AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

      AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 9, 2002 amending and restating the Amended and Restated Credit Agreement dated as of September 10, 2001 (as in effect prior to the amendment and restatement of September 9, 2002, the “Credit Agreement”) among XXXXX’X CORPORATION (the “Company”), the Borrowing Subsidiaries party thereto (the “Borrowing Subsidiaries” and together with the Company, the “Borrowers”), the LENDERS party thereto (the “Lenders”), JPMORGAN CHASE BANK (as successor to The Chase Manhattan Bank), as Administrative Agent (the “Administrative Agent”), CITIBANK, N.A., as Syndication Agent, and THE BANK OF NEW YORK, as Documentation Agent.

W I T N E S S E T H:

      WHEREAS, the parties hereto desire to amend the Credit Agreement to (i) extend the Revolver Termination Date from the date that is 364 days after the effective date of the Credit Agreement to the date that is 364 days after the Amendment Effective Date (as hereinafter defined), (ii) change the pricing applicable to Eurodollar Revolving Loans, (iii) make any necessary conforming changes with respect to the amendments set forth in clauses (i) and (ii) above and (iv) amend the Commitments of each Lender, all as set forth herein;

      WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein and to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments specified below;

      NOW, THEREFORE, the parties hereto agree as follows:

      Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after the Amendment Effective Date (as defined below), refer to the Credit Agreement as amended and restated hereby.

      Section 2. Definitions. (a) The definition of “Administrative Agent” in Section 1.01 of the Credit Agreement is amended by changing the words “The Chase Manhattan Bank” to “JPMorgan Chase Bank”.

      (b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended by adding the following phrase after “0.305%,”:

      “provided, that for any day on or after the Revolver Termination Date, the Applicable Rate shall be 0.555% per annum”.

      (c) The definition of “Interest Period” in Section 1.01 of the Credit Agreement is amended by adding the following phrase after the words “six months” in clause (a) thereof:

      “or, if available by all Lenders, nine months,”.

      (d) The definition of “LIBO Rate” in Section 1.01 of the Credit Agreement is amended by replacing the words “Dow Xxxxx Markets” with the word “Telerate”.

      (e) The definition of “Prime Rate” in Section 1.01 of the Credit Agreement is amended by replacing the words “The Chase Manhattan Bank” with the words “JPMorgan Chase Bank”.

      (f) The definition of “Revolver Termination Date” in Section 1.01 of the Credit Agreement is amended to read in full as follows:

           “Revolver Termination Date” means September 8, 2003 or, if such day is not a Business Day, the next preceding Business Day.

      SECTION 3. Representation regarding Financial Condition and No Material Adverse Change. Sections 3.04(a) and (b) of the Credit Agreement are amended by replacing each reference therein to (i) “1999” with “2000”, (ii) “2000” with “2001” and (iii) “2001” with “2002”.

      SECTION 4. Changes in Commitments. On the Amendment Effective Date (as defined in Section 8 below), the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on the signature pages hereof.

      SECTION 5. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement, after giving effect to this Amendment and Restatement, is true on and as of the Amendment Effective Date and (ii) no Default has occurred and is continuing on such date.

      SECTION 6. Governing Law. This Amendment and Restatement shall be governed by and construed in accordance with the laws of the State of New York.

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            SECTION 7. Counterparts. This Amendment and Restatement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

            SECTION 8. Effectiveness. This Amendment and Restatement shall become effective on the date when the following conditions are met (the “Amendment Effective Date”):

     (a) the Administrative Agent shall have received from each of the Borrowers and the Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;

     (b) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Company, dated the Amendment Effective Date (in form and substance reasonably satisfactory to the Administrative Agent); and

     (c) all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

            SECTION 9. Confirmation of Agreement. Except as amended hereby, all of the terms of the Credit Agreement shall remain in full force and effect and are hereby confirmed in all respects.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed as of the date first above written.

	XXXXX’X CORPORATION
	By:	/s/ Xxxxxxxx X. Xxx
		Name:  Xxxxxxxx X. Xxx
		Title:  Vice President & Treasurer

Commitment

$15,000,000	JPMORGAN CHASE BANK, individually and as Administrative Agent
	By: /s/ Xxxxx X. Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President

$12,500,000	CITIBANK, N.A., individually and as Syndication Agent
	By: /s/ Xxxxxx X. Xxxxxx
		Name:   Xxxxxx X. Xxxxxx
		Title:     Vice President

$12,500,000	THE BANK OF NEW YORK, individually and as Documentation Agent
	By: /s/ Xxxxxx Xxxx
		Name:   Xxxxxx Xxxx
		Title:     Vice President

$10,000,000	BARCLAYS BANK PLC
	By: /s/ Xxxxxxxx X. Xxxx
		Name:   Xxxxxxxx X. Xxxx Title:     Director               Loan Transaction Management

$10,000,000	WACHOVIA BANK, NATIONAL ASSOCIATION (successor to First Union National Bank)
	By: /s/ Xxxxxxxx X. Xxxxxxxx
		Name:   Xxxxxxxx X. Xxxxxxxx
		Title:     Vice President

$10,000,000	SUNTRUST BANK
	By: /s/ Xxxx Xxxxxxxx
		Name:   Xxxx Xxxxxxxx
		Title:     Vice President

$10,000,000	THE NORTHERN TRUST COMPANY
	By: /s/ Xxxx Xxxxxxxxxx
		Name:   Xxxx Xxxxxxxxxx
		Title:     Vice President               The Northern Trust