$150,000,000

364-DAY CREDIT AGREEMENT

dated as of January 14, 2003,

among

LABORATORY CORPORATION OF AMERICA HOLDINGS,

THE LENDERS NAMED HEREIN

and

CREDIT SUISSE FIRST BOSTON,

as Administrative Agent


----------------------------

CREDIT SUISSE FIRST BOSTON,
as Sole Bookrunner and
Sole Lead Arranger


BANK OF AMERICA, N.A.,
UBS WARBURG LLC AND
WACHOVIA SECURITIES,
as Co-Syndication Agents


SUNTRUST BANK,
as Documentation Agent

<PAGE>


TABLE OF CONTENTS

                                                        Page
                                                        -----
ARTICLE I

Definitions

SECTION 1.01.  Defined Terms                               1
SECTION 1.02.  Terms Generally                            13
SECTION 1.03.  Classification of Loans and Borrowings     14

ARTICLE II

The Credits

SECTION 2.01.  Commitments                                14
SECTION 2.02.  Loans                                      14
SECTION 2.03.  Competitive Bid Procedure                  15
SECTION 2.04.  Borrowing Procedure                        17
SECTION 2.05.  Evidence of Debt; Repayment of Loans       18
SECTION 2.06.  Fees                                       18
SECTION 2.07.  Interest on Loans                          19
SECTION 2.08.  Default Interest                           19
SECTION 2.09.  Alternate Rate of Interest                 20
SECTION 2.10.  Termination and Reduction of Commitments   20
SECTION 2.11.  Conversion and Continuation of Borrowings  20
SECTION 2.12.  Optional Prepayment                        22
SECTION 2.13.  Reserve Requirements; Change in
                 Circumstances                            22
SECTION 2.14.  Change in Legality                         23
SECTION 2.15.  Break Funding                              24
SECTION 2.16.  Pro Rata Treatment                         24
SECTION 2.17.  Sharing of Setoffs                         25
SECTION 2.18.  Payments                                   25
SECTION 2.19.  Taxes                                      26
SECTION 2.20.  Assignment of Commitments Under
                 Certain Circumstances; Duty to Mitigate  27

ARTICLE III

Representations and Warranties
SECTION 3.01.  Organization; Powers                       29
SECTION 3.02.  Authorization                              29
SECTION 3.03.  Enforceability                             29

<PAGE>

SECTION 3.04.  Governmental Approvals                     29
SECTION 3.05.  Financial Statements                       29
SECTION 3.06.  No Material Adverse Change                 30
SECTION 3.07.  Subsidiaries                               30
SECTION 3.08.  Litigation; Compliance with Laws           30
SECTION 3.09.  Federal Reserve Regulations                30
SECTION 3.10.  Investment Company Act; Public Utility
                 Holding Company Act                      30
SECTION 3.11.  Use of Proceeds                            30
SECTION 3.12.  Tax Returns                                30
SECTION 3.13.  No Material Misstatements                  30
SECTION 3.14.  Employee Benefit Plans                     31
SECTION 3.15.  Environmental Matters                      31
SECTION 3.16.  Senior Indebtedness                        31

ARTICLE IV

Conditions of Lending

SECTION 4.01.  All Borrowings                             31
SECTION 4.02.  Closing Date                               32

ARTICLE V

Affirmative Covenants

SECTION 5.01.  Existence; Businesses and Properties       33
SECTION 5.02.  Insurance                                  33
SECTION 5.03.  Obligations and Taxes                      33
SECTION 5.04.  Financial Statements, Reports, etc         33
SECTION 5.05.  Litigation and Other Notices               34
SECTION 5.06.  Maintaining Records; Access to
                 Properties and Inspections               35
SECTION 5.07.  Use of Proceeds                            35

ARTICLE VI

Negative Covenants

SECTION 6.01.  Subsidiary Indebtedness                   35
SECTION 6.02.  Liens                                     36
SECTION 6.03.  Sale and Lease-Back Transactions          38
SECTION 6.04.  Mergers, Consolidations and Sales
                 of Assets                               38
SECTION 6.05.  Restricted Payments                       38
SECTION 6.06.  Business of Borrower and Subsidiaries     38
SECTION 6.07.  Interest Coverage Ratio                   38
SECTION 6.08.  Maximum Leverage Ratio                    38

<PAGE>

SECTION 6.09.  Hedging Agreements                        39

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01.  Notices                                  43
SECTION 9.02.  Survival of Agreement                    43
SECTION 9.03.  Binding Effect                           43
SECTION 9.04.  Successors and Assigns                   44
SECTION 9.05.  Expenses; Indemnity                      47
SECTION 9.06.  Right of Setoff                          48
SECTION 9.07.  Applicable Law                           48
SECTION 9.08.  Waivers; Amendment                       48
SECTION 9.09.  Interest Rate Limitation                 49
SECTION 9.10.  Entire Agreement                         49
SECTION 9.11.  WAIVER OF JURY TRIAL                     49
SECTION 9.12.  Severability                             49
SECTION 9.13.  Counterparts                             49
SECTION 9.14.  Headings                                 50
SECTION 9.15.  Jurisdiction; Consent to Service
                 of Process                             50
SECTION 9.16.  Confidentiality                          50
SECTION 9.17.  Termination of Existing Credit
                 Agreement                              51

Schedule 2.01     Lenders and Commitments
Schedule 3.07     Subsidiaries

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D-1       Form of Competitive Bid Request
Exhibit D-2       Form of Notice of Competitive Bid Request
Exhibit D-3       Form of Competitive Bid
Exhibit D-4       Form of Competitive Bid Accept/Reject Letter

<PAGE>

Exhibit E-1       Form of Opinion of Chief Legal Counsel of the Borrower
Exhibit E-2       Form of Opinion of Hogan & Hartson L.L.P.

<PAGE>

364-DAY CREDIT AGREEMENT dated as of  January
14, 2003, among LABORATORY CORPORATION OF
AMERICA HOLDINGS, a Delaware corporation (the
"Borrower"), the Lenders (as defined in Article I), and CREDIT
SUISSE FIRST BOSTON, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders.

The Borrower has requested the Lenders to extend credit in the form of
Revolving Loans (such term and each other capitalized term used but not
defined herein having the meaning given it in Article I) at any time and
from time to time prior to the Maturity Date, in an aggregate
principal amount at any time outstanding not in excess of $150,000,000.  The
Borrower has also requested the Lenders to provide a procedure pursuant to
which the Borrower may invite the Lenders to bid on an uncommitted basis on
short-term borrowings by the Borrower.  The proceeds of the Loans are to be
used solely for general corporate purposes of the Borrower and its
Subsidiaries, including (a) working capital, (b) capital expenditures,
(c) the funding of share repurchases and other Restricted Payments permitted
hereunder, (d) acquisitions and (e) the repayment of all amounts outstanding
or due under the Existing Credit Agreement.

The Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions set forth herein.  Accordingly, the parties hereto
agree as follows:

ARTICLE I

Definitions

SECTION 1.01.  Defined Terms.  As used in this Agreement, the following terms
shall have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Alternate Base Rate.

"Acquisition" shall mean the acquisition by the Borrower or any wholly owned
Subsidiary of the Borrower of all or substantially all of the assets of a
person or line of business of such person, or all or substantially all of the
Equity Interests of a person, in each case where the aggregate consideration
(in whatever form) payable by the Borrower or any Subsidiary exceeds
$10,000,000.

"Administrative Agent Fees" shall have the meaning assigned to such term in
Section 2.06(b).

"Administrative Questionnaire" shall mean an Administrative Questionnaire in
the form of Exhibit A, or such other form as may be supplied from time to time
by the Administrative Agent.

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2

"Affiliate" shall mean, when used with respect to a specified person, another
person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

"Aggregate Revolving Credit Exposure" shall mean the aggregate amount of the
Lenders' Revolving Credit Exposures.

"Alternate Base Rate" shall mean, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan (other than any Eurodollar Competitive Loan) or ABR Loan,
or with respect to the Facility Fees, as the case may be, the applicable
percentage set forth below under the caption "Eurodollar Spread", "ABR Spread"
or "Facility Fee Percentage", as the case may be, based upon the rating
by S&P applicable on such date to the Index Debt:

                             Eurodollar             ABR         Facility Fee
S&P Rating                    Spread              Spread         Percentage
----------                  -----------          --------      --------------

Category 1
----------
Equal to or greater than A-   0.545%               0.00%           0.080%


Category 2
----------
BBB+                          0.650%               0.00%           0.100%

Category 3
----------
BBB                           0.875%               0.00%           0.125%

Category 4
----------
BBB-                          1.200%               0.200%          0.175%

Category 5
----------
Less than BBB-                1.525%               0.525%          0.225%


For purposes of the foregoing, (i) if S&P shall not have in effect a
rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then S&P shall be
deemed to have established a rating in Category 5; and (ii) if the rating
established or deemed to have been established by S&P for the Index Debt
shall be changed (other than as a result of a change in the rating system
of S&P), such change shall be effective as of the date on which it is
first announced by S&P.  Each change in the Applicable Percentage
shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of
the next such change.  If the rating system of S&P shall change, or if S&P
shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the non-availability
of a rating from S&P and, pending the effectiveness of any such amendment,
the Applicable Percentage shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

<PAGE>
3

"Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 9.04), and accepted by the
Administrative Agent, in the form of Exhibit B or such other form as shall
be approved by the Administrative Agent.

"Board" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

"Borrowing" shall mean (a) Loans of the same Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to
which a single Interest Period is in effect or (b) a Borrowing described
in the definition of the term "Competitive Borrowing".

"Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.04.

"Business Day" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.
Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified
and accounted for as capital leases on a balance sheet of such person
under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.

A "Change in Control" shall be deemed to have occurred if (a) any person
or group (within the meaning of Rule 13d-5 of the Securities Exchange Act
of 1934 as in effect on the date hereof) shall own directly or indirectly,
beneficially or of record, shares representing more than
40% of the aggregate ordinary voting power represented by the issued and
outstanding capital stock of the Borrower or (b) a majority of the seats
(other than vacant seats) on the board of directors of the Borrower shall
at any time be occupied by persons who were neither (i) nominated by the
board of directors of the Borrower, nor (ii) appointed by directors so
nominated.

"Change in Law" shall mean (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any
Governmental Authority after the date of this Agreement or (c)
compliance by any Lender (or, for purposes of Section 2.13, by any lending
office of such Lender or by such Lender's holding company, if any) with
any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

"Closing Date" shall mean January 14, 2003.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

<PAGE>
4

"Commitment" shall mean, with respect to each Lender, the commitment of
such Lender to make Loans hereunder as set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender assumed its
Commitment, as applicable, as the same may be (a) reduced from time to
time pursuant to Section 2.10 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section
9.04.

"Competitive Bid" shall mean an offer by a Lender to make a Competitive
Loan pursuant to Section 2.03(b) in the form of Exhibit D-3.

"Competitive Bid Accept/Reject Letter" shall mean a notification made by
the Borrower pursuant to Section 2.03(d) in the form of Exhibit D-4.

"Competitive Bid Rate" shall mean, as to any Competitive Bid, (i) in the
case of a Eurodollar Loan, the Margin, and (ii) in the case of a Fixed
Rate Loan, the fixed rate of interest offered by the Lender making such
Competitive Bid.

"Competitive Bid Request" shall mean a request made by the Borrower
pursuant to Section 2.03(a).

"Competitive Borrowing" shall mean a Borrowing consisting of a Competitive
Loan or concurrent Competitive Loans from the Lender or Lenders whose
Competitive Bids for such Borrowing have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

"Competitive Loan" shall mean a Loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.03.  Each
Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate
Loan.

"Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of the Borrower dated December 2002.

"Consolidated EBITDA" shall mean, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated
interest expense net of interest income for such period,
(ii) consolidated income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization for such period and (iv) any
extraordinary charges and all non-cash write-offs and write-downs of
amortizable and depreciable items for such period, and minus (b) without
duplication, to the extent included in determining such Consolidated Net
Income, any extraordinary gains and all non-cash items of income for such
period, all determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period, the interest
expense (including (a)  imputed interest expense in respect of Capital
Lease Obligations and (b) the amortization of original issue discount in
connection with the Subordinated Notes and other Indebtedness issued with
original issue discount) of the Borrower and the Subsidiaries for such
period, net of interest income, in each case  determined on a consolidated
basis in accordance with GAAP. For purposes of the foregoing, interest
expense shall be determined after giving

<PAGE>
5


effect to any net payments made or received by the Borrower or any
Subsidiary with respect to interest rate Hedging Agreements.

"Consolidated Net Income" shall mean, for any period, the net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.

"Control" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have
meanings correlative thereto.

"Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

"dollars" or "$" shall mean lawful money of the United States of America.

"Environmental Laws" shall mean all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments or  injunctions issued, promulgated
or entered into by any Governmental Authority, relating to the
environment, the preservation or reclamation of natural resources, the
management or release of Hazardous Materials or to the effect of the
environment on human health and safety.

"Environmental Liability" shall mean liabilities, obligations, claims,
actions, suits, judgments or orders under or relating to any Environmental
Law for any damages, injunctive relief, losses, fines, penalties, fees,
expenses (including fees and expenses of attorneys and consultants) or
costs, whether contingent or otherwise, including those arising from or
relating to (a) any action to address the on- or off-site presence,
release of, or exposure to, Hazardous Materials, (b) permitting and
licensing, governmental administrative oversight and financial
assurance requirements, (c) any personal injury (including death), any
property damage (real or personal) or natural resource damage and (d) the
violation of any Environmental Law.

"Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person, or any
obligations convertible into or exchangeable for, or giving any person a
right, option or warrant to acquire such equity interests or such
convertible or exchangeable obligations; provided that the Subordinated
Notes are deemed not to constitute Equity Interests of the Borrower.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code, or solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

<PAGE>
6


"ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the filing pursuant to Section 412(d)
of the Code or Section 303(d) of ERISA of an application for a waiver of
the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan or the
withdrawal or partial withdrawal of the Borrower or any of its ERISA
Affiliates from any Plan or Multiemployer Plan; (e) the receipt by
the Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to the intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the
adoption of any amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of
ERISA; (g) the receipt by the Borrower or any of its ERISA Affiliates of
any notice, or the receipt by any Multiemployer Plan from the Borrower or
any of its ERISA Affiliates of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or
is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA; or (h) the occurrence of a "prohibited transaction"
with respect to which the Borrower or any of the Subsidiaries is a
"disqualified person" (within the meaning of Section 4975 of the Code) or
with respect to which the Borrower or any such Subsidiary could otherwise
be liable.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.

"Event of Default" shall have the meaning assigned to such term in Article
VII.

"Excluded Taxes" shall mean, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account
of any obligation of the Borrower hereunder, (a) income, franchise or
similar taxes imposed on (or measured by) its net income by
the United States of America, the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located
(or, in the case of any Lender, in which its applicable
lending office is located), or, in the case of a jurisdiction that imposes
taxes on the basis of management or control or other concept or principle
of residence, the jurisdiction in which such recipient is so resident, (b)
Taxes imposed by reason of any present or former connection between
such person and the jurisdiction imposing such Taxes, other than solely as
a result of the execution and delivery of this Agreement, the making of
any Loans hereunder or the performance of any action provided for
hereunder, (c) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (d) in the case of a Foreign Lender (other than as
an assignee pursuant to a request by the Borrower under Section 2.20(a)),
any withholding tax that (i) is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to his
Agreement (or designates a new lending office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.19(a) or (ii) is attributable to such Foreign
Lender's failure to comply with Section 2.19(e).

<PAGE>
7


"Existing Credit Agreement" shall mean the 364-Day Credit Agreement dated
as of February 20, 2002, among the Borrower, the lenders from time to time
party thereto, and Credit Suisse First Boston, as administrative agent.

"Facility Fee" shall have the meaning assigned to such term in Section
2.06(a).

"Federal Funds Effective Rate" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for the day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized
standing selected by it.

"Fees" shall mean the Facility Fees and the Administrative Agent Fees.

"Financial Officer" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer or Controller of such person.

"Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate
Loans.

"Fixed Rate Loan" shall mean any Competitive Loan bearing interest at a
fixed percentage rate per annum (expressed in the form of a decimal to no
more than four decimal places) specified by the Lender making such Loan in
its Competitive Bid.

"Foreign Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.

"GAAP" shall mean generally accepted accounting principles applied on a
consistent basis.

"Governmental Authority" shall mean any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory
body.

"Granting Lender" shall have the meaning assigned to such term in Section
9.04(i).

"Guarantee" of or by any person (the "guarantor") shall mean any
obligation, contingent or otherwise, of such person guaranteeing or having
the economic effect of guaranteeing any Indebtedness of any other person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or to purchase (or to advance or supply funds for
the purchase of) any security for the payment of such Indebtedness, (b) to
purchase or lease property, securities or services for the purpose of
assuring the owner of such Indebtedness of the payment of such
Indebtedness or other obligation, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or (d) as an

<PAGE>
8


account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness; provided, however, that the term
"Guarantee" shall not include endorsements for collection or deposit in
the ordinary course of business.

"Hazardous Materials" shall mean (a) petroleum products and byproducts,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
radon gas, chlorofluorocarbons and all other ozone-depleting substances
and (b) any chemical, material, substance, waste, pollutant or
contaminant that is prohibited, limited or regulated by or pursuant to
any Environmental Law.

"Hedging Agreement" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement
or other interest or currency exchange rate or commodity price hedging
arrangement.

"Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c)
all obligations of such person under conditional sale or other title
retention agreements relating to property or assets purchased by such
person, (d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (excluding trade accounts
payable and accrued obligations incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired
by such person, whether or not the obligations secured thereby have been
assumed, (f) all Guarantees by such person of Indebtedness of others, (g)
all Capital Lease Obligations of such person, (h) all obligations,
contingent or otherwise, of such person as an account party in respect of
letters of credit and letters of guaranty, (i) all obligations, contingent
or otherwise, of such person in respect of bankers' acceptances and (j)
all obligations of such person to make contingent cash payments in respect
of any acquisition, to the extent such obligations are or are required to
be shown as liabilities on the balance sheet of such person in accordance
with GAAP.  The Indebtedness of any person shall include the Indebtedness
of any other entity (including any partnership in which such person is a
general partner) to the extent such person is liable therefor
as a result of such person's ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness
provide that such person is not liable therefor.

"Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

"Index Debt" shall mean the senior, unsecured, non-credit enhanced, long-
term indebtedness for borrowed money of the Borrower.

"Interest Coverage Ratio" shall mean, for any period, the ratio of (a)
Consolidated EBITDA for such period to (b) Consolidated Interest Expense
for such period.

"Interest Payment Date" shall mean (a) with respect to any ABR Loan, the
last Business Day of each March, June, September and December and (b) with
respect to any Eurodollar Loan or Fixed Rate Borrowing, the last day of
the Interest Period applicable to the Borrowing of which
such Loan is a part or such Fixed Rate Borrowing, as the case may be, and,
in the case of a Eurodollar Borrowing with an Interest Period of more than
three months' duration or a Fixed Rate Borrowing with an Interest Period
of more than 90 days' duration, each day that would have

<PAGE>
9


been an Interest Payment Date had successive Interest Periods of three
months' or 90 days' duration, respectively, been applicable to such
Borrowing.

"Interest Period" shall mean, (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is
1, 2, 3 or 6 months thereafter, as the Borrower may elect, and (b) with
respect to any Fixed Rate Borrowing, the period commencing on the date of
such Borrowing and ending on the date specified in the Competitive Bids in
which the offers to make the Fixed Rate Loans comprising such Borrowing
were extended, which shall not be earlier than 30 days after the date of
such Borrowing or later than 360 days after the date of such Borrowing;
provided, however, that if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Borrowing
only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day.  Interest shall accrue from and including the first day of
an Interest Period to but excluding the last day of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date
of the most recent conversion or continuation of such Borrowing.

"Lenders" shall mean (a) the persons listed on Schedule 2.01 (other than
any such person that has ceased to be a party hereto pursuant to an
Assignment and Acceptance) and (b) any person that has become a party
hereto pursuant to an Assignment and Acceptance.

"Leverage Ratio" shall mean, for any period, the ratio of Total Debt on
the last day of such  period to Consolidated EBITDA for such period.
Solely for purposes of this definition, if at the time of any
determination of the Leverage Ratio an Acquisition shall have been
completed during the relevant period, the Consolidated EBITDA for such
period shall be reformulated on a pro forma basis to give effect to such
Acquisition as if it had occurred on the first day of such period.  For
purposes of the foregoing, all pro forma adjustments shall be (a) only
those required or permitted by Regulation S-X of the Securities Act of
1933 or otherwise based on reasonably detailed written assumptions
reasonably acceptable to the Administrative Agent and (b) certified
by a Financial Officer of the Borrower as having been prepared in good
faith based upon reasonable assumptions.

"LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the date that is two Business
Days prior to the commencement of such Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in
dollars (as set forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the Administrative
Agent which has been nominated by the British Bankers' Association as an
authorized information vendor for the purpose of displaying such rates)
for a period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the "LIBO Rate" shall be the interest rate
per annum determined by the Administrative Agent to be the average of the
rates per annum at which dollar deposits of $10,000,000 are offered for
such relevant Interest Period to major banks in the London interbank
market in London, England by the Administrative Agent at

<PAGE>
10


approximately 11:00 a.m. (London time) on the date that is two Business
Days prior to the beginning of such Interest Period.

"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on
such asset or (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any
of the foregoing) relating to such asset.

"Loans" shall mean the Revolving Loans and the Competitive Loans.

"Margin" shall mean, as to any Eurodollar Competitive Loan, the margin
(expressed as a percentage rate per annum in the form of a decimal to no
more than four decimal places) to be added to or subtracted from the LIBO
Rate in order to determine the interest rate applicable to
such Loan, as specified in the Competitive Bid relating to such Loan.

"Margin Stock" shall have the meaning assigned to such term in Regulation
U.

"Material Adverse Effect" shall mean a materially adverse effect on the
financial condition, results of operations or business of the Borrower and
the Subsidiaries, taken as a whole.

"Material Indebtedness" shall mean Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or
more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $50,000,000.  For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

"Material Subsidiary" shall mean at any time any Subsidiary, except
Subsidiaries which, if aggregated and considered as a single Subsidiary,
would not meet the definition of a "significant subsidiary" contained as
of the date hereof in Regulation S-X of the Securities and Exchange
Commission.

"Maturity Date" shall mean January 13, 2004.

"Moody's" shall mean Moody's Investors Service, Inc.

"Multiemployer Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

"Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made under this Agreement or from
the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement.

<PAGE>
11


"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

"person" shall mean any natural person, corporation, business trust, joint
venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.

"Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 307 of ERISA, and in respect of which
the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

"Prime Rate" shall mean the rate of interest per annum publicly announced
from time to time by the Administrative Agent as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate
shall be effective on the date such change is publicly announced as being
effective.

"Register" shall have the meaning assigned to such term in Section
9.04(d).

"Regulation T" shall mean Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or
thereof.

"Regulation U" shall mean Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or
thereof.

"Regulation X" shall mean Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or
thereof.

"Related Parties" shall mean, with respect to any specified person, such
person's Affiliates and the respective directors, officers, employees,
agents and advisors of such person and such person's Affiliates.

"Required Lenders" shall mean, at any time, Lenders having Commitments
(or, if the Commitments have terminated, Loans) representing at least a
majority of the Total Commitment (or if the Commitments have terminated,
the aggregate amount of Loans outstanding) at such time or, for purposes
of acceleration pursuant to clause (ii) of the last paragraph of Article
VII, Lenders having Loans and unused Commitments representing at least a
majority of the sum of all Loans outstanding and unused Commitments.

"Restricted Payment" shall mean (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any subsidiary, or (b) any payment (whether
in cash, securities or other property), including any sinking fund or
similar deposit, other than a payment to the extent consisting of Equity
Interests  of equal or junior ranking, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any
Equity Interests in the Borrower or any Subsidiary.  It is understood that
the withholding of shares, and the payment of cash to the Internal Revenue

<PAGE>
12


Service in an amount not to exceed the value of the withheld shares, by
the Company in connection with any of its stock incentive plans shall not
constitute Restricted Payments.

"Revolving Credit Borrowing" shall mean a Borrowing comprised of Revolving
Loans.

"Revolving Credit Exposure" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender."Revolving Loans" shall mean the revolving
loans made by the Lenders to the Borrower pursuant to Section 2.01.  Each
Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving
Loan.

"S&P" shall mean Standard & Poor's Ratings Service.

"SPC" shall have the meaning assigned to such term in Section 9.04(i).

"Subordinated Notes" shall mean the Borrower's Zero Coupon Liquid Yield
Option (Subordinated Convertible) Notes due 2021, in an aggregate
principal amount at maturity of $744,000,000.

"Subordinated Note Documents" shall mean the indenture under which the
Subordinated Notes were issued and all other instruments, agreements and
other documents evidencing or governing the Subordinated Notes or
providing for any Guarantee or other right in respect thereof.

"subsidiary" shall mean, with respect to any person (herein referred to as
the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power
or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held, or (b) that is, at
the time any determination is made, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

"Subsidiary" shall mean any subsidiary of the Borrower.

"Synthetic Purchase Agreement" shall mean any swap, derivative or other
agreement or combination of agreements pursuant to which the Borrower or
any Subsidiary is or may become obligated to make (a) any payment in
connection with a purchase by any third party from a person other than the
Borrower or any Subsidiary of any Equity Interest or (b) any payment
(other than on account of a permitted purchase by it of any Equity
Interest) the amount of which is determined by reference to the price or
value at any time of any Equity Interest; provided that no phantom stock
or similar plan providing for payments only to current or former
directors, officers or employees of the Borrower or the Subsidiaries (or
to their heirs or estates) shall be deemed to be a Synthetic Purchase
Agreement.

"Taxes" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges, liabilities or withholdings imposed by any
Governmental Authority.

<PAGE>
13


"Three-Year Credit Agreement" shall mean the Three-Year Credit Agreement
dated as of February 20, 2002 (as amended, supplemented or otherwise
modified from time to time), among the Borrower, the lenders from time to
time party thereto, and Credit Suisse First Boston, as administrative
agent.

"Total Debt" shall mean, at any time, the total Indebtedness of the
Borrower and the subsidiaries at such time (excluding Indebtedness of the
type described in clause (h) of the definition of such term, except to the
extent of any unreimbursed drawings thereunder).

"Total Commitment" shall mean, at any time, the aggregate amount of the
Commitments, as in effect at such time.

"Transactions" shall have the meaning assigned to such term in Section
3.02.

"Type", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined.  For purposes hereof, the term
"Rate" shall include the LIBO Rate and the Alternate Base Rate.

"wholly owned Subsidiary" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the Equity Interests are,
at the time any determination is being made, owned, controlled
or held by such person or one or more wholly owned Subsidiaries of such
person or by such person and one or more wholly owned Subsidiaries of such
person.

"Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan,
as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.  Terms Generally.  The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words
"include", "includes" and "including" shall be deemed to be followed by
the phrase "without limitation".  The word "will" shall be construed to
have the same meaning and effect as the word "shall"; and the words
"asset" and "property" shall be construed as having the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.  All
references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules
to, this Agreement unless the context shall otherwise require.  Except as
otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in
Article VI or any related definition to eliminate the effect of any change
in GAAP occurring after the date of this Agreement on the operation of
such covenant (or if the Administrative Agent notifies the Borrower that
the Required Lenders wish to amend Article VI or any related definition
for such purpose), then the Borrower's compliance with such covenant shall
be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either

<PAGE>
14


such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

SECTION 1.03.  Classification of Loans and Borrowings.  For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and
Type (e.g., a "Eurodollar Revolving Loan").  Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by
Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a
"Eurodollar Revolving Borrowing").

ARTICLE II

The Credits

SECTION 2.01.  Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make Revolving Loans to the
Borrower, at any time and from time to time on or after the date
hereof, and until the earlier of the Maturity Date and the termination of
the Commitment of such Lender in accordance with the terms hereof, in an
aggregate principal amount at any time outstanding that will not result in
such Lender's Revolving Credit Exposure exceeding such Lender's Commitment
minus the amount by which the outstanding Competitive Borrowings shall
be deemed to have utilized such Commitment in accordance with Section
2.16.  Within the limits set forth in the preceding sentence and subject
to the terms, conditions and limitations set forth herein, the Borrower
may borrow, pay or prepay and reborrow Revolving Loans.

SECTION 2.02.  Loans.  Each Loan (other than Competitive Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments; provided,
however, that the failure of any Lender to make any Loan
shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan
required to be made by such other Lender).  Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.03.  The
Loans comprising any Borrowing shall be in an aggregate principal amount
that is (i) an integral multiple of $1,000,000 and not less than
$10,000,000 or (ii) equal to the remaining available balance of the
Commitments.

(b)  Subject to Sections 2.09 and 2.14, each Competitive Borrowing shall
be comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans,
and each other Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request pursuant to Section 2.03 or
2.04, as applicable.  Each Lender may at its option make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance
with the terms of this Agreement.  Borrowings of more than one Type may be
outstanding at the same time; provided, however, that the Borrower shall
not be entitled to request any Borrowing that, if made, would result in
more than 15 Eurodollar Borrowings outstanding hereunder at any time.  For
purposes of the foregoing, Borrowings having different Interest

<PAGE>
15


Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

(c)  Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to
such account in New York City as the Administrative Agent may designate
not later than 11:00 a.m., New York City time, and the Administrative
Agent shall promptly credit the amounts so received to an account in the
name of the Borrower and designated by the Borrower in the applicable
Borrowing Request or Competitive Bid Request or, if a Borrowing shall not
occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective
Lenders.

(d)  Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of
such Borrowing in accordance with paragraph (c) above and the
Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.  If the
Administrative Agent shall have so made funds available then, to the
extent that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such
amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, a rate determined by the
Administrative Agent to represent its cost of overnight or short-term
funds (which determination shall be conclusive absent manifest error).  If
such Lender shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Lender's Loan as part of such
Borrowing for purposes of this Agreement.

(e)  Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

SECTION 2.03.  Competitive Bid Procedure.  In order to request Competitive
Bids, the Borrower shall notify the Administrative Agent of such request
by telephone (i) in the case of a Eurodollar Competitive Borrowing , not
later than 11:00 a.m., New York City time, four Business Days before the
proposed date of such Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the proposed date of such Borrowing.   Provided that no two
Competitive Bid Requests submitted on the same day shall be identical, the
Borrower may submit up to (but not more than) three Competitive Bid
Requests on the same day, but a Competitive Bid Request shall not be made
within five Business Days after the date of any previous Competitive Bid
Request unless such previous Competitive Bid Request shall have been
rejected by the Administrative Agent, as provided below. No ABR
Loan shall be requested in, or made pursuant to, a Competitive Bid
Request.  Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request substantially in the form of Exhibit D-1.
A Competitive Bid Request that does not conform substantially to the
format of

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16


Exhibit D-1 may be rejected by the Administrative Agent and the
Administrative Agent shall notify the Borrower of such rejection as
promptly as practicable. Each Competitive Bid Request shall refer to this
Agreement and specify (i) whether the Borrowing being requested is to be a
Eurodollar Borrowing or a Fixed Rate Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) the number and the
location of the account to which funds are to be disbursed (which shall be
an account that complies with the requirements of Section 2.02(c)); (iv)
the aggregate principal amount of such Borrowing, which shall be a minimum
of $10,000,000 and an integral multiple of $1,000,000, and in any event
shall not result in the sum of the Aggregate Revolving Credit Exposure and
the aggregate outstanding principal amount of Competitive Loans, after
giving effect to such Borrowing, exceeding the Total Commitment; and
(v) the Interest Period with respect thereto (which may not end after the
maturity Date). Promptly after its receipt of a Competitive Bid Request
that is not rejected, the Administrative Agent shall invite the Lenders
in the form set forth as Exhibit D-2 to bid to make Competitive Loans
pursuant to the Competitive Bid Request.

(b)  Each Lender may make one or more Competitive Bids to the Borrower
responsive to a Competitive Bid Request.  Each Competitive Bid by a Lender
must be received by the Administrative Agent by telecopy, (i) in the case
of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York
City time, three Business Days before the proposed date of such
Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing.  Competitive Bids that do not conform substantially
to the format of Exhibit D-3 may be rejected by the Administrative Agent,
and the Administrative Agent shall notify the applicable Lender as
promptly as practicable.  Each Competitive Bid shall refer to this
Agreement and specify (x) the principal amount (which shall be a minimum
of $5,000,000 and an integral multiple of $1,000,000 and which may equal
the entire principal amount of the Competitive Borrowing requested by the
Borrower) of the Competitive Loan or Loans that the Lender is willing to
make, (y) the Competitive Bid Rate or Rates at which the Lender is
prepared to make such Loan or Loans and (z) the Interest Period applicable
to such Loan or Loans and the last day thereof.

(c)  The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount of each
Competitive Loan in respect of which a Competitive Bid shall have been
made and the identity of the Lender that shall have made each bid.

(d)  The Borrower may, subject only to the provisions of this paragraph
(d), accept or reject any Competitive Bid.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has
decided to accept or reject each Competitive Bid, (x) in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City
time, three Business Days before the date of the proposed Competitive
Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than
10:30 a.m., New York City time, on the proposed date of the
Competitive Borrowing; provided, however, that (i) the failure of the
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made
at a particular Competitive Bid Rate if the Borrower has decided
to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii)
the aggregate amount of the Competitive Bids accepted by the Borrower
shall not exceed the principal amount specified in the Competitive Bid
Request, (iv) if the Borrower shall accept a Competitive Bid or Bids made
at

<PAGE>
17


a particular Competitive Bid Rate but the amount of such Competitive
Bid or Bids would cause the total amount to be accepted by the Borrower to
exceed the amount specified in the Competitive Bid Request, then the
Borrower shall accept a portion of such Competitive Bid or Bids in an
amount equal to the amount specified in the Competitive Bid Request less
the amount of all other Competitive Bids so accepted, which acceptance, in
the case of multiple Competitive Bids at such Competitive Bid Rate, shall
be made pro rata in accordance with the amount of each such Bid, and (v)
except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further, however, that if a Competitive Loan must be in an amount
less than $5,000,000 because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000 or any integral
multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded
to integral multiples of $1,000,000 in a manner determined by the
Borrower.  A notice given by the Borrower pursuant to this paragraph (d)
shall be irrevocable.

(e)  The Administrative Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so,
in what amount and at what Competitive Bid Rate), and each successful
bidder will thereupon become bound, upon the terms and subject to the
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

(f) If the Administrative Agent shall elect to submit a Competitive Bid
in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by
which the other Lenders are required to submit their Competitive Bids to
the Administrative Agent pursuant to paragraph (b) above.

(g) Within the limits set forth in this Section 2.03 and subject to the
terms, conditions and limitations set forth herein, the Borrower may
borrow, pay and reborrow Competitive Loans.

SECTION 2.04.  Borrowing Procedure. In order to request a Borrowing (other
than a Competitive Borrowing, as to which this Section 2.04 shall not
apply), the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before a proposed
Borrowing, and (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the day of a proposed Borrowing.  Each
Borrowing Request shall be irrevocable, shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request substantially in the form of Exhibit C or such other
form as shall be acceptable to the Administrative Agent and shall specify
the following information: (i) whether the Borrowing then being requested
is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) the number and location
of the account to which funds are to be disbursed (which shall be an
account that complies with the requirements of Section 2.02(c)); (iv) the
amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto; provided, however,
that, notwithstanding any contrary specification in any Borrowing Request,
each requested Borrowing shall comply with the requirements set forth in
Section 2.02.  If no election as to the Type of Borrowing is specified in
any such notice, then the requested Borrowing shall be an ABR Borrowing.
If no Interest Period with respect to any Eurodollar Borrowing is
specified in any

<PAGE>
18


such notice, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration.  The Administrative Agent shall
promptly advise the Lenders of any notice given pursuant to this Section
2.04 (and the contents thereof), and of each Lender's portion of the
requested Borrowing.

SECTION 2.05.  Evidence of Debt; Repayment of Loans.  The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the then unpaid principal amount of each
Competitive Loan of such Lender on the last day of the Interest Period
applicable to such Loan and (ii) the then unpaid principal amount of each
Revolving Loan of such Lender on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender from time to time,
including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the
obligations of the Borrower to repay the Loans in accordance with their
terms.

(e) Any Lender may request that Loans made by it hereunder be evidenced
by a promissory note.  In such event, the Borrower shall execute and
deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably acceptable to
the Administrative Agent and the Borrower. Notwithstanding any other
provision of this Agreement, in the event any Lender shall request and
receive such a promissory note, the interests represented by such note
shall at all times (including after any assignment of all or part of such
interests pursuant to Section 9.04) be represented by one or more
promissory notes payable to the payee named therein or its registered
assigns.

SECTION 2.06.  Fees.   The Borrower agrees to pay to each Lender, through
the Administrative Agent, on the last Business Day of March, June,
September and December in each year, and on the date on which the
Commitment of such Lender shall expire or be terminated as provided
herein, a facility fee (a "Facility Fee") equal to the Applicable
Percentage per annum in effect from time to time on the daily amount of
the Commitment of such Lender (whether used or unused) during the
preceding quarter (or shorter period commencing with the date hereof or
ending with the Maturity Date or the date on which the Commitment of such
Lender shall expire or be terminated); provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment
terminates, then the Facility Fee shall continue to accrue (and be payable
on demand) on the daily amount of such Lender's Revolving Credit Exposure
from and including the date on which its Commitment terminates to and
including the date on which such Lender ceases

<PAGE>
19


to have any Revolving Credit Exposure.  All Facility Fees shall be
computed on the basis of the actual number of days elapsed (including the
first day but excluding the last day) in a year of 360 days.  The Facility
Fee due to each Lender shall commence to accrue on the date of this
Agreement and shall cease to accrue on the later of the date on which the
Commitment of such Lender shall expire or be terminated as provided herein
and such Lender shall have no Revolving Credit Exposure.

(b)  The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees separately agreed to in writing from time
to time by the Borrower and the Administrative Agent (the "Administrative
Agent Fees").

(c) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders.  Once paid, none of the Fees shall be refundable under
any circumstances.

SECTION 2.07.  Interest on Loans.  Subject to the provisions of Section
2.08, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed (including the
first day but excluding the last day) over a year of 365 or 366 days, as
the case may be, when the Alternate Base Rate is determined by reference
to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the Alternate Base Rate plus the Applicable
Percentage in effect from time to time.

(b) Subject to the provisions of Section 2.08, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed (including the first day but excluding the
last day) over a year of 360 days) at a rate per annum equal to (i) in the
case of each Revolving Loan, the LIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Percentage in effect from
time to time, and (ii) in the case of each Competitive Loan, the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Margin
offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

(c) Subject to the provisions of Section 2.08, each Fixed Rate Loan shall
bear interest (computed on the basis of the actual number of days elapsed
(including the first day but excluding the last day) over a year of 360
days) at a rate per annum equal to the fixed rate of interest offered
by the Lender making such Loan and accepted by the Borrower pursuant to
Section 2.03.

(d) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement;
provided that (i) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Loan), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (ii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of
such conversion.  The applicable Alternate Base Rate or LIBO Rate for each
Interest Period or day within an Interest Period, as the case may be,
shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.

SECTION 2.08.  Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration

<PAGE>
20


or otherwise, the Borrower shall on demand from time to time pay interest,
to the extent permitted by law, on such defaulted amount to but excluding
the date of actual payment after as well as before judgment) (a) in the
case of overdue principal, at the rate otherwise applicable to such Loan
pursuant to Section 2.07 plus 2.00% per annum and (b) in all other cases,
at a rate per annum (computed on the basis of the actual number of days
elapsed (including the first day but excluding the last day) over a year
of 365 or 366 days, as the case may be, when determined by reference to
the Prime Rate and over a year of 360 days at all other times) equal to
the rate that would be applicable to an ABR Revolving Loan plus 2.00%.

SECTION 2.09.  Alternate Rate of Interest.   In the event, and on each
occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Administrative Agent
shall have determined that dollar deposits in the principal amounts of the
Loans comprising such Borrowing are not generally available in the London
interbank market, or that reasonable means do not exist for ascertaining
the LIBO Rate, or the Administrative Agent shall have been informed by the
Required Lenders (or, in the case of a Eurodollar Competitive Loan, any
Lender required to make such Loan) that the rates at which such dollar
deposits are being offered will not adequately and fairly reflect the cost
to the Required Lenders (or such Lender) of making or maintaining their or
its Eurodollar Loan during such Interest Period, the Administrative Agent
shall, as soon as practicable thereafter, give written or telecopy notice
thereof to the Borrower and the Lenders.  In the event of any such
notice, until the Administrative Agent shall have advised the Borrower and
the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any request by the Borrower for a Eurodollar Revolving Credit
Borrowing pursuant to Section 2.04 shall be deemed to be a request
for an ABR Borrowing and (ii) any request by the Borrower for a Eurodollar
Competitive Borrowing pursuant to Section 2.03 shall be of no force and
effect and shall be denied by the Administrative Agent; provided that if
the circumstances giving rise to such notice do not affect all the
Lenders, then the Borrower may make requests for Eurodollar Competitive
Borrowings to Lenders that are not affected thereby.  Each determination
by the Administrative Agent under this Section 2.09 shall be conclusive
absent manifest error.

SECTION 2.10.  Termination and Reduction of Commitments.  The Commitments
shall automatically terminate on the Maturity Date.

(b) Upon at least three Business Days' prior irrevocable written or
telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Administrative Agent, the Borrower may at any time
in whole permanently terminate, or from time to time in part permanently
reduce, the Commitments; provided, however, that (i) each partial
reduction of the Commitments shall be in an integral multiple of
$1,000,000 and in a minimum amount of $10,000,000 and (ii) the Total
Commitment shall not be reduced to an amount that is less than the
sum of the Aggregate Revolving Credit Exposure and the aggregate
outstanding principal amount of the Competitive Loans at the time.

(c) Each reduction in the Commitments hereunder shall be made ratably
among the Lenders in accordance with their respective Commitments.  The
Borrower shall pay to the Administrative Agent for the account of the
applicable Lenders, on the date of each termination or reduction, the
Facility Fees on the amount of the Commitments so terminated or reduced
accrued to but excluding the date of such termination or reduction.

<PAGE>
21


SECTION 2.11.  Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable written or
telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Administrative Agent (a) not later than
11:00 a.m., New York City time, on the day of conversion, to convert any
Eurodollar Borrowing into an ABR Borrowing, (b) not later than 11:00 a.m.,
New York City time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing into a Eurodollar Revolving
Credit Borrowing or to continue any Eurodollar Revolving Credit Borrowing
as a Eurodollar Revolving Credit Borrowing for an additional Interest
Period, and (c) not later than 11:00 a.m., New York City time, three
Business Days prior to conversion, to convert the Interest Period with
respect to any Eurodollar Revolving Credit Borrowing to another
 permissible Interest Period, subject in each case to the following:

(i) each conversion or continuation shall be made pro rata among the
Lenders in accordance with the respective principal amounts of the Loans
comprising the converted or continued Borrowing;

(ii) if less than all the outstanding principal amount of any Borrowing
shall be converted or continued, then each resulting Borrowing shall
satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
regarding the principal amount and maximum number of Borrowings of the
relevant Type;

(iii) each conversion shall be effected by each Lender and the
Administrative Agent by recording for the account of such Lender the new
Loan of such Lender resulting from such conversion and reducing the Loan
(or portion thereof) of such Lender being converted by an equivalent
principal amount; accrued interest on any Eurodollar Loan (or portion
thereof) being converted shall be paid by the Borrower at the time of
conversion;

(iv) if any Eurodollar Borrowing is converted at a time other than the end
of the Interest Period applicable thereto, the Borrower shall pay, upon
demand, any amounts due to the Lenders pursuant to Section 2.15;

(v) any portion of a Borrowing maturing or required to be repaid in less
than one month may not be converted into or continued as a Eurodollar
Borrowing;

(vi) any portion of a Eurodollar Borrowing that cannot be converted into
or continued as a Eurodollar Borrowing by reason of the immediately
preceding clause shall be automatically converted at the end of the
Interest Period in effect for such Borrowing into an ABR Borrowing; and

(vii) upon notice to the Borrower from the Administrative Agent given at
the request of the Required Lenders, after the occurrence and during the
continuance of a Default or Event of Default, no outstanding Revolving
Loan may be converted into, or continued as, a Eurodollar Loan and, unless
repaid, each Eurodollar Revolving Borrowing shall be converted into an ABR
Borrowing at the end of the Interest Period applicable thereto.

Each notice pursuant to this Section 2.11 shall refer to this Agreement
and specify (i) the identity and amount of the Borrowing that the Borrower
requests be converted or continued,

<PAGE>
22


(ii) whether such Borrowing is to be converted to or continued as a
Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day)
and (iv) if such Borrowing is to be converted to or continued as a
Eurodollar Borrowing, the Interest Period with respect thereto.  If no
Interest Period is specified in any such notice with respect to any
conversion to or continuation as a Eurodollar Borrowing, the Borrower
shall be deemed to have selected an Interest Period of one month's
duration.  The Administrative Agent shall advise the Lenders of any notice
given pursuant to this Section 2.11 and of each Lender's portion of any
converted or continued Borrowing.  If the Borrower shall not have given
notice in accordance with this Section 2.11 to continue any Borrowing into
a subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.11 to convert such Borrowing), such
Borrowing shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be continued
into an ABR Borrowing.  The Borrower shall not have the right to continue
or convert the Interest Period with respect to any Competitive Borrowing
pursuant to this Section 2.11.

SECTION 2.12.  Optional Prepayment.  The Borrower shall have the right at
any time and from time to time to prepay any Borrowing (other than a
Competitive Borrowing), in whole or in part, upon at least three Business
Days' prior written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) in the case of Eurodollar Loans,
or written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) on the day of prepayment in the case of ABR
Loans, to the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in an amount that
is an integral multiple of $1,000,000 and not less than $10,000,000.  The
Borrower shall not have the right to prepay any Competitive Borrowing.

(b) In the event of any termination of all the Commitments, the Borrower
shall repay or prepay all its outstanding Revolving Credit Borrowings on
the date of such termination. If as a result of any partial reduction of
the Commitments the sum of the Aggregate Revolving Credit Exposure and the
aggregate outstanding principal amount of the Competitive Loans at the
time would exceed the Total Commitment after giving effect thereto, then
the Borrower shall, on the date of such reduction, repay or prepay
Revolving Credit Borrowings in an amount sufficient to eliminate such
excess.

(c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the Borrower to prepay such
Borrowing by the amount stated therein on the date stated therein.  All
prepayments under this Section 2.12 shall be subject to Section 2.15 but
otherwise without premium or penalty.  All prepayments under this Section
2.12 (other than prepayment of an ABR Loan that does not occur in
connection with, or as a result of, the reduction or termination of the
Commitments) shall be accompanied by accrued and unpaid interest on the
principal amount to be prepaid to but excluding the date of payment.

SECTION 2.13.  Reserve Requirements; Change in Circumstances.
Notwithstanding any other provision of this Agreement, if any Change in
Law shall impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account
of or credit extended by any Lender or shall impose on such Lender or the
London interbank market any other condition affecting this Agreement or
Eurodollar Loans or Fixed Rate Loans made by such Lender, and the result
of any of the foregoing shall be to increase the cost to

<PAGE>
23


such Lender of making or maintaining any Eurodollar Loan or Fixed Rate
Loan or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise) by an
amount deemed by such Lender to be material, then the Borrower will pay to
such Lender upon demand such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

(b) If any Lender shall have determined that any Change in Law regarding
capital adequacy has or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made to a
level below that which such Lender or such Lender's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's policies and the policies of such Lender's holding company with
respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or
such Lender's holding company for any such reduction suffered.

(c)  A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as applicable, as
specified in paragraph (a) or (b) above shall be delivered to the Borrower and
shall be conclusive absent manifest error.  The Borrower shall pay such Lender
the amount shown as due on any such certificate delivered by it
within 15 days after its receipt of the same.

(d)  Failure or delay on the part of any Lender to demand compensation for
any increased costs or reduction in amounts received or receivable or
reduction in return on capital shall not constitute a waiver of such Lender's
right to demand such compensation; provided that the Borrower shall not be
under any obligation to compensate any Lender under paragraph (a) or (b)
above with respect to increased costs or reductions with respect to any
period prior to the date that is 120 days prior to such request if such
Lender knew or could reasonably have been expected to know of the
circumstances giving rise to such increased costs or reductions and of the
fact that such circumstances could reasonably be expected to result in a
claim for increased compensation by reason of such increased costs or
reductions; provided further that the foregoing limitation shall not apply
to any increased costs or reductions arising out of the retroactive
application of any Change in Law within such 120-day period.  The
protection of this Section shall be available to each Lender regardless of
any possible contention of the invalidity or inapplicability of the Change
in Law that shall have occurred or been imposed.  Notwithstanding any other
provision of this Section, no Lender shall be entitled to demand compensation
hereunder in respect of any Competitive Loan if it shall have been aware
of the event or circumstance giving rise to such demand at the time it
submitted the Competitive Bid pursuant to which such Loan was made.

SECTION 2.14.  Change in Legality.  Notwithstanding any other provision of
this Agreement, if any Change in Law shall make it unlawful for any Lender to
make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written
notice to the Borrower and to the Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will not thereafter (for
the duration of such unlawfulness) be made by such Lender hereunder (or be
continued for additional Interest Periods and ABR Loans will not thereafter
(for such duration) be

<PAGE>
24


converted into Eurodollar Loans), whereupon such Lender shall not submit a
Competitive Bid in response to a request for a Eurodollar Competitive Loan
and any request for a Eurodollar Borrowing (or to convert an ABR Borrowing
to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an
additional Interest Period) shall, as to such Lender only, be deemed a
request for an ABR Loan (or a request to continue an ABR Loan as such for
an additional Interest Period or to convert a Eurodollar Loan into an
ABR Loan, as the case may be), unless such declaration shall be
subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Loans made by
it be converted to ABR Loans, in which event all such Eurodollar Loans shall
be automatically converted to ABR Loans as of the effective date of such
notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above,
all payments and prepayments of principal that would otherwise have been
applied to repay the Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans.

(b)  For purposes of this Section 2.14, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender,
if lawful, on the last day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the
date of receipt by the Borrower.

SECTION 2.15.  Break Funding. The Borrower shall compensate each Lender
for any loss or expense that such Lender may sustain or incur as a consequence
of (a) such Lender receiving or being deemed to receive any amount on account
of the principal of any Fixed Rate Loan or Eurodollar Loan prior to the end
of the Interest Period in effect therefor, (b) the conversion of any
Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with
respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor or (c) the failure of the Borrower to
borrow, convert, continue or prepay any Fixed Rate Loan or Eurodollar Loan
made or to be made by such Lender (including any Eurodollar Loan to be made
pursuant to a conversion or continuation under Section 2.11) after notice of
such borrowing, conversion, continuation or prepayment shall have been given
by the Borrower hereunder (any of the events referred to in this sentence
being called a "Breakage Event").  In the case of any Breakage Event, such
loss shall include an amount equal to the excess, as reasonably determined by
such Lender, of (i) its cost of obtaining funds for the Fixed Rate Loan or
Eurodollar Loan that is the subject of such Breakage Event for the period
from the date of such Breakage Event to the last day of the Interest Period
in effect (or that would have been in effect) for such Loan over (ii) the
amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for
such period.  A certificate of any Lender setting forth any amount or
amounts which such Lender is entitled to receive pursuant to this Section
2.15 shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount due within
15 days of the receipt of any such certificate.


<PAGE>
25


SECTION 2.16.  Pro Rata Treatment.  Except as provided below in this
Section 2.16 with respect to Competitive Borrowings and as required under
Section 2.14, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Facility
Fees, each reduction of the Commitments and each conversion of any Borrowing
to or continuation of any Borrowing as a Borrowing of any Type shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans).
Each payment of principal of and interest on any Competitive Borrowing shall
be allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.  For purposes of determining the
available Commitments of the Lenders at any time, each outstanding Competitive
Borrowing shall be deemed to have utilized the Commitments of the Lenders
(including those Lenders which shall not have made Loans as part of such
Competitive Borrowing) pro rata in accordance with such respective
Commitments.  Each Lender agrees that in computing such Lender's portion of
any Borrowing to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

SECTION 2.17.  Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower, or pursuant to a secured claim under Section 506 of
Title 11 of the United States Code or other security or interest arising
from, or in lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans as a result of which the unpaid principal portion of its Loans
shall be proportionately less than the unpaid principal portion of the
Loans of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in the Loans of
such other Lender, so that the aggregate unpaid principal amount of
the Loans and participations in Loans held by each Lender shall be in the
same proportion to the aggregate unpaid principal amount of all Loans then
outstanding as the principal amount of its Loans prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal
amount of all Loans outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this
Section 2.17 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment
restored without interest.  The Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in a Loan
deemed to have been so purchased may exercise any and all rights of banker's
lien, setoff or counterclaim with respect to any and all moneys owing by the
Borrower to such Lender by reason thereof as fully as if such Lender had
made a Loan directly to the Borrower in the amount of such participation.

SECTION 2.18.  Payments.  The Borrower shall make each payment (including
principal of or interest on any Borrowing or any Fees or other amounts)
hereunder not later than 12:00 (noon), New York City time, on the date
when due in immediately available dollars, without setoff, defense or
counterclaim.  Each such payment shall be made to the Administrative
Agent at its offices at Eleven Madison Avenue, New York, NY 10010 or as
otherwise instructed by the Administrative Agent.

<PAGE>
26


(b)  Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder shall become due, or otherwise would occur, on a day that
is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be included in
the computation of interest or Fees, if applicable.

SECTION 2.19.  Taxes.  Any and all payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or such Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

(b)  In addition, the Borrower shall pay any Other Taxes not paid pursuant
to Section 2.19(a)(iii) to the relevant Governmental Authority in accordance
with applicable law.  As of the Closing Date, each Foreign Lender intends to
make Loans hereunder out of an office located in the United States of America
or out of an office so that such Loans would not be subject to Other Taxes.

(c)  The Borrower shall indemnify the Administrative Agent and each
Lender, within 15 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided, however, that the Borrower shall not be
obligated to make a payment pursuant to this Section 2.19 in respect of
penalties, interest and other liabilities attributable to any Indemnified
Taxes or Other Taxes, if (i) such penalties, interest and other liabilities
are attributable to the failure of the Administrative Agent or such Lender,
as the case may be, to pay amounts paid to the Administrative Agent or such
Lender by the Borrower (for Indemnified Taxes or Other Taxes) to the
appropriate taxing authority in a timely manner after receipt of such payment
from the Borrower or (ii) such penalties, interest and other liabilities are
attributable to the gross negligence or willful misconduct of the
Administrative Agent or such Lender, as the case may be.  After the
Administrative Agent or a Lender learns of the imposition of Indemnified Taxes
or Other Taxes, such person will act in good faith to promptly notify the
Borrower of its obligations hereunder.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

(d)  As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

<PAGE>
27

(e)  Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by
applicable law and reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate.  Each Foreign
Lender, before it signs and delivers this Agreement if listed on the signature
pages hereof and before it becomes a Lender in the case of each other Foreign
Lender, and from time to time thereafter, before the date any such form
expires or becomes obsolete or invalid, shall provide the Borrower and the
Administrative Agent with Internal Revenue Service form W-8BEN or W-8ECI (or
other appropriate or successor form prescribed by the Internal Revenue
Service) in duplicate, certifying that such Foreign Lender is entitled to
benefits under an income tax treaty to which the United States of America is
a party which exempts the Foreign Lender from U.S. withholding tax on payments
of interest for the account of such Foreign Lender or certifying that the
income receivable pursuant to this Agreement is effectively connected with
the conduct by such Foreign Lender of a trade or business in the United States
of America and exempt from United States withholding tax.

(f)  If the Administrative Agent or a Lender determines that it has
received a refund or credit in respect of and specifically associated with any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Borrower, or with respect to which the Borrower has paid additional amounts,
it shall promptly notify the Borrower of such refund or credit and shall
within 15 days from the date of receipt of such refund or benefit of such
credit pay over the amount of such refund or benefit of such credit (including
any interest paid or credited by the relevant taxing authority or Governmental
Authority with respect to such refund or credit) to the Borrower (but only to
the extent of indemnity payments made, or additional amounts paid, by the
Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to
such refund of credit), net of all out-of-pocket expenses of such person.  If
the Administrative Agent or a Lender shall become aware that it is entitled to
receive a refund or credit in respect of Indemnified Taxes or Other Taxes as
to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts, it shall promptly notify the Borrower of
the availability of such refund or credit and shall, within 15 days after
receipt of a request for such by the Borrower (whether as a result of
notification that it has made of such to the Borrower or otherwise), make a
claim to such taxing authority or Governmental Authority for such refund
or credit and contest such Indemnified Taxes, Other Taxes or liabilities
if (i) such Lender or the Administrative Agent determines, in its sole
discretion, that it would not be materially disadvantaged or prejudiced as a
result of such contest (it being understood that the mere existence of
fees, charges, costs or expenses that the Borrower has offered to and agreed
to pay on behalf of a Lender or the Administrative Agent shall not be deemed
to be materially disadvantageous to such person) and (ii) the Borrower
furnishes, upon request of the Lender or the Administrative Agent, an opinion
of reputable tax counsel (such opinion and such counsel to be acceptable
to such Lender or the Administrative Agent) to the effect that such
Indemnified Taxes or Other Taxes were wrongfully or illegally imposed.

SECTION 2.20.  Assignment of Commitments Under Certain Circumstances; Duty
to Mitigate.  In the event (i) any Lender delivers a certificate requesting
compensation pursuant to Section 2.13, (ii) any Lender delivers a notice
described in Section 2.14 or (iii) the Borrower is required to pay any
additional amount to any Lender  or any Governmental Authority on account

<PAGE>
28

of any Lender pursuant to Section 2.19, the Borrower may, at its sole
expense and effort (including with respect to the processing and recordation
fee referred to in Section 9.04(b)), upon notice to such Lender and the
Administrative Agent, require such Lender to transfer and assign,
without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all of its interests, rights and obligations under
this Agreement to an assignee that shall assume such assigned obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (x) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority having
jurisdiction, (y) the Borrower shall have received the prior written consent
of the Administrative Agent, which consent shall not unreasonably be withheld,
and (z) the Borrower or such assignee shall have paid to the affected Lender
in immediately available funds an amount equal to the sum of the principal of
and interest accrued to the date of such payment on the outstanding Loans of
such Lender, respectively, plus all Fees and other amounts accrued for the
account of such Lender hereunder (including any amounts under Section 2.13 and
Section 2.15); provided further that, if prior to any such transfer and
assignment the circumstances or event that resulted in such Lender's claim for
compensation under Section 2.13 or notice under Section 2.14 or the amounts
paid pursuant to Section 2.19, as the case may be, cease to cause such Lender
to suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.14, or cease to result in amounts being payable under Section 2.19,
as the case may be (including as a result of any action taken by such Lender
pursuant to paragraph (b) below), or if such Lender shall waive its right to
claim further compensation under Section 2.13 in respect of such circumstances
or event or shall withdraw its notice under Section 2.14 or shall waive its
right to further payments under Section 2.19 in respect of such circumstances
or event, as the case may be, then such Lender shall not thereafter be
required to make any such transfer and assignment hereunder.

(b) If (i) any Lender shall request compensation under Section 2.13, (ii) any
Lender delivers a notice described in Section 2.14 or (iii) the Borrower is
required to pay any additional amount or indemnity payment to any Lender  or
any Governmental Authority on account of any Lender, pursuant to Section 2.19,
then such Lender shall use reasonable efforts (which shall not require such
Lender to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or legal or
regulatory restrictions or suffer any disadvantage or burden deemed by it to
be significant) (x) to file any certificate or document reasonably requested
in writing by the Borrower or (y) to assign its rights and delegate and
transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.13 or enable it to withdraw its notice pursuant
to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as
the case may be, in the future.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such filing or assignment, delegation and transfer.

<PAGE>
29

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and each of
the Lenders that:

SECTION 3.01. Organization; Powers.  The Borrower and each of the Subsidiaries
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted and (c) is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required, except where the
failure so to qualify could not reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.02.  Authorization. The execution, delivery and performance by  the
Borrower of this Agreement and the transactions contemplated hereby (including
the Borrowings hereunder) (collectively, the "Transactions") (a) are within
the Borrower's corporate powers and have been duly authorized by all requisite
corporate and, if required, stockholder action and (b) will not (i) violate
(A) any provision of law, statute, rule or regulation, or of the certificate
or articles of incorporation or other constitutive documents or by-laws of the
Borrower or any Subsidiary, (B) any order of any Governmental Authority or (C)
any provision of any indenture, agreement or other instrument to which the
Borrower or any Subsidiary is a party or by which any of them or any of their
property is or may be bound, the effect of which could reasonably be
expected to result in a Material Adverse Effect, (ii) result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, or
give rise to any right to accelerate or to require the prepayment, repurchase
or redemption of any obligation under any such indenture, agreement or other
instrument, the effect of which could reasonably be expected to result in a
Material Adverse Effect, or (iii) result in the creation or imposition of any
Lien upon or with respect to any property or assets now owned or hereafter
acquired by the Borrower or any Subsidiary.

SECTION 3.03.  Enforceability.  This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower enforceable against  the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditors' rights
generally and to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

SECTION 3.04.  Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority
is or will be required in connection with the Transactions, except for such as
have been made or obtained and are in full force and effect.

SECTION 3.05.  Financial Statements.   The Borrower has heretofore furnished
to the Lenders its consolidated balance sheets and related statements of
income, stockholders' equity and cash flows (i) as of and for the fiscal year
ended December 31, 2001, audited by and accompanied by the opinion of
PricewaterhouseCoopers LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion of the fiscal year
ended September 30,

<PAGE>
30

2002, certified by its chief financial officer.  Such financial statements
present fairly, in all material respects, the financial condition and results
of operations and cash flows of the Borrower and its consolidated Subsidiaries
as of such dates and for such periods in accordance with GAAP, subject to
normal year-end audit adjustments and the absence of footnotes in the case of
the statements referred to in clause (ii) above.

SECTION 3.06.  No Material Adverse Change. Since December 31, 2001, there has
been no material adverse change in the financial condition, results of
operations or business of the Borrower and the Subsidiaries, taken as a whole.

SECTION 3.07.  Subsidiaries. Schedule 3.07 sets forth as of the Closing Date a
list of all Subsidiaries and the percentage ownership interest of the Borrower
therein.

SECTION 3.08.  Litigation; Compliance with Laws.  There are not any
actions, suits or proceedings at law or in equity or by or before any
Governmental Authority now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any Subsidiary or
any business, property or rights of any such person (i) that involve this
Agreement or the Transactions or (ii) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect.

(b) None of the Borrower or any of the Subsidiaries is in violation of any
law, rule or regulation, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such
violation or default could reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.09.  Federal Reserve Regulations.  The Borrower is not engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.

(b)  No part of the proceeds of any Loan will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any
purpose that entails a violation of, or that is inconsistent with, the
provisions of the Regulations of the Board, including Regulation T, U or
X.

SECTION 3.10.  Investment Company Act; Public Utility Holding Company Act.
None of  the Borrower or any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

SECTION 3.11.  Use of Proceeds.  The Borrower will use the proceeds of the
Loans only for the purposes specified in the preamble to this Agreement.

SECTION 3.12.  Tax Returns. Each of the Borrower and the Subsidiaries has
filed or caused to be filed all Federal, state, local and foreign tax returns
or materials required to have been filed by it and has paid or caused to be
paid all Taxes due and payable by it and all assessments received by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable,
shall have set aside on

<PAGE>
31

its books adequate reserves or (b) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.13.  No Material Misstatements. None of (a) the Confidential
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein taken as a whole, in
the light of the circumstances under which they were made, not misleading;
provided that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection,
the Borrower represents only that it acted in good faith and utilized
reasonable assumptions and due care in the preparation of such information,
report, financial statement, exhibit or schedule.

SECTION 3.14.  Employee Benefit Plans. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in a Material Adverse
Effect.  The accumulated benefit obligations (as defined in Statement of
Financial Accounting Standards No. 87) under all Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the last annual valuation dates applicable thereto,
exceed by more than $60,000,000 the fair market value of the assets of all
such Plans.

SECTION 3.15.  Environmental Matters. Except with respect to any matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of the Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
environmental Law, (ii) is subject to any Environmental Liability, (iii) has
received written notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability of the
Borrower or the Subsidiaries.

SECTION 3.16.  Senior Indebtedness.  The Loans and other obligations hereunder
constitute  "Senior Indebtedness" under and as defined in the Subordinated Note
Documents.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions:

SECTION 4.01.  All Borrowings. On the date of each Borrowing:

(a) The Administrative Agent shall have received a notice of such Borrowing
as required by Section 2.03 or 2.04, as applicable.

<PAGE>
32

(b) The representations and warranties set forth in Article III hereof shall
be true and correct in all material respects on and as of the date of such
Borrowing with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an
earlier date.

(c) At the time of and immediately after such Borrowing, no Event of Default
or Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

SECTION 4.02.  Closing Date. On the Closing Date:

(a) The Administrative Agent (or its counsel) shall have received from each
party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received, on behalf of itself and the
Lenders a favorable written opinion of each of (i) Bradford T. Smith, Chief
Legal Counsel of the Borrower, substantially to the effect set forth in
Exhibit E-1, and (ii) Hogan & Hartson L.L.P., special counsel for the
Borrower, substantially to the effect set forth in Exhibit E-2, (A) dated the
Closing Date, (B) addressed to the Administrative Agent and the Lenders,
and (C) covering such other matters relating to this Agreement and the
Transactions as the Administrative Agent shall reasonably request, and
the Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received (i) a copy of the certificate
of incorporation, including all amendments thereto, of the Borrower, certified
as of a recent date by the Secretary of State of the State of Delaware, and a
certificate as to the good standing of the Borrower as of a recent date, from
such Secretary of State; (ii) a certificate of the Secretary or Assistant
Secretary of the Borrower dated the Closing Date and certifying (A) that
attached thereto is a true and complete copy of the by-laws of the
Borrower as in effect on the Closing Date and at all times since a date prior
to the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by
the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Agreement and the borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate of incorporation of the Borrower has not
been amended since the date of the last amendment thereto shown on the
certificate of good standing furnished pursuant to clause (i) above, and (D)
as to the incumbency and specimen signature of each officer executing this
Agreement or any other document delivered in connection herewith on behalf of
the Borrower; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (ii) above;

<PAGE>
33

and (iv) such other documents relating to the Borrower, this Agreement or the
Transactions as the Lenders or the Administrative Agent may reasonably request.

(d) The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c)
of Section 4.01.

(e) The Administrative Agent shall have received all Fees and other amounts due
and payable on or prior to the Closing Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to
be reimbursed or paid by the Borrower hereunder.

(f) All principal, interest, fees and other amounts outstanding or due under
the Existing Credit Agreement shall have been paid in full, and the commitments
thereunder terminated, and the Administrative Agent shall have received
satisfactory evidence thereof.

(g) The  credit facility provided for by this Agreement shall be rated not
lower than BBB by S&P, and the Administrative Agent shall have received
satisfactory evidence thereof.

ARTICLE V

Affirmative Covenants

The Borrower covenants and agrees with each Lender that until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable hereunder shall have been paid in
full, unless the Required Lenders shall otherwise consent in writing, the
Borrower will, and will cause each of the Subsidiaries to:

SECTION 5.01.  Existence; Businesses and Properties.  Do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its
legal existence, except as otherwise expressly permitted under Section 6.04.

(b)  Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect its rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names,
and comply in all material respects with all applicable laws, rules,
regulations and decrees and orders of any Governmental Authority, in each case
except where the failure to do so could not reasonably be expected to result in
a Material Adverse Effect.

SECTION 5.02.  Insurance.  Maintain with responsible and reputable insurance
companies insurance, to such extent and against such risks as is customary
with companies in the same or similar businesses operating in the same or
 similar locations.

<PAGE>
34

SECTION 5.03.  Obligations and Taxes. Pay its Indebtedness and other
obligations, including Taxes, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof shall be contested in
good faith by appropriate proceedings and the Borrower shall have set aside on
its books adequate reserves with respect thereto in accordance with GAAP or
(b) to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.

SECTION 5.04.  Financial Statements, Reports, etc. In the case of the Borrower,
furnish to the Administrative Agent and each Lender:

(a) within 105 days after the end of each fiscal year, its consolidated balance
sheet and related statements of income, stockholders' equity and cash flows as
of the close of and for such fiscal year, together with comparative figures for
the immediately preceding fiscal year, all audited by PricewaterhouseCoopers
LLP or other independent public accountants of recognized national standing and
accompanied by an opinion of such accountants (which shall not be qualified in
any material respect) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

(b) within 50 days after the end of each of the first three fiscal quarters of
each fiscal year, its consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the close of and for such
fiscal quarter and the then elapsed portion of the fiscal year, and comparative
figures for the same periods in the immediately preceding fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

(c) concurrently with any delivery of financial statements under paragraph (a)
or (b) above, a certificate of a Financial Officer (A) certifying that no Event
of Default or Default has occurred or, if such an Event of Default or Default
has occurred, specifying the nature and extent thereof and any corrective
action taken or proposed to be taken with respect thereto, (B) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
 demonstrating compliance with the covenants contained in Sections 6.07
and 6.08 and (C) stating whether any change in GAAP or in the application
thereof has occurred since the date of the audited financial statements
referred to in Section 3.05 and, if any such change has occurred, specifying
the effect of such change on the financial statements accompanying such
certificate;

(d) promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials filed by the Borrower
or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed to its
shareholders, as the case may be;

<PAGE>
35

(e) promptly after the receipt thereof by the Borrower or any of its
Subsidiaries, a copy of any "management letter" received by any such person
from its certified public accountants and the management's response thereto;
and
(f) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably request.

SECTION 5.05.  Litigation and Other Notices. In the case of the Borrower,
furnish to the Administrative Agent and each Lender prompt written notice of
the following:

(a) any Event of Default or Default, specifying the nature and
extent thereof and the corrective action (if any) taken or proposed to be
taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of any
person to file or commence, any action, suit or proceeding, whether at law or
in equity or by or before any Governmental Authority, against the Borrower or
any Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect;

(c) any change in the rating by S&P of the Index Debt; and

(d) the occurrence of any ERISA Event that, alone or together with any other
ERISA Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect.

SECTION 5.06.  Maintaining Records; Access to Properties and Inspections.  Keep
books of record and account in conformity with GAAP and all requirements of law
in relation to its business and activities.  The Borrower will, and will cause
each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect the financial records and the properties of the Borrower or any
Subsidiary at reasonable times and as often as reasonably requested and to make
extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances and condition of the Borrower or any Subsidiary with the
officers thereof and independent accountants therefor.

SECTION 5.07.  Use of Proceeds. Use the proceeds of the Loans only for the
purposes set forth in the preamble to this Agreement.

ARTICLE VI

Negative Covenants

The Borrower covenants and agrees with each Lender that, until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or

<PAGE>
36

amounts payable hereunder have been paid in full, unless the Required Lenders
shall otherwise consent in writing, the Borrower will not, and will not cause
or permit any of the Subsidiaries to:

SECTION 6.01.  Subsidiary Indebtedness. With respect to the Subsidiaries,
incur, create, issue, assume or permit to exist any Indebtedness or preferred
stock, except:

(a) Indebtedness or preferred stock existing on the date hereof and having an
aggregate principal amount (or, in the case of preferred stock, an aggregate
liquidation preference) of less than $25,000,000 in the aggregate and, in the
case of any such Indebtedness, any extensions, renewals or replacements thereof
to the extent the principal amount of such Indebtedness is not increased, and
such Indebtedness, if subordinated to the Loans, remains so subordinated on
terms no less favorable to the Lenders, and the original obligors in respect of
such Indebtedness remain the only obligors thereon;

(b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year
Credit Agreement;

(c) intercompany Indebtedness or preferred stock to the extent owing to or held
by the Borrower or another Subsidiary;

(d) Indebtedness of any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, and extensions,
renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount
of Indebtedness permitted by this Section 6.01(d), when combined with the
aggregate principal amount of all Capital Lease Obligations incurred pursuant
to Section 6.01(e) and all Indebtedness incurred pursuant to Section  6.01(f),
shall not exceed $100,000,000 at any time outstanding;

(e) Capital Lease Obligations in an aggregate principal amount, when combined
with the aggregate principal amount of all Indebtedness incurred pursuant to
Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time
outstanding;

(f) Indebtedness of any person that becomes a Subsidiary after the date hereof;
provided that (i) such Indebtedness exists at the time such person becomes a
Subsidiary and is not created in contemplation of or in connection with such
person becoming a Subsidiary, (ii) immediately before and after such person
becomes a Subsidiary, no Event of Default or Default shall have occurred and
be continuing and (iii) the aggregate principal amount of Indebtedness
permitted by this clause (f), when combined with the aggregate principal
amount of all Indebtedness incurred pursuant to Section 6.01(d) and all
Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not
exceed $100,000,000 at any time outstanding;

(g) Indebtedness under performance bonds or with respect to workers'
compensation claims, in each case incurred in the ordinary course of business;
and

<PAGE>
37


(h) additional Indebtedness or preferred stock of the Subsidiaries to the
extent not otherwise permitted by the foregoing clauses of this Section 6.01
in an aggregate principal amount (or, in the case of preferred stock, with an
aggregate liquidation preference), when combined (without duplication) with
the amount of obligations of the Borrower and its Subsidiaries secured by
Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time
outstanding.

SECTION 6.02.  Liens. Create, incur, assume or permit to exist any Lien on any
property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of the Borrower and its Subsidiaries existing
on the date hereof and encumbering property or assets with a fair market value,
and securing obligations having an aggregate principal amount, in each case
less than $25,000,000 in the aggregate; provided that (x) such Liens shall
secure only those obligations which they secure on the date hereof and
extensions, renewals and replacements thereof permitted hereunder and (y) such
Liens shall not apply to any other property or assets of the Borrower or any
of the Subsidiaries;

(b) any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset
of any person that becomes a Subsidiary after the date hereof prior to the time
such person becomes a Subsidiary; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such person
becoming a Subsidiary, as the case may be, (ii) such Lien does not apply to
any other property or assets of the Borrower or any Subsidiary and
(ii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such person becomes a Subsidiary, as the
case may be and extensions, renewals and replacements thereof permitted
hereunder;

(c) Liens for taxes not yet due or which are being contested in compliance with
Section 5.03;

(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other
like Liens arising in the ordinary course of business and securing obligations
that are not overdue by more than 90 days or which are being contested in
compliance with Section 5.03;

(e) pledges and deposits made in the ordinary course of business in compliance
with workmen's compensation, unemployment insurance and other social security
laws or regulations;

(f) deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business;

<PAGE>
38

(g) zoning restrictions, easements, rights-of-way, restrictions on use of real
property and other similar encumbrances incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount and do not
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;

(h) purchase money security interests in real property, improvements thereto or
equipment hereafter acquired (or, in the case of improvements, constructed) by
the Borrower or any Subsidiary; provided that (i) such security interests
secure Indebtedness permitted by Section 6.01, (ii) such security interests are
incurred, and the Indebtedness secured thereby is created, within 180 days
after such acquisition (or construction) and  (iii) such security interests do
not apply to any other property or assets of the Borrower or any Subsidiary;

(i) Liens in respect of judgments that do not constitute an Event of Default;
and

(j) Liens not otherwise permitted by the foregoing clauses of this Section
6.02 securing obligations otherwise permitted by this Agreement in an
aggregate principal and face amount, when combined (without duplication) with
the amount of Indebtedness or preferred stock of Subsidiaries incurred pursuant
to Section 6.01(h), not to exceed $100,000,000 at any time outstanding.

SECTION 6.03.  Sale and Lease-Back Transactions. Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (a) the sale of such
property is permitted by Section 6.04 and (b) any Capital Lease Obligations or
Liens arising in connection therewith are permitted by Sections 6.01 and 6.02,
respectively.

SECTION 6.04.  Mergers, Consolidations and Sales of Assets.  Merge into or
consolidate with any other person, or permit any other person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all the assets
(whether now owned or hereafter acquired) of the Borrower, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default or Default shall have occurred and be
continuing, (a) any person may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (b) any person, other than
the Borrower, may merge into or consolidate with any Subsidiary in a
transaction in which the surviving entity is a Subsidiary and (c) any
Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders.

SECTION 6.05.  Restricted Payments. Declare or make, or agree to declare or
make, directly or indirectly, any Restricted Payment (including pursuant to
any Synthetic Purchase Agreement), or incur any obligation (contingent or
otherwise) to do so; provided, however, that (i) any Subsidiary may declare
and pay dividends or make other distributions ratably to holders of
Equity Interests in it, (ii) the Borrower may declare and pay dividends or
make other distributions of its Equity Interests and (iii) so long as no
Default or Event of Default shall have occurred and

<PAGE>
39

be continuing or would result therefrom, the Borrower and the Subsidiaries may
declare and make, directly or indirectly, additional Restricted Payments to
the extent not otherwise permitted by the foregoing clauses of this Section
6.05 in an aggregate amount not to exceed $300,000,000.

SECTION 6.06.  Business of Borrower and Subsidiaries. Engage to any material
extent in any business or business activity other than businesses of the type
currently conducted by the Borrower and the Subsidiaries and business
activities reasonably related thereto.

SECTION 6.07.  Interest Coverage Ratio.  Permit the Interest Coverage Ratio for
any period of four consecutive fiscal quarters, in each case taken as one
accounting period, to be less than 5.0 to 1.0.

SECTION 6.08.  Maximum Leverage Ratio.  Permit the Leverage Ratio for any
period of four consecutive fiscal quarters, in each case taken as one
accounting period, to be greater than 2.5 to 1.0.

SECTION 6.09.  Hedging Agreements.  Enter into any Hedging Agreement other than
non-speculative Hedging Agreements entered into to hedge or mitigate risks to
which the Borrower or a Subsidiary is exposed in the ordinary course of the
conduct of its business or the management of its liabilities.

ARTICLE VII

Events of Default

In case of the happening of any of the following events ("Events of Default"):

(a) any representation or warranty made or deemed made in or in connection
with this Agreement or the Borrowings hereunder, or any representation,
warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with or
pursuant to this Agreement shall prove to have been false or misleading in
any material respect when so made, deemed made or furnished;

(b)  default shall be made in the payment of any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan or any
Fee or any other amount (other than an amount referred to in (b) above) due
under this Agreement, when and as the same shall become due and payable, and
such default shall continue unremedied for a period of five Business Days;

(d)  default shall be made in the due observance or performance by the Borrower
or any Subsidiary of any covenant, condition or agreement contained in Section
5.01(a) (with respect to the Borrower), 5.05(a) or 5.07 or in Article VI;

<PAGE>
40

(e)  default shall be made in the due observance or performance by the Borrower
or any Subsidiary of any covenant, condition or agreement contained in this
Agreement (other than those specified in (b), (c) or (d) above) and such
default shall continue unremedied for a period of 30 days after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at
the request of any Lender);

(f)  (i) the Borrower or any Material Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving
effect to any applicable grace period), or (ii) any other event or condition
occurs (after giving effect to any applicable grace period) that results in any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (ii)
shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness;

(g) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking (i) relief in
\respect of the Borrower or any Material Subsidiary, or of a substantial part
of the property or assets of the Borrower or a Material Subsidiary, under
Title 11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of the property or assets of the
Borrower or a Material Subsidiary or (iii) the winding-up or liquidation of the
Borrower or any Material Subsidiary; and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered;

(h)  the Borrower or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal,
state or foreign bankruptcy, insolvency, receivership or similar law, (ii)
consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or the filing of any petition described in (g) above,
(iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or
any Material Subsidiary or for a substantial part of the property or assets of
the Borrower or any Material Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they
become due or (vii) take any action for the purpose of effecting any of the
foregoing;

(i)  one or more judgments for the payment of money in an amount in excess of
$50,000,000 individually or $75,000,000 in the aggregate shall be rendered
against the Borrower, any Material Subsidiary or any combination thereof and
the same shall remain undischarged for a period of 30 consecutive days during
which execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to levy upon assets or properties of the
Borrower or any Material Subsidiary to enforce any such judgment; provided,
however, that any such judgment shall not be an Event of Default under this
paragraph (i) if and for so long as (i)

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41

the entire amount of such judgment is covered by a valid and binding policy of
insurance between the defendant and the insurer covering payment thereof and
(ii) such insurer, which shall be rated at least "A" by A.M. Best Company, has
been notified of, and has not disputed the claim made for payment of the amount
of such judgment;.

(j) one or more ERISA Events shall have occurred that results in liability of
the Borrower and its ERISA Affiliates exceeding $50,000,000 individually or
$75,000,000 in the aggregate; or

(k) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to the
Borrower described in paragraph (g) or (h) above), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Borrower accrued hereunder, shall become forthwith due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained hereinto
the contrary notwithstanding; and in any event with respect to the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained herein
to the contrary notwithstanding.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent its
agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of this Agreement, together with such actions and powers
as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of

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42

whether a Default has occurred and is continuing, (b) the Administrative Agent
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by this Agreement that the Administrative Agent is required to
exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower
or any of the Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or willful misconduct.  The Administrative Agent shall not be deemed
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person.  The Administrative Agent
may also rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper person, and shall not incur any
liability for relying thereon.  The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

The Administrative Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by it.
The Administrative Agent and any such sub-agent may perform any and all its
duties and exercise its rights and powers by or through their respective
Related Parties.  The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of each
Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent
as provided below, the Administrative Agent may resign at any time by notifying
the Lenders and the Borrower.  Upon any such resignation, the Required Lenders
shall have the right, with the consent of the Borrower (such consent not to be
unreasonably withheld or delayed), to appoint a successor.  If no successor
shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a

<PAGE>
43

successor Administrative Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank, that is acceptable to the
Borrower (which shall not unreasonably withhold its approval).  Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor
Administrative  shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor.  After the
Administrative Agent's resignation hereunder, the provisions of this Article
and Section 9.05 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while
acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01.  Notices. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as
follows:

(a) if to the Borrower, to it at 231 Maple Avenue, Burlington, NC 27215,
Attention of Wesley R. Elingburg  (Telecopy No. (336) 436-1066);

(b) if to the Administrative Agent, to Credit Suisse First Boston, Eleven
Madison Avenue, New York, NY 10010, Attention of Ronald Davis, Agency Group
(Telecopy No. (212) 325-8304, with a copy to Credit Suisse First Boston, at
Eleven Madison Avenue, New York, NY 10010, Attention of Agency Group Manager
(Telecopy No. (212) 325-8304); and

(c) if to a Lender, to it at its address (or telecopy number) set forth on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on
the date of receipt.

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44


SECTION 9.02.  Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders of the Loans, regardless
of any investigation made by the Lenders or on their behalf, and shall continue
in full force and effect as long as the principal of or any accrued interest
on any Loan or any Fee or any other amount payable under this Agreement is
outstanding and unpaid and so long as the Commitments have not been
terminated.  The provisions of Sections 2.13, 2.15, 2.19 and 9.05 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby,
the repayment of any of the Loans, the expiration of the Commitments, the
invalidity or unenforceability of any term or provision of this Agreement, or
any investigation made by or on behalf of the Administrative Agent or any
Lender.

SECTION 9.03.  Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto.

SECTION 9.04.  Successors and Assigns.  Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Borrower, the Administrative Agent or
the Lenders that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.

(b)  Each Lender may assign to one or more assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, (x) the Borrower and the Administrative Agent must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed); provided, however, that the consent of the
Borrower shall not be required to any such assignment during the continuance
of any Event of Default described in paragraph (g) or (h) of Article VII, and
(y) the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 (or, if less, the entire remaining amount of such
Lender's Commitment), (ii) each such assignment shall be of a constant, and
not a varying, percentage of all the assigning Lender's rights and obligations
under this Agreement, (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and applicable tax forms.  Upon acceptance
and recording pursuant to paragraph (e) of this Section 9.04, from and after
the effective date specified in each Assignment and Acceptance, (A) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations
of a Lender under this Agreement and (B) the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall

<PAGE>
45


cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.13, 2.15, 2.19 and 9.05, as well as to any Fees accrued for its
account and not yet paid).  Notwithstanding the foregoing, any Lender assigning
its rights and obligations under this Agreement may retain any Competitive
Loans made by it outstanding at such time, and in such case shall retain its
rights hereunder in respect of any such Loans so retained until such Loans have
been repaid in full in accordance with this Agreement.

(c)  By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to
and agree with each other and the other parties hereto as follows:  (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and
that its Commitment, and the outstanding balances of its Revolving Loans and
Competitive Loans, in each case without giving effect to assignments thereof
which have not become effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
this Agreement, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto, or the financial condition of the Borrower
or any Subsidiary or the performance or observance by the Borrower or any
Subsidiary of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 3.05 or delivered pursuant to Section 5.04
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance; (v) such assignee will independently and without reliance
upon the Administrative Agent, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

(d)  The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall
be conclusive and the Borrower, the Administrative Agent and the Lenders may
treat each person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

(e)  Upon its receipt of a duly completed Assignment and Acceptance executed by
an assigning Lender and an assignee, an Administrative Questionnaire completed
in respect of the

<PAGE>
46

assignee (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above and, if
required, the written consent of the Borrower and the Administrative Agent to
such assignment, the Administrative Agent shall (i) accept such Assignment and
Acceptance and (ii) record the information contained therein in the Register.
No assignment shall be effective unless it has been recorded in the Register
as provided in this paragraph (e).

(f)  Each Lender may without the consent of the Borrower or the Administrative
Agent sell participations to one or more banks or other entities in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided, however, that
(i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) the participating banks or
other entities shall be entitled to the benefit of the cost protection
 provisions contained in Sections 2.13, 2.15 and 2.19 to the same extent as if
they were Lenders (but, with respect to any particular participant, to no
greater extent than the Lender that sold the participation to such
participant) and (iv) the Borrower, the Administrative Agent and the Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement, and such Lender
shall retain the sole right to enforce the obligations of the Borrower
relating to the Loans and to approve any amendment, modification or waiver of
any provision of this Agreement (other than amendments, modifications or
waivers decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loans, extending any scheduled
principal payment date or date fixed for the payment of interest on the Loans
or increasing or extending the Commitments).

(g)  Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential
information on terms no less restrictive than those applicable to the Lenders
pursuant to Section 9.16.

(h)  Any Lender may at any time assign all or any portion of its rights under
this Agreement to secure extensions of credit to such Lender or in support of
obligations owed by such Lender; provided that no such assignment shall release
a Lender from any of its obligations hereunder or substitute any such assignee
for such Lender as a party hereto.

(i)  Notwithstanding anything to the contrary contained herein, any Lender (a
"Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to make any
Loan and (ii) if an SPC elects not to exercise such option or otherwise fails
to provide all or any part of such Loan, the Granting Lender shall be obligated
to make such Loan pursuant to the terms hereof.  The

<PAGE>
47

making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender).  In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any
other person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  In addition, notwithstanding anything to the
contrary contained in this Section 9.04, any SPC may (i) with notice to, but
without the prior written consent of, the Borrower and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion
of its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the Borrower and Administrative Agent) providing
liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC.

(j)  The Borrower shall not assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent and
each Lender, and any attempted assignment without such consent shall be null
and void.

SECTION 9.05.  Expenses; Indemnity.  The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the syndication of the credit facilities provided for herein and the
preparation and administration of this Agreement or in connection with any
amendments, modifications or waivers of the provisions hereof (whether or not
the transactions hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement or
in connection with the Loans made hereunder, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the
Administrative Agent, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
for the Administrative Agent or any Lender.

(b)  The Borrower agrees to indemnify the Administrative Agent, each Lender and
each Related Party of any of the foregoing persons (each such person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee (other than Taxes, Other Taxes or amounts that would be
Other Taxes if imposed by the United States of America or any political
subdivision thereof) arising out of, in any way connected with, or as a result
of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated thereby, the performance by the parties thereto of
their respective obligations thereunder or the consummation of the Transactions
and the other transactions contemplated thereby, (ii) the use of the proceeds
of the Loans, or (iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
 available to the extent that such losses, claims, damages, liabilities or
related

<PAGE>
48


expenses (x) are determined by a court of competent jurisdiction by final and
nonappealable judgment (a "Final Judgment") to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) arise from any legal
proceedings commenced against any Lender by any other Lender (other than legal
proceedings against the Administrative Agent in its capacity as such) or in
which a Final Judgment is rendered in the Borrower's favor against such
Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.  For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share
of the sum of the Aggregate Revolving Credit Exposure and unused Commitments
at the time.

(d)  To the extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section 9.05 shall be payable not later than
15 days after written demand therefor.

SECTION 9.06.  Right of Setoff. If an Event of Default shall have occurred and
be continuing, each Lender is hereby authorized at any time and from time to
time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender to or for
the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement and although such obligations may be
unmatured.  The rights of each Lender under this Section 9.06 are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

SECTION 9.07.  Applicable Law. THIS AGREEMENT  SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

SECTION 9.08.  Waivers; Amendment.  No failure or delay of the Administrative
Agent or any Lender in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any provision
of this Agreement or consent to any departure by the Borrower therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the

<PAGE>
49


specific instance and for the purpose for which given.  No notice or demand on
the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

(b)  Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend the maturity
of or any scheduled principal payment date or date for the payment of any
interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior
written consent of each Lender affected thereby, (ii) increase or extend the
Commitment or decrease or extend the date for payment of any Fees of any
Lender without the prior written consent of such Lender, (iii) amend or modify
the pro rata requirements of Section 2.16, the provisions of Section
9.04(j), the provisions of this Section or the definition of the term
"Required Lenders", without the prior written consent of each Lender or (iv)
modify the protections afforded to an SPC pursuant to the provisions of
Section 9.04(i) without the written consent of such SPC; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder without the prior
written consent of the Administrative Agent.

SECTION 9.09.  Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan or participation
in accordance with applicable law, the rate of interest payable in respect of
such Loan or participation hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of
such Loan or participation but were not payable as a result of the operation
of this Section 9.09 shall be cumulated and the interest and Charges payable
to such Lender in respect of other Loans or participations or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate
to the date of repayment, shall have been received by such Lender.

SECTION 9.10.  Entire Agreement. This Agreement, the Fee Letter dated November
29, 2001, between the Borrower and Credit Suisse First Boston, and the Fee
Letter dated December 3, 2002, between the Borrower and Credit Suisse First
Boston, constitute the entire contract between the parties relative to the
subject matter hereof.  Any other previous agreement among the parties with
respect to the subject matter hereof is superseded by this Agreement.
Nothing in this Agreement, expressed or implied, is intended to confer upon
any person (other than the parties hereto, their respective successors and
assigns permitted hereunder and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent and the Lenders) any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

SECTION 9.11.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS

<PAGE>
50

AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12.  Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).  The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.SECTION

9.13. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a
single contract, and shall become effective as provided in Section 9.03.
Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

SECTION 9.14.  Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

SECTION 9.15.  Jurisdiction; Consent to Service of Process.  The Borrower
hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of any New York State court or Federal court
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrower or its properties in the courts of any
jurisdiction.

(b)  The Borrower hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any New York State or Federal court.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

<PAGE>
51


(c)  Each party to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 9.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

SECTION 9.16.  Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its
Affiliates' officers, directors, employees and agents, including accountants,
legal counsel and other advisors who need to know such Information in
connection with its role as Administrative Agent or Lender (as the case may be)
hereunder (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners) (provided that, to the extent
permitted by applicable law and practicable under the circumstances, such
person will first inform the Borrower of any such request), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process (provided that, to the extent permitted by applicable law, such person
will promptly notify the Borrower of such requirement as far in advance of its
disclosure as is practicable to enable the Borrower to seek a protective order
and, to the extent practicable, such person will cooperate with the Borrower
in seeking any such order), (d) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to the
enforcement of its rights hereunder, (e) subject to an agreement containing
provisions substantially the same as those of this Section 9.16, to (i) any
actual or prospective assignee of or participant in any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty
(or its advisors) to any credit default swap or similar credit derivative
transaction relating to the obligations of the Borrower under this Agreement,
(f) with the consent of the Borrower or (g) to the extent such Information
 becomes publicly available other than as a result of a breach of this Section
9.16. For the purposes of this Section, "Information" shall mean all
information received from the Borrower and related to the Borrower or its
business, other than any such information that was available to the
Administrative Agent or any Lender on a nonconfidential basis prior to its
disclosure by the Borrower.  Each of the Administrative Agent and the Lenders
agrees that, except as expressly provided in this Section 9.16, it will use
Information only in connection with its role as Administrative Agent or Lender
(as the case may be) hereunder.

SECTION 9.17.  Termination of Existing Credit Agreement.  The Borrower and each
of the Lenders that is also a Lender (as defined in the Existing Credit
Agreement) party to the Existing Credit Agreement agree that the Commitments
(as defined in the Existing Credit Agreement) shall be terminated in their
entirety on the Closing Date in accordance with the terms thereof, subject
only to this Section 9.17.  Each of such Lenders waives (a) any requirement of
notice of such termination pursuant to Section 2.10(b) of the Existing Credit
Agreement and (b) any claim to any facility fees under the Existing Credit
Agreement for any day on or after the Closing Date.  The Borrower (i)
represents and warrants that (x) after giving effect to the preceding
sentences of this Section 9.17, the commitments under the Existing Credit
Agreement will be terminated effective not later than the Closing Date
and (y) no loans will be, as of the Closing Date, outstanding under the
Existing Credit Agreement and (ii) covenants that all accrued and unpaid
facility fees and other amounts due and payable under the Existing
Credit Agreement shall have been paid on or prior to the Closing Date.

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52


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.




LABORATORY CORPORATION OF
AMERICA HOLDINGS,

By:
  ----------------------------------
   Name:
   Title:



CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, individually
and as Administrative Agent,

By
  ---------------------------------
   Name:
   Title:

By
  ---------------------------------
   Name:
   Title:


<PAGE>
53


SIGNATURE PAGE TO LABORATORY
CORPORATION OF AMERICA HOLDINGS
364-DAY CREDIT AGREEMENT DATED AS
OF THE DAY AND YEAR FIRST ABOVE
WRITTEN

NAME OF LENDER:
              -----------------------------
              by:
                ---------------------------
                Name:
                Title

1