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On October 15, 1997, the Company entered into a $300 million competitive advance and multi-currency revolving credit facility (the “Credit Facility”) provided by a group of 13 banks. The Credit Facility provides for a term loan of $150 million and a revolving credit facility of $150 million, $50 million of which is available for borrowings in foreign currencies. The Credit Facility includes customary financial and other covenants that require the maintenance of certain ratios including maximum leverage and interest coverage and restricts the Company’s ability to make certain investments, incur debt and dispose of assets. The term loan ($ 80 million of which is outstanding at December 31, 2000) is payable over five years, $42.5 million of which is due in 2001. Borrowings under the Credit Facility are, at the option of the borrower, at one of several rates including LIBOR plus 20.0 to 87.5 basis points, based upon a defined financial ratio and the loan type. 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 Credit Facility. The Credit Facility requires the Company to pay annual fees of 1/ 10 of 1% to 1/ 3 of 1%, based upon a defined financial ratio of the total loan commitment. The Credit Facility will terminate on October 15, 2002.

On May 1, 1998, the Company issued $100 million of senior unsecured notes (the “Senior Notes”) at a discount of $0.6 million, bearing a coupon rate of 7.13% with an effective rate of 7.22%. The Senior Notes will mature on May 1, 2008, with interest on the Senior 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 Credit Facility.

During June 2000, the Company renewed its revolving line of credit for $15 million. Borrowings on the line of credit are used to finance short-term working capital requirements and other short-term general corporate goals. The line of credit is due to expire on May 31, 2001 and bears interest at LIBOR plus 75 basis points. Interest accrues monthly on the outstanding balance. The line of credit contains essentially the same covenants as the Credit Facility and is prepayable without penalty.

11. Interest Rate Hedges

On December 3, 1999, the Company entered into an interest rate swap agreement with a notional amount of $115 million to fix certain of its variable rate debt in order to reduce the Company’s exposure to fluctuations in interest rates. The interest rate differential to be paid or received on the interest rate swap agreement is accrued as interest rates change and is recognized as an adjustment to interest expense. On average at December 31, 1999, the interest rate swap agreement had a life of two months with a fixed rate of 5.85% and variable rate of 6.12%, and a fair market valuation of approximately $0.1 million. On March 3, 2000, the interest rate swap agreement was settled for approximately $0.1 million.

12. Foreign Operations

The Company accounts for foreign currency translation in accordance with SFAS No. 52, “Foreign Currency Translation.” Revenues generated by foreign operations for the years ended December 31, 2000, 1999 and 1998 were $5.3 million, $6.9 million (exclusive of $2.5 million of foreign dividends) and $5.8 million (exclusive of $2.1 million of foreign dividends), respectively. The Company’s foreign operations had net income (loss) of $( 12.3 million), $1.0 million and $0.0 million for the years ended December 31, 2000, 1999 and 1998, respectively.

13. Pension, Profit Sharing, and Incentive Plans

Bonuses accrued for key executives of the Company under incentive compensation plans were $1.1 million and $1.0 million at December 31, 2000 and 1999, respectively.

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