month if part of Tranche A for P&I Borrowings or the 21st day and last day of a Calendar Month in part of Tranche B for P&I Borrowings. 4 Must be a Responsible Officer, or an individual designated to Administrative Agent in writing by a Responsible Officer of, Xxxxxx. EXHIBIT B-3 CONVERSION REQUEST AGENT: Bank One, Texas, N.A. DATE: ____________________ FROM: ________________________________________1 This request is delivered under the Restated Loan and Security Agreement (as renewed, extended, and amended, the "Loan Agreement") dated as of May 21, 1999, between Associates, Xxxxxx, Documentation Agent, Co-Agents, Administrative Agent, and certain lenders ("Lenders"). Terms defined in the Loan Agreement have the same meanings when used, unless otherwise defined, in this request. The Company named above presently has a ___________________________2 Borrowing in the amount of $_______________________ (the "Existing Borrowing"), with, if a LIBOR Borrowing, an Interest Period ending on __________________________, (the "Conversion Date").3 Subject to the time periods applicable under Section 3.11, on the Conversion Date, the Company named above requests to [check applicable box(es)]: - Continue the entire Existing Borrowing as a LIBOR Borrowing with a new Interest Period beginning ____________________, and ending ____________________.4 - Convert the entire Existing Borrowing from [check box]: - a Fed-Funds Borrowing to a LIBOR Borrowing with an Interest Period beginning ____________________, and ending ____________________.4 - a LIBOR Borrowing to a Fed-Funds Borrowing. - Pay $____________________ of the Existing Borrowing to those Lenders and in the amounts described in the table on the reverse of this request and continue the balance as [check box]: - a LIBOR Borrowing5 with a new Interest Period beginning ____________________, and ending ____________________.4 - a Fed-Funds Borrowing.

By________________________________ Name. Title: ----------------------- SCHEDULE 1 TO PARTICIPATION AGREEMENT ----------------------- ACCOUNTS; ADDRESSES ACCOUNT FOR PAYMENTS ADDRESS FOR NOTICES -------------------- ------------------- CONTINENTAL AIRLINES, INC. The Chase Manhattan Bank Continental Airlines, Inc. New York, New York 10000 0000 Xxxxh Street Account No.: 910-2-499291 Xxxx. XXX-FN ABA#: 021-000021 Houston, Texas 77002 Attention: Darlene Cafferata Xxxxxxxxx: Xxnior Vice Voice: 312-807-4084 Xxesident - Finance Facsimile: 312-807-4501 Xxxxxxxxe: (713) 324-2447 Reference: Continental [___]