In July 2004, the Company entered into a $265 million senior unsecured revolving credit facility (the “Revolver”) with a syndicate of lenders. The proceeds from the Revolver were used to refinance and terminate the revolving credit facility and term loan outstanding under the Company’s Old Credit Facility. The Revolver permits the Company to borrow, repay and reborrow revolving loans until the scheduled maturity date in July 2009. Borrowings pursuant to the Revolver bear interest, at one of several rates selected by the Company, based upon the credit rating of the Company and include LIBOR plus 62½ basis points to 125 basis points; prime rate; and prime rate minus 175 basis points. In addition, the Company has the option to request participating banks to bid on loan participation at lower rates than those contractually provided by the Revolver. On February 28, 2005, Standard & Poor’s Rating Services raised its rating of the Company’s debt from BBB- to BBB. This rating and any other ratings by other rating organizations, may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. The Revolver requires the Company to pay a commitment fee ranging, based upon the credit rating of the Company, between 12  ½ basis points and 25 basis points of the average daily-unused portion of the aggregate available commitment. The Revolver also provides for the issuances of letters of credit on behalf of the Company. The Revolver includes customary financial and other covenants that require the maintenance of certain ratios including maximum leverage and interest coverage. As of December 31, 2004 the Company was in compliance with all covenants under the Revolver. The Revolver restricts the Company’s ability to make certain investments, incur certain debt, and dispose of assets, among other restrictions. As of December 31, 2004, the Company had $218.2 million of revolving loans outstanding pursuant to the Revolver.

     The proceeds from the Revolver are used for general corporate purposes, including working capital, debt repayment, stock repurchases and investments.

     In 1998, the Company completed a $100 million senior unsecured note offering (“the Notes”), bearing a coupon rate of 7.13% with an effective rate of 7.22%. The Notes will mature on May 1, 2008, with interest on the Notes to be paid semi-annually. The Company used the net proceeds from the offering of approximately $99 million to repay amounts outstanding under the Company’s previous credit facility. The Notes contain a call provision that would require the Company to pay a premium if the Notes were redeemed prior to their maturity. At December 31, 2004, the call provision would have resulted in a premium of $12.4 million.

     The Company has a line of credit with a bank providing up to an aggregate of $10 million of borrowings which is due upon demand. The line of credit ranks pari-pasu (or equally) with the Revolver. Borrowings under the line of credit bear interest at rates established at the time of the borrowings based on prime minus 175 basis points. As of December 31, 2004, $10.0 million was outstanding pursuant to this line of credit.

     As of December 31, 2004, the total long-term debt outstanding for the Company was $328.7 million, of which $10.1 million was scheduled to mature in the next twelve months ending December 31, 2005.

     Through December 31, 2004, the Company had purchased 32.5 million shares of its common stock at a total cost of $663 million, including 3.2 million shares at a cost of $148.3 million during the year ended December 31, 2004. At December 31, 2004, the Company had approximately 32.3 million shares of common stock outstanding. As of December 31, 2004, the Company had remaining authorization to purchase up to 1.8 million shares. Subsequent to December 31, 2004 through March 10, 2005, the Company had repurchased an additional 0.2 million shares of its common stock at a total cost of $13.5 million.

     In the fourth quarter of 2003, the Company initiated a cash dividend on its common stock. In September 2004, the Company’s board of directors increased the quarterly dividend rate to $0.225, a 12.5% increase from the previous quarterly rate of $0.20. This increase raises the annual dividend rate on the Company’s common stock from $0.80 to $0.90 per share. Dividends paid in 2004 were approximately $27.7 million.