$2,100,000,000


CREDIT AGREEMENT


dated as of

November 15, 2004


among


The Clorox Company,


The Banks Listed Herein,

Citicorp North America, Inc. and
JPMorgan Chase Bank, N.A.,
as Administrative Agents,

Citicorp North America, Inc.,
as Servicing Agent,

and

Goldman Sachs Credit Partners L.P.,
as Syndication Agent



_______________________

Citigroup Global Markets Inc.
and
J.P. Morgan Securities Inc.
Joint Lead Arrangers and Joint Bookrunners




TABLE OF CONTENTS
	Page

ARTICLE 1
DEFINITIONS
Section 1.01.  Definitions	1
Section 1.02.  Accounting Terms and Determinations	11
Section 1.03.  Types of Borrowing	11
ARTICLE 2
THE CREDITS
Section 2.01.  Commitments to Lend	11
Section 2.02.  Notice of Borrowing	12
Section 2.03.  [Reserved].	12
Section 2.04.  Notice to Banks; Funding of Loans	12
Section 2.05.  Notes	13
Section 2.06.  Maturity of Loans	13
Section 2.07.  Interest Rates	13
Section 2.08.  Method of Electing Interest Rates	15
Section 2.09.  Fees	16
Section 2.10.  Optional Termination or Reduction of Commitments	16
Section 2.11.  Mandatory Termination or Reduction of Commitments	17
Section 2.12.  Optional Prepayments	18
Section 2.13.  General Provisions as to Payments	19
Section 2.14.  Funding Losses	19
Section 2.15.  Computation of Interest and Fees	20
Section 2.16.  Regulation D Compensation	20
ARTICLE 3
CONDITIONS
Section 3.01.  Effectiveness	20
Section 3.02.  Borrowings	21
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
Section 4.01.  Corporate Existence and Power	22
Section 4.02.  Corporate and Governmental Authorization; No
Contravention	22
Section 4.03.  Binding Effect	22
Section 4.04.  Financial Information.	22
Section 4.05.  Litigation	23
Section 4.06.  Compliance with ERISA	23
Section 4.07.  Environmental Matters	23
Section 4.08.  Taxes	24
Section 4.09.  Subsidiaries	24
Section 4.10.  Full Disclosure	24
ARTICLE 5
COVENANTS
Section 5.01. Information	24
Section 5.02.  Maintenance of Property; Insurance	26
Section 5.03.  Conduct of Business and Maintenance of Existence	27
Section 5.04.  Compliance with Laws	27
Section 5.05.  Consolidated Leverage Ratio	27
Section 5.06.  Negative Pledge	27
Section 5.07.  Consolidations, Mergers and Sales of Assets	28
Section 5.08.  Use of Proceeds	29
ARTICLE 6
DEFAULTS
Section 6.01.  Events of Default	29
Section 6.02.  Notice of Default	31
ARTICLE 7
THE AGENTS
Section 7.01.  Appointment and Authorization	31
Section 7.02.  Agents and Affiliates	31
Section 7.03.  Action by Administrative Agents and Servicing Agent	32
Section 7.04.  Consultation with Experts	32
Section 7.05.  Liability of Administrative Agents and Servicing
Agent	32
Section 7.06.  Indemnification	32
Section 7.07.  Credit Decision	33
Section 7.08.  Successor Agents	33
Section 7.09.  Fees	33
Section 7.10.  Syndication Agent	33
ARTICLE 8
CHANGE IN CIRCUMSTANCES
Section 8.01.  Basis for Determining Interest Rate Inadequate or
Unfair	33
Section 8.02.  Illegality	34
Section 8.03.  Increased Cost and Reduced Return	35
Section 8.04.  Taxes	36
Section 8.05.  Base Rate Loans Substituted for Affected Euro-Dollar
Loans	37
Section 8.06.  Substitution of Bank	38
ARTICLE 9
MISCELLANEOUS
Section 9.01.  Notices	38
Section 9.02.  No Waivers	38
Section 9.03.  Expenses, Documentary Taxes; Indemnification	39
Section 9.04.  Sharing of Set-Offs	39
Section 9.05.  Amendments and Waivers	40
Section 9.06.  Successors and Assigns	40
Section 9.07.  Confidentiality	41
Section 9.08.  Collateral	42
Section 9.09.  Governing Law; Submission to Jurisdiction	42
Section 9.10.  Counterparts; Integration	43
Section 9.11.  WAIVER OF JURY TRIAL	43
Section 9.12.  USA Patriot Act	43

Commitment Schedule
Exhibit A  - Note
Exhibit B  - Opinion of General Counsel for the Borrower
Exhibit C  - Opinion of Special Counsel for the
Administrative Agents
Exhibit D  - Assignment and Assumption Agreement




AGREEMENT dated as of November 15, 2004 among THE
CLOROX COMPANY, the BANKS listed on the signature pages
hereof, CITICORP NORTH AMERICA, INC. and JPMORGAN CHASE BANK,
N.A., as Administrative Agents, CITICORP NORTH AMERICA, INC.,
as Servicing Agent and GOLDMAN SACHS CREDIT PARTNERS L.P., as
Syndication Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01.  Definitions.   The following terms, as
used herein, have the following meanings:
"Administrative Agent" means each of Citicorp North
America, Inc. and JPMorgan Chase Bank, N.A. in its capacity
as an administrative agent for the Banks hereunder, and its
successors in such capacity.
"Administrative Questionnaire" means, with respect to
each Bank, an administrative questionnaire in the form
prepared by the Servicing Agent, completed by such Bank and
submitted to the Servicing Agent (with a copy to the
Borrower).
"Agent" means any of the Administrative Agents, the
Servicing Agent and the Syndication Agent, and "Agents" means
any two or more of the foregoing, as the context may require.
"Applicable Lending Office" means, with respect to any
Bank, (i) in the case of its Base Rate Loans, its Domestic
Lending Office, (ii) in the case of its Euro-Dollar Loans,
its Euro-Dollar Lending Office and (iii) in the case of its
Competitive Bid Loans, its Competitive Bid Lending Office.
"Applicable Margin" means at any date (i) with respect
to any Base Rate Loan, 0% per annum and (ii) with respect to
any Euro-Dollar Loan, 0.335% per annum if Utilization at such
date is less than or equal to 50% and 0.485% per annum if
Utilization at such date is greater than 50%; provided that
at any date on which an Event of Default shall have occurred
and be continuing, the Applicable Margin determined as set
forth above shall be increased by 2.00% per annum.
"Assignee" has the meaning set forth in Section
9.06(c).
"Bank" means each bank or other financial institution
listed on the signature pages hereof, each Person which
becomes a Bank pursuant to Section 8.06 or 9.06(c), and their
respective successors.
"Base Rate" means, for any day, a rate per annum equal
to the higher of (i) the Citibank Rate for such day and (ii)
the sum of 1/2 of 1% plus the Federal Funds Rate for such
day.
"Base Rate Loan" means a Loan which bears interest at
the Base Rate pursuant to the applicable Notice of Borrowing
or Notice of Interest Rate Election or the provisions of
Section 2.08(a) or Article 8.


"Benefit Arrangement" means, at any time, an employee
benefit plan within the meaning of Section 3(3) of ERISA
which is not a Plan or a Multiemployer Plan and which is
maintained or otherwise contributed to by any member of the
ERISA Group.
"Board" means the Board of Governors of the Federal
Reserve System of the United States.
"Borrower" means The Clorox Company, a Delaware
corporation, and its successors.
"Borrower's 2004 Form 10-K" means the Borrower's annual
report on Form 10-K for the year ended June 30, 2004, as
filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
"Borrowing" has the meaning set forth in Section 1.03.
"Business Day" means any day other than a Saturday,
Sunday or other day on which banks in the State of New York
are required or permitted to close; provided, however, that
when used in connection with a Euro-Dollar Loan, the term
"Business Day" shall also exclude any day on which banks are
not open for dealings in dollar deposits on the London
interbank market.
"Citibank Rate" means the rate of interest per annum
publicly announced from time to time by Citibank, N.A. as its
base rate in effect at its principal office in New York City;
each change in the Citibank Rate shall be effective on the
date such change is publicly announced.
"Commitment" means (i) with respect to each Bank listed
on the Commitment Schedule, the amount set forth opposite
such Bank's name on the Commitment Schedule and (ii) with
respect to any Assignee which becomes a Bank pursuant to
Section 9.06(c), the amount of the transferor Bank's
Commitment assigned to it pursuant to Section 9.06(c), in
each case as such amount may be changed from time to time
pursuant to Section 2.10 or 9.06(c); provided that, if the
context so requires, the term "Commitment" means the
obligation of a Bank to extend credit up to such amount to
the Borrower hereunder.
"Commitment Schedule" means the Commitment Schedule
attached hereto.
"Consolidated Debt" means, at any date, the Debt of the
Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date.
"Consolidated Net Earnings" means, for any period, the
consolidated total net earnings of the Borrower and its
Consolidated Subsidiaries for such period.
"Consolidated EBITDA" means, for any period,
Consolidated Net Income for such period plus, to the extent
deducted in determining Consolidated Net Income for such
period, the aggregate amount of (i) Consolidated Interest
Expense, (ii) income tax expense and (iii) depreciation,
amortization and other similar non-cash charges.
"Consolidated Interest Expense" means, for any period,
the net interest expense of the Borrower and its Consolidated
Subsidiaries, determined on a consolidated basis for such
period.
"Consolidated Net Income" means, for any period, the
net income of the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis for such period, adjusted
to exclude the effect of any extraordinary gain or loss.
"Consolidated Net Sales" means, for any period, the
consolidated total net sales of the Borrower and its
Consolidated Subsidiaries for such period.
"Consolidated Net Worth" means, at any date, the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries determined as of such date.
"Consolidated Subsidiary" means at any date any
Subsidiary or other entity the accounts of which would be
consolidated with those of the Borrower in its consolidated
financial statements if such statements were prepared as of
such date.
"Consolidated Total Assets" means, at any date, the
consolidated total assets of the Borrower and its
Consolidated Subsidiaries at such date.
"Debt" of any Person means, at any date, without
duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable
arising in the ordinary course of business, (iv) all
obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v)
all non-contingent obligations (and, for purposes of Section
5.06 and the definitions of Material Debt and Material
Financial Obligations, all contingent obligations) of such
Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit or similar instrument,
(vi) all Debt secured by a Lien on any asset of such Person,
whether or not such Debt is otherwise an obligation of such
Person and (vii) all Debt of others Guaranteed by such
Person; provided that Debt of the Borrower shall not include
the Borrower's obligations to make payments of principal and
interest to the lessee under a "safe harbor lease" (as
defined in Section 168(f)(8) of the Internal Revenue Code of
1954, as amended through 1986) to the extent that such
obligations (x) are offset by the lessee's obligations to
make rental payments to the Borrower in the same amounts and
on the same dates and (y) are not payable if the lessee fails
to make such offsetting payments.
"Default" means any condition or event which
constitutes an Event of Default or which with the giving of
notice or lapse of time or both would, unless cured or
waived, become an Event of Default.
"Derivatives Obligations" of any Person means all
obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, forward
purchase, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including
any option with respect to any of the foregoing transactions)
or any combination of the foregoing transactions.
"Domestic Lending Office" means, as to each Bank, its
office located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative
Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Borrower and the Servicing
Agent.
"Effective Date" means the date this Agreement becomes
effective in accordance with Section 3.01.
"Environmental Laws" means any and all federal, state,
local and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions,
grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to
emissions, discharges or releases of pollutants,
contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes into the
environment including, without limitation, ambient air,
surface water, ground water, or land, or otherwise relating
to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants,
contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the
clean-up or other remediation thereof.
"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, or any successor statute.
"ERISA Group" means the Borrower, any Subsidiary and
all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section
414 of the Internal Revenue Code.
"Euro-Dollar Lending Office" means, as to each Bank,
its office, branch or affiliate located at its address set
forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch, or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending
Office by notice to the Borrower and the Servicing Agent.
"Euro-Dollar Loan" means a Loan which bears interest at
a Euro-Dollar Rate pursuant to the applicable Notice of
Borrowing or Notice of Interest Rate Election.
"Euro-Dollar Rate" means a rate of interest determined
pursuant to Section 2.07(b) on the basis of a London
Interbank Offered Rate.
"Euro-Dollar Reserve Percentage" means, for any day,
that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the
maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five
billion dollars in respect of "Eurocurrency liabilities" (or
in respect of any other category of liabilities which
includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-
United States office of any Bank to United States residents).
"Event of Default" has the meaning set forth in Section
6.01.
"Existing Credit Agreement" means the Five Year Credit
Agreement dated as of March 7, 2002 among The Clorox Company,
the Banks (as defined therein), Bank of America N.A.,
Citicorp USA, Inc., Toronto Dominion (Texas) Inc. and
Wachovia Bank, N.A., as Co-Syndication Agents and JPMorgan
Chase Bank, N.A. (formerly JPMorgan Chase Bank), as
Administrative Agent.
"Facility Fee Rate" means a rate of 0.065% per annum.
"Federal Funds Rate" means, for any day, the rate per
annum (rounded upward, if necessary, to the nearest 1/100th
of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New
York on the Business Day next succeeding such day, provided
that (i) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate quoted to
Citibank, N.A. on such day on such transactions as determined
by the Servicing Agent.
"Fitch" means Fitch, Inc.
"Group of Loans" means, at any time, a group of Loans
consisting of (i) all Loans which are Base Rate Loans at such
time and (ii) all Euro-Dollar Loans having the same Interest
Period at such time, provided that, if a Loan of any
particular Bank is converted to or made as a Base Rate Loan
pursuant to Article 8, such Loan shall be included in the
same Group or Groups of Loans from time to time as it would
have been in if it had not been so converted or made.
"Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt of any other Person and,
without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by agreement
to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose
of assuring in any other manner the obligee of such Debt of
the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the
term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business.  The term
"Guarantee" used as a verb has a corresponding meaning.
"Indemnitee" has the meaning set forth in Section
9.03(b).
"Interest Period" means, with respect to each Euro-
Dollar Loan, the period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the
date specified in the applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter,
as the Borrower may elect in such notice; provided that:
(a)	any Interest Period which would otherwise end
on a day which is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls
in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day;
(b)	any Interest Period which begins on the last
Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall, subject to clause
1(c) below, end on the last Business Day of a calendar month;
and
(c)	no Interest Period for any Loan may end after
the Termination Date.
"Internal Revenue Code" means the Internal Revenue Code
of 1986, as amended, or any successor statute.
"Lien" means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset.  For the purposes of this
Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title
retention agreement relating to such asset.
"Loan" means a loan made pursuant to Section 2.01;
provided that, if any such Loan or Loans (or portions
thereof) are combined or subdivided pursuant to a Notice of
Interest Rate Election, the term "Loan" shall refer to the
combined principal amount resulting from such combination or
to each of the separate principal amounts resulting from such
subdivision, as the case may be.
"London Interbank Offered Rate" has the meaning set
forth in Section 2.07(b).
"Margin Regulations" means Regulations G, T, U and X of
the Board, as in effect from time to time.
"Material Debt" means Debt (other than the Notes) of
the Borrower and/or one or more of its Subsidiaries, arising
in one or more related or unrelated transactions, in an
aggregate outstanding principal or face amount exceeding
$30,000,000.
"Material Financial Obligations" means a principal or
face amount of Debt and/or payment obligations in respect of
Derivatives Obligations of the Borrower and/or one or more of
its Subsidiaries, arising in one or more related or unrelated
transactions, exceeding in the aggregate $30,000,000.
"Material Plan" means at any time a Plan or Plans
having aggregate Unfunded Liabilities in excess of
$75,000,000.
"Material Subsidiary" means any Subsidiary with net
sales in excess of 10% of Consolidated Net Sales or net
earnings in excess of 10% of Consolidated Net Earnings for
the most recently completed fiscal year or total assets in
excess of 10% of Consolidated Total Assets at the end of such
fiscal year; provided that if the aggregate amount of net
earnings, net sales or total assets (as of the end of, or
for, the most recently completed fiscal year) of all of the
Subsidiaries that are not Material Subsidiaries as defined
above exceeds either 10% of Consolidated Net Earnings, 10% of
Consolidated Net Sales or 10% of Consolidated Total Assets
(as set forth in the most recent financial statements
provided by the Borrower pursuant to Section 4.04(a) or
Section 5.01(a)), the Required Banks may, by notice to the
Borrower, designate one or more additional Subsidiaries as
Material Subsidiaries until, after giving effect to such
designations, the aggregate amount of net earnings, net sales
or total assets (as of the end of, or for, the most recently
completed fiscal year) of all of the Subsidiaries that are
not Material Subsidiaries no longer exceeds, either, 10% of
Consolidated Net Earnings, 10% of Consolidated Net Sales or
10% of Consolidated Total Assets (as set forth in such
financial statements).  At the date of this Agreement, the
Material Subsidiaries are (i) The Clorox Sales Company, (ii)
The Kingsford Products Company, (iii) The Glad Products
Company and (iv) The HV Food Products Company.
"Multiemployer Plan" means at any time an employee
pension benefit plan within the meaning of Section 4001(a)(3)
of ERISA to which any member of the ERISA Group is then
making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a
member of the ERISA Group during such five year period.
"Net Proceeds" means, with respect to any Reduction
Event, (a) the cash proceeds received by the Borrower and its
Subsidiaries in respect of such event including any cash
received in respect of any non-cash proceeds, but only as and
when received, net of (b) all reasonable fees and out-of-
pocket expenses paid by the Borrower and its Subsidiaries to
third parties in connection with such event.
"Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit A hereto, evidencing the
obligation of the Borrower to repay the Loans, and "Note"
means any one of such promissory notes issued hereunder.
"Notice of Borrowing" has the meaning set forth in
Section 2.02.
"Notice of Interest Rate Election" has the meaning set
forth in Section 2.08.
"Parent" means, with respect to any Bank, any Person
controlling such Bank.
"Participant" has the meaning set forth in Section
9.06(b).
"PBGC" means the Pension Benefit Guaranty Corporation
or any entity succeeding to any or all of its functions under
ERISA.
"Person" means an individual, a corporation, a
partnership, a limited liability company, an association, a
trust or any other entity or organization, including a
government or political subdivision or an agency or
instrumentality thereof.
"Plan" means at any time an employee pension benefit
plan (other than a Multiemployer Plan) which is covered by
Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i)
is maintained, or contributed to, by any member of the ERISA
Group for employees of any member of the ERISA Group or (ii)
has at any time within the preceding five years been
maintained, or contributed to, by any Person which was at
such time a member of the ERISA Group for employees of any
Person which was at such time a member of the ERISA Group.
"Quarterly Payment Dates" means each March 31, June 30,
September 30 and December 31.
"Reduction Event" means any issuance by the Borrower or
any of its Subsidiaries of any equity securities or any debt
securities with a maturity in excess of one year (other than
Debt incurred under the Revolving Facility).
"Reference Banks" means the principal London offices of
Citibank, N.A. and JPMorgan Chase Bank, N.A..
"Regulation U" means Regulation U of the Board, as in
effect from time to time.
"Required Banks" means at any time Banks having more
than 50% of the aggregate amount of the Commitments then in
effect or, if the Commitments shall have been terminated,
holding Notes evidencing more than 50% of the aggregate
unpaid principal amount of the Loans.
"Revolving Facility" has the meaning set forth in
Section 2.11(b).
"S&P" means Standard & Poor's Ratings Group.
"Servicing Agent" means Citicorp North America, Inc. in
its capacity as servicing agent for the Banks hereunder, and
its successors in such capacity.
"Subsidiary" means any corporation or other entity of
which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time
directly or indirectly owned by the Borrower.
"Syndication Agent" means Goldman Sachs Credit Partners
L.P., in its capacity as syndication agent in respect of this
Agreement.
"Termination Date" means May 15, 2005, or, if such day
is not a Business Day, the next succeeding Business Day
unless such Business Day falls in another calendar month, in
which case the Termination Date shall be the next preceding
Business Day.
"Type" means the pricing option of a Loan (i.e.,
whether such Loan is a Base Rate Loan or a Euro-Dollar Loan).
"Unfunded Liabilities" means, with respect to any Plan
at any time, the amount (if any) by which (i) the value of
all benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the
PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued
but unpaid contributions), all determined as of the then most
recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member
of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.
"United States" means the United States of America,
including the States and the District of Columbia, but
excluding its territories and possessions.
"Utilization" means, at any date, the percentage
equivalent of a fraction (i) the numerator of which is the
aggregate outstanding principal amount of the Loans at such
date and (ii) the denominator of which is the aggregate
amount of the Commitments at such date.  If for any reason
any Loans remain outstanding following termination of the
Commitments, Utilization shall be deemed to be 100%.
"Wholly-Owned Consolidated Subsidiary" means any
Consolidated Subsidiary all of the shares of capital stock or
other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly
owned by the Borrower.
Section 1.02.  Accounting Terms and Determinations.
Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as
in effect from time to time, applied on a basis consistent
(except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Banks; provided
that, if the Borrower notifies the Administrative Agents that
the Borrower wishes to amend any covenant in Article 5 to
eliminate the effect of any change in generally accepted
accounting principles on the operation of such covenant (or
if the Administrative Agents notify the Borrower that the
Required Banks wish to amend Article 5 for such purpose),
then the Borrower's compliance with such covenant shall be
determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change
in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the
Required Banks.
Section 1.03.  Types of Borrowing.  The term
"Borrowing" denotes (i) the aggregation of Loans made or to
be made to the Borrower pursuant to Article 2 on the same
day, all of which Loans are of the same Type (subject to
Article 8) and, except in the case of Base Rate Loans, have
the same initial Interest Period or (ii) if the context so
requires, the borrowing of such Loans.  Borrowings are
classified for purposes of this Agreement by reference to the
Type of Loans comprising such Borrowing (e.g., a "Euro-Dollar
Borrowing" is a Borrowing comprised of Euro-Dollar Loans).
ARTICLE 2
THE CREDITS
Section 2.01.  Commitments to Lend.  Each Bank
severally agrees, on the terms and conditions set forth in
this Agreement, to make loans to the Borrower pursuant to
this Section from time to time prior to the Termination Date;
provided that, immediately after each such loan is made, the
aggregate principal amount of Loans by such Bank at any one
time outstanding shall not exceed the amount of its
Commitment.  Each Borrowing under this Section shall be in an
aggregate principal amount of $10,000,000 or any larger
multiple of $1,000,000 (except that any such Borrowing may be
in the aggregate amount of the unused Commitments) and shall
be made from the several Banks ratably in proportion to their
respective Commitments.  Within the foregoing limits, the
Borrower may borrow under this Section, repay, or to the
extent permitted by Section 2.12, prepay Loans and reborrow
at any time prior to the Termination Date.
Section 2.02.  Notice of Borrowing.  The Borrower shall
give the Servicing Agent notice (a "Notice of Borrowing") not
later than 10:30 A.M. (New York City time) on (x) the date of
each Base Rate Borrowing and (y) the third Business Day
before each Euro-Dollar Borrowing, specifying:
(i)	the date of such Borrowing, which shall be a
Business Day,
(ii)	the aggregate amount of such Borrowing,
(iii)	whether the Loans comprising such Borrowing
are to be Base Rate Loans or Euro-Dollar Loans, and
(iv)	in the case of a Euro-Dollar Borrowing, the
duration of the initial Interest Period applicable thereto,
subject to the provisions of the definition of Interest
Period.
Section 2.03.  [Reserved].
Section 2.04.  Notice to Banks; Funding of Loans.  (a)
Upon receipt of a Notice of Borrowing, the Servicing Agent
shall promptly notify each Bank of the contents thereof and
of such Bank's share of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.
(b)	Not later than 12:00 Noon (New York City time) on the
date of each Borrowing, each Bank shall (except as provided
in subsection (c) of this Section) make available its share
of such Borrowing, in Federal or other funds immediately
available in New York City, to the Servicing Agent at its
address specified in or pursuant to Section 9.01.  Unless the
Servicing Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Servicing
Agent will make the funds so received from the Banks
available to the Borrower at the Servicing Agent's aforesaid
address.
(c)	Unless the Servicing Agent shall have received notice
from a Bank prior to the date of any Borrowing that such Bank
will not make available to the Servicing Agent such Bank's
share of such Borrowing, the Servicing Agent may assume that
such Bank has made such share available to the Servicing
Agent on the date of such Borrowing in accordance with
subsection (b) of this Section 2.04 and the Servicing Agent
may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount.  If and to the
extent that such Bank shall not have so made such share
available to the Servicing Agent, such Bank and the Borrower
severally agree to repay to the Servicing 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 Servicing Agent, at (i) in the case of the
Borrower, a rate per annum equal to the higher of the Federal
Funds Rate and the interest rate applicable thereto pursuant
to Section 2.07 and (ii) in the case of such Bank, the
Federal Funds Rate.  If such Bank shall repay to the
Servicing Agent such corresponding amount, such amount so
repaid shall constitute such Bank's Loan included in such
Borrowing for purposes of this Agreement.
Section 2.05.  Notes.  (a) Each Bank may, by notice to
the Borrower and the Administrative Agents, request (i) that
its Loans be evidenced by a single Note payable to the order
of such Bank for the account of its Applicable Lending Office
in an amount equal to the aggregate unpaid principal amount
of such Bank's Loans or (ii) that its Loans of a particular
Type be evidenced by a separate Note in an amount equal to
the aggregate unpaid principal amount of such Loans.  Each
such Note shall be promptly furnished to the requesting Bank
and shall be in substantially the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant Type.  Each reference
in this Agreement to the "Note" of such Bank shall be deemed
to refer to and include any or all of such Notes, as the
context may require.
(b)	Each Bank shall record the date, amount, Type and
maturity of each Loan made by it and the date and amount of
each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with
any transfer or enforcement of its Note, endorse on the
schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such
Loan then outstanding; provided that the failure of any Bank
to make any such recordation or endorsement shall not affect
the obligations of the Borrower hereunder or under the Notes.
Each Bank is hereby irrevocably authorized by the Borrower so
to endorse its Note and to attach to and make a part of its
Note a continuation of any such schedule as and when
required.
Section 2.06.  Maturity of Loans.  Each Loan shall
mature, and the principal amount thereof shall be due and
payable (together with accrued interest thereon), on the
Termination Date.
Section 2.07.  Interest Rates.  (a)  Each Base Rate
Loan shall bear interest on the outstanding principal amount
thereof, for each day from the date such Loan is made until
it becomes due, at a rate per annum equal to the sum of the
Applicable Margin plus the Base Rate for such day.  Such
interest shall be payable quarterly in arrears on each
Quarterly Payment Date.  Any overdue principal of or interest
on any Base Rate Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum
of 2% plus the Base Rate for such day.
(b)	Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during
each Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Margin for such day plus
the London Interbank Offered Rate for such Interest Period.
Such interest shall be payable for each Interest Period on
the last day thereof and, if such Interest Period is longer
than three months, at intervals of three months after the
first day thereof.
The "London Interbank Offered Rate" applicable to any
Interest Period means the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective
rates per annum at which deposits in dollars are offered to
each of the Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Business Days
before the first day of such Interest Period in an amount
approximately equal to the principal amount of the Euro-
Dollar Loan of such Reference Bank to which such Interest
Period is to apply and for a period of time comparable to
such Interest Period.
(c)	Any overdue principal of or interest on any Euro-
Dollar Loan shall bear interest, payable on demand, for each
day from and including the date payment thereof was due to
but excluding the date of actual payment, at a rate per annum
equal to the sum of 2% plus the higher of (i) the sum of the
London Interbank Offered Rate applicable to such Loan at the
date such payment was due plus the Applicable Margin
(determined for this purpose without giving effect to the
proviso to the definition of such term) and (ii) the sum of
the quotient obtained (rounded upward, if necessary, to the
next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which one day (or, if such
amount due remains unpaid more than three Business Days, then
for such other period of time not longer than three months as
the Servicing Agent may select) deposits in dollars in an
amount approximately equal to such overdue payment due to
each of the Reference Banks are offered to such Reference
Bank in the London interbank market for the applicable period
determined as provided above by (y) 1.00 minus the Euro-
Dollar Reserve Percentage plus the Applicable Margin
(determined for this purpose without giving effect to the
proviso to the definition of such term) (or, if the
circumstances described in clause (a) or (b) of Section 8.01
shall exist, at a rate per annum equal to the sum of 2% plus
the Base Rate for such day).
(d)	The Servicing Agent shall determine each interest
rate applicable to the Loans hereunder.  The Servicing Agent
shall give prompt notice to the Borrower and the Banks of
each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error.
(e)	Each Reference Bank party hereto agrees to use its
best efforts to furnish quotations to the Servicing Agent as
contemplated by this Section.  If any Reference Bank does not
furnish a timely quotation, the Servicing Agent shall
determine the relevant interest rate on the basis of the
quotation or quotations furnished by the remaining Reference
Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.
Section 2.08.  Method of Electing Interest Rates.  (a)
The Loans included in each Borrowing shall bear interest
initially at the type of rate specified by the Borrower in
the applicable Notice of Borrowing.  Thereafter, the Borrower
may from time to time elect to change or continue the type of
interest rate borne by each Group of Loans (subject to
Section 2.08(d) and the provisions of Article 8, as follows):
(i)	if such Loans are Base Rate Loans, the
Borrower may elect to convert such Loans to Euro-Dollar Loans
as of any Business Day; and
(ii)	if such Loans are Euro-Dollar Loans, the
Borrower may elect to convert such Loans to Base Rate Loans
as of any Business Day or to continue such Loans as Euro-
Dollar Loans for an additional Interest Period, subject to
Section 2.14 if any such conversion is effective on any day
other than the last day of an Interest Period applicable to
such Loans.
Each such election shall be made by delivering a notice
(a "Notice of Interest Rate Election") to the Servicing Agent
not later than 10:30 A.M. (New York City time) on the third
Business Day before the conversion or continuation selected
in such notice is to be effective.  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of
the aggregate principal amount of the relevant Group of
Loans; provided that (i) such portion is allocated ratably
among the Loans comprising such Group and (ii) the portion to
which such Notice applies, and the remaining portion to which
it does not apply, are each at least $10,000,000 (unless such
portion is comprised of Base Rate Loans).  If no such notice
is timely received before the end of an Interest Period for
any Group of Euro-Dollar Loans, the Borrower shall be deemed
to have elected that such Group of Loans be converted to Base
Rate Loans at the end of such Interest Period.
(b)	Each Notice of Interest Rate Election shall specify:
(i)	the Group of Loans (or portion thereof) to
which such notice applies;
(ii)	the date on which the conversion or
continuation selected in such notice is to be effective,
which shall comply with the applicable clause of Section
2.08(a) above;
(iii)	if the Loans comprising such Group are to be
converted, the new Type of Loans and, if the Loans resulting
from such conversion are to be Euro-Dollar Loans, the
duration of the next succeeding Interest Period applicable
thereto; and
(iv)	if such Loans are to be continued as Euro-
Dollar Loans for an additional Interest Period, the duration
of such additional Interest Period.
Each Interest Period specified in a Notice of Interest
Rate Election shall comply with the provisions of the
definition of Interest Period.
(c)	Promptly after receiving a Notice of Interest Rate
Election from the Borrower pursuant to Section 2.08(a) above,
the Servicing Agent shall notify each Bank of the contents
thereof and such notice shall not thereafter be revocable by
the Borrower.
(d)	The Borrower shall not be entitled to elect to
convert any Loans to, or continue any Loans for an additional
Interest Period as, Euro-Dollar Loans if (i) the aggregate
principal amount of any Group of Euro-Dollar Loans created or
continued as a result of such election would be less than
$10,000,000 or (ii) a Default shall have occurred and be
continuing when the Borrower delivers notice of such election
to the Servicing Agent.
(e)	If any Loan is converted to a different Type of Loan,
the Borrower shall pay, on the date of such conversion, the
interest accrued to such date on the principal amount being
converted.
(f)	A conversion or continuation pursuant to this Section
2.08 is not a Borrowing.
Section 2.09.  Fees.  The Borrower shall pay to the
Servicing Agent for the account of the Banks ratably a
facility fee at the Facility Fee Rate.  Such facility fee
shall accrue (i) from and including the Effective Date to but
excluding the date of termination of the Commitments in their
entirety, on the daily aggregate amount of the Commitments
(whether used or unused) and (ii) from and including such
date of termination to but excluding the date the Loans shall
be repaid in their entirety, on the daily aggregate
outstanding principal amount of the Loans.  Accrued fees
under this Section shall be payable quarterly in arrears on
each Quarterly Payment Date, commencing on the first such
date to occur after the date hereof, and on the date of
termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety).
Section 2.10.  Optional Termination or Reduction of
Commitments.  The Borrower may, upon at least three Business
Days' notice to the Servicing Agent, (i) terminate the
Commitments at any time, if no Loans are outstanding at such
time or (ii) ratably reduce from time to time the unused
portions of the Commitments; provided that each such
reduction shall reduce the Commitments by an aggregate amount
of $5,000,000 (or any larger multiple of $1,000,000).
Section 2.11.  Mandatory Termination or Reduction of
Commitments.  (a) The Commitments shall terminate on the
Termination Date, and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on
such date.
(b)	The Commitments shall be permanently and ratably
reduced on the closing date of a revolving credit facility in
an anticipated amount of $1,300,000,000 (the "Revolving
Facility") to refinance the Borrower's $600,000,000 Credit
Agreement dated as of June 28, 2004 by the amount that is
equal to the total commitments under the Revolving Facility
minus $850,000,000.
(c)	The Commitments shall be ratably reduced
automatically in the event that the Borrower or any of its
Subsidiaries shall at any time, or from time to time, after
the date hereof receive any Net Cash Proceeds of any
Reduction Event, by an amount equal to the largest multiple
of $1,000,000 which does not exceed the amount of such Net
Cash Proceeds.  The reductions in the Commitments required by
this subsection shall be effective on the fifth Euro-Dollar
Business Day following receipt by the Borrower or any of its
Subsidiaries, as the case may be, of such Net Cash Proceeds;
provided that
(i)	if the amount of the Net Cash Proceeds in
respect of any Reduction Event is less than $5,000,000, such
reduction shall be effective upon receipt of proceeds such
that, together with all other such amounts received in the
same calendar month and not previously applied, the amount of
such Net Cash Proceeds is equal to at least $5,000,000; and
(ii)	if and to the extent such reduction would
otherwise reduce the aggregate amount of the Commitments to
an amount less than the related Dedicated Amount, such
reduction shall, unless the Servicing Agent otherwise
notifies the Borrower upon request of the Required Banks, be
deferred so as to become effective simultaneously with
reductions in the Dedicated Amount.  For purposes of this
clause (ii):
"Dedicated Amount" means the sum of the aggregate principal
amount of Euro-Dollar Loans and the aggregate face amount of
Supported Commercial Paper which, in each case, are
outstanding at the time the Borrower or a Subsidiary receives
Net Cash Proceeds of the related Reduction Event.  The
Dedicated Amount shall be reduced (i) at the last day of the
then current Interest Period(s) for such Euro-Dollar Loans
and (ii) at each subsequent maturity of such Supported
Commercial Paper by the related amount of Euro-Dollar Loans
or maturing Supported Commercial Paper, as the case may be.
"Supported Commercial Paper" means commercial paper of the
Borrower which requires liquidity support in the form of
undrawn bank commitments and for which no such commitments
other than the Commitments are available.  At any time at
which the Borrower has other committed bank facilities
available as liquidity support for commercial paper,
outstanding commercial paper shall be allocated first to such
other facilities, so that only the amount which cannot be
supported thereby shall constitute Supported Commercial
Paper.  Such allocation to other facilities shall be in
inverse order of maturity, so that the earliest maturing
commercial paper shall be Supported Commercial Paper.
The Borrower shall notify the Servicing Agent within
two Business Days of receipt by it or a Subsidiary of Net
Cash Proceeds of a Reduction Event, specifying the date and
amount thereof and, if the provisions of clause (ii) relating
to Supported Commercial Paper are applicable, setting forth
sufficient information with respect thereto to determine the
resultant schedule for reduction of the Commitments.
(d)	On the date of any reduction of Commitments pursuant
to this Section, the Borrower shall repay such principal
amount (together with accrued interest thereon) of, first,
outstanding Base Rate Loans, if any, and second, outstanding
Euro-Dollar Loans, if any, as may be necessary so that after
such repayment the aggregate outstanding principal amount of
the Loans does not exceed the amount of the Commitment as
then reduced.  Within the foregoing limits of this subsection
(d), each required payment or prepayment shall be made with
respect to such outstanding Borrowings as the Borrower may
designate to the Servicing Agent not less than three Euro-
Dollar Business Days prior to the date required for such
payment or prepayment or, failing such designation by the
Borrower, as the Servicing Agent may specify by notice to the
Borrower and the Banks.
Section 2.12.  Optional Prepayments.  (a) Subject in
the case of any Euro-Dollar Borrowing to Section 2.14, the
Borrower may, upon at least one Business Day's notice to the
Servicing Agent, prepay any Group of Base Rate Loans or upon
at least three Business Days' notice to the Servicing Agent,
prepay any Group of Euro-Dollar Loans, in each case in whole
at any time, or from time to time in part in amounts
aggregating $25,000,000 or any larger multiple of $1,000,000,
by paying the principal amount to be prepaid together with
accrued interest thereon to the date of prepayment.  Each
such optional prepayment shall be applied to prepay ratably
the Loans of the several Banks included in such Group.
(b)	Upon receipt of a notice of prepayment pursuant to
this Section, the Servicing Agent shall promptly notify each
Bank of the contents thereof and of such Bank's ratable share
(if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.
Section 2.13.  General Provisions as to Payments.  (a)
The Borrower shall make each payment of principal of, and
interest on, the Loans and of fees hereunder, not later than
12:00 Noon (New York City time) on the date when due, in
Federal or other funds immediately available in New York
City, without set-off or counterclaim, to the Servicing Agent
at its address referred to in Section 9.01.  The Servicing
Agent will promptly distribute to each Bank its ratable share
of each such payment received by the Servicing Agent for the
account of the Banks.  Whenever any payment of principal of,
or interest on, the Base Rate Loans or of fees shall be due
on a day which is not a Business Day, the date for payment
thereof shall be extended to the next succeeding Business
Day.  Whenever any payment of principal of, or interest on,
the Euro-Dollar Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended
to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for
payment thereof shall be the next preceding Business Day.  If
the date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be
payable for such extended time.
(b)	Unless the Servicing Agent shall have received notice
from the Borrower prior to the date on which any payment is
due to the Banks hereunder that the Borrower will not make
such payment in full, the Servicing Agent may assume that the
Borrower has made such payment in full to the Servicing Agent
on such date and the Servicing Agent may, in reliance upon
such assumption, cause to be distributed to each Bank on such
due date an amount equal to the amount then due such Bank.
If and to the extent that the Borrower shall not have so made
such payment, each Bank shall repay to the Servicing Agent
forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date
such amount is distributed to such Bank until the date such
Bank repays such amount to the Servicing Agent, at the
Federal Funds Rate.
Section 2.14.  Funding Losses.  If the Borrower makes
any payment of principal with respect to any Euro-Dollar Loan
or any Euro-Dollar Loan is converted to a different Type of
Loan (whether such payment or conversion is pursuant to
Article 2, 6, or 8 or otherwise) on any day other than the
last day of an Interest Period applicable thereto, or the
last day of an applicable period fixed pursuant to Section
2.07(c), or if the Borrower fails to borrow, prepay, convert
or continue any Euro-Dollar Loan after notice has been given
to any Bank in accordance with Section 2.04(a), 2.08(c) or
2.12(b), the Borrower shall reimburse each Bank within 15
days after demand for any resulting loss or expense incurred
by it (or, subject to Section 9.06(e), by an existing or
prospective Participant in the related Loan), including
(without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but
excluding loss of margin for the period after any such
payment or conversion or failure to borrow, prepay, convert
or continue; provided that such Bank shall have delivered to
the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence
of manifest error.
Section 2.15.  Computation of Interest and Fees.
Interest based on the Citibank Rate hereunder shall be
computed on the basis of a year of 365 days (or 366 days in a
leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day).  All
other interest and fees shall be computed on the basis of a
year of 360 days and paid for the actual number of days
elapsed (including the first day but excluding the last day).
Section 2.16.  Regulation D Compensation.  Each Bank
may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional
interest on the related Euro-Dollar Loan of such Bank at a
rate per annum determined by such Bank up to but not
exceeding the excess of (i)(A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-
Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate.  Any Bank wishing to require payment
of such additional interest (x) shall so notify the Borrower
and the Servicing Agent, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be
payable to such Bank at the place indicated in such notice
with respect to each Interest Period commencing at least
three Business Days after the giving of such notice and (y)
shall notify the Borrower at least five Business Days prior
to each date on which interest is payable on the Euro-Dollar
Loans of the amount then due it under this Section.
ARTICLE 3
CONDITIONS
Section 3.01.  Effectiveness.  This Agreement shall
become effective on the date that each of the following
conditions shall have been satisfied (or waived in accordance
with Section 9.05):
(a)	receipt by the Administrative Agents of counterparts
hereof signed by each of the parties hereto (or, in the case
of any party as to which an executed counterpart shall not
have been received, receipt by the Administrative Agents in
form satisfactory to them of written confirmation from such
party of execution of a counterpart hereof by such party);
(b)	receipt by the Administrative Agents of an opinion of
Peter D. Bewley, Esq., General Counsel for the Borrower,
substantially in the form of Exhibit B hereto and covering
such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably
request;
(c)	receipt by the Administrative Agents of an opinion of
Davis Polk & Wardwell, special counsel for the Administrative
Agents, substantially in the form of Exhibit C hereto and
covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably
request;
(d)	receipt by the Administrative Agents of all documents
the Administrative Agents may reasonably request relating to
the existence of the Borrower, the corporate authority for
and the validity of this Agreement and the Notes, and any
other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agents;
(e)	payment by the Borrower to each Agent and to the
Servicing Agent for the account of each Bank of fees in the
amounts heretofore mutually agreed upon; and
(f)	receipt by the Administrative Agents of a copy of a
notice of termination of the Existing Credit Agreement, with
evidence that such notice has been delivered to the
administrative agent under the Existing Credit Agreement.
provided that this Agreement shall not become effective or be
binding on any party hereto unless all of the foregoing
conditions are satisfied not later than November 15, 2004.
The Administrative Agents shall promptly notify the Borrower
and the Banks of the Effective Date, and such notice shall be
conclusive and binding on all parties hereto.
Section 3.02.  Borrowings.  The obligation of any Bank
to make a Loan on the occasion of any Borrowing is subject to
the satisfaction of the following conditions:
(a)	receipt by the Servicing Agent of a Notice of
Borrowing as required by Section 2.02;
(b)	the fact that, immediately after such Borrowing, the
aggregate outstanding principal amount of the Loans will not
exceed the aggregate amount of the Commitments;
(c)	the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing;
and
(d)	the fact that the representations and warranties of
the Borrower contained in this Agreement (other than the
representation and warranty set forth in Section 4.04(c))
shall be true on and as of the date of such Borrowing.
Each Borrowing hereunder shall be deemed to be a
representation and warranty by the Borrower on the date of
such Borrowing as to the facts specified in clauses (b), (c)
and (d) of this Section.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
Section 4.01.  Corporate Existence and Power.  The
Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware, and has all
corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on
its business as now conducted.
Section 4.02.  Corporate and Governmental
Authorization; No Contravention.  The execution, delivery and
performance by the Borrower of this Agreement and the Notes
are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute
a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws
of the Borrower or of any material agreement, judgment,
injunction, order, decree or other instrument binding upon
the Borrower or result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries.
Section 4.03.  Binding Effect.  This Agreement
constitutes a valid and binding agreement of the Borrower,
and each Note, when executed and delivered in accordance with
this Agreement, will constitute a valid and binding
obligation of the Borrower, in each case enforceable in
accordance with its terms.
Section 4.04.  Financial Information.
(a)	The consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries as of June 30, 2004 and the
related statements of consolidated earnings and consolidated
cash flows for the fiscal year then ended, reported on by
Ernst & Young LLP and set forth in the Borrower's 2004 Form
10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash
flows for such fiscal year.
(b)	The unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of September
30, 2004 and the related unaudited statements of consolidated
earnings and consolidated cash flows for the three months
then ended, set forth in the quarterly report for the fiscal
quarter ended September 30, 2004 as filed with the Securities
and Exchange Commission on Form 10-Q, a copy of which has
been delivered to each of the Banks, fairly present, in
conformity with generally accepted accounting principles
applied on a basis consistent with the financial statements
referred to in subsection (a) of this Section, the
consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such
nine month period (subject to normal year-end adjustments).
(c)	Since September 30, 2004, there has been no material
adverse change in the business, financial position, results
of operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole.
Section 4.05.  Litigation.  There is no action, suit or
proceeding pending against, or to the knowledge of the
Borrower threatened against or affecting, the Borrower or any
of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated
financial position or consolidated results of operations of
the Borrower and its Consolidated Subsidiaries or which in
any manner draws into question the validity of this Agreement
or the Notes.
Section 4.06.  Compliance with ERISA.  Each member of
the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Internal Revenue
Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of
ERISA and the Internal Revenue Code with respect to each
Plan.  No member of the ERISA Group has (i) sought a waiver
of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer
Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has
resulted or could result in the imposition of a Lien or the
posting of a bond or other security under ERISA or the
Internal Revenue Code or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.
Section 4.07.  Environmental Matters.  In the ordinary
course of its business, the Borrower conducts an ongoing
review of the effect of Environmental Laws on the business,
operations and properties of the Borrower and its
Subsidiaries, in the course of which it identifies and
evaluates associated liabilities and costs (including,
without limitation, any capital or operating expenditures
required for clean-up or closure of properties presently or
previously owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on
operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat and any
actual or potential liabilities to third parties, including
employees, and any related costs and expenses).  On the basis
of this review, the Borrower has reasonably concluded that
Environmental Laws are unlikely to have a material adverse
effect on the business, financial condition, results of
operations or prospects of the Borrower and its Consolidated
Subsidiaries, considered as a whole.
Section 4.08.  Taxes.  United States Federal income tax
returns of the Borrower and its Subsidiaries have been
examined and closed through the fiscal year ended June 30,
1996.  The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other
material tax returns which are required to be filed by them
and have paid all taxes due pursuant to such returns or
pursuant to any assessment received by the Borrower or any
Subsidiary.  The charges, accruals and reserves on the books
of the Borrower and its Subsidiaries in respect of taxes or
other governmental charges are, in the opinion of the
Borrower, adequate.
Section 4.09.  Subsidiaries.  Each of the Borrower's
corporate Subsidiaries is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers
and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as
now conducted.
Section 4.10.  Full Disclosure.  All information
heretofore furnished by  the Borrower to any Agent or any
Bank for purposes of or in connection with this Agreement or
any transaction contemplated hereby is, and all such
information hereafter furnished by the Borrower to any Agent
or any Bank will be, true and accurate in all material
respects on the date as of which such information is stated
or certified.  The Borrower has disclosed to the Banks in
writing any and all facts which materially and adversely
affect or may affect (to the extent the Borrower can now
reasonably foresee), the business, operations or financial
condition of the Borrower and its Consolidated Subsidiaries,
taken as a whole, or the ability of the Borrower to perform
its obligations under this Agreement.
ARTICLE 5
COVENANTS
The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note
remains unpaid:
Section 5.01. Information.  The Borrower will deliver
to each of the Banks:
(a)	as soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such fiscal year
and the related statements of consolidated earnings and
consolidated cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous
fiscal year, all reported on in a manner acceptable to the
Securities and Exchange Commission by Ernst & Young LLP or
other independent public accountants of nationally recognized
standing;
(b)	as soon as available and in any event within 45 days
after the end of each of the first three quarters of each
fiscal year of the Borrower, the consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of the
end of such quarter and the related statements of
consolidated earnings and consolidated cash flows for such
quarter and for the portion of the Borrower's fiscal year
ended at the end of such quarter, setting forth in each case
in comparative form the figures for the corresponding quarter
and the corresponding portion of the Borrower's previous
fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally
accepted accounting principles and consistency by the chief
financial officer or the chief accounting officer of the
Borrower;
(c)	simultaneously with the delivery of each set of
financial statements referred to in clauses (a) and (b)
above, a certificate of the chief financial officer or the
chief accounting officer of the Borrower (i) setting forth in
reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements
of Section 5.05 and Section 5.06 on the date of such
financial statements and (ii) stating whether any Default
exists on the date of such certificate and, if any Default
then exists, setting forth the details thereof and the action
which the Borrower is taking or proposes to take with respect
thereto;
(d)	within five days after any executive officer or
financial officer of the Borrower obtains knowledge of any
Default, if such Default is then continuing, a certificate of
the chief financial officer or the chief accounting officer
of the Borrower setting forth the details thereof and the
action which the Borrower is taking or proposes to take with
respect thereto;
(e)	promptly upon the mailing thereof to the stockholders
of the Borrower generally, copies of all financial
statements, reports and proxy statements so mailed;
(f)	promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and
any registration statements on Form S-8 or its equivalent)
and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the
Securities and Exchange Commission;
(g)	if and when any member of the ERISA Group (i) gives
or is required to give notice to the PBGC of any "reportable
event" (as defined in Section 4043 of ERISA) with respect to
any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give
notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the
PBGC; (ii) receives notice of complete or partial withdrawal
liability under Title IV of ERISA or notice that any
Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice
from the  PBGC under Title IV of ERISA of an intent to
terminate, impose liability (other than for premiums under
Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan, a copy of such notice; (iv) applies for
a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code, a copy of such application; (v)
gives notice of intent to terminate any Plan under Section
4041(c) of  ERISA, a copy of such notice and other
information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of  ERISA,
a copy of such notice; or (vii) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement or makes any amendment to any Plan
or Benefit Arrangement which has resulted or could result in
the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer or the
chief accounting officer of the Borrower setting forth
details as to such occurrence and action, if any, which the
Borrower or applicable member of the ERISA Group is required
or proposes to take;
(h)	 promptly following, and in any event within 10 days
of, any change in a senior unsecured long-term debt rating by
S&P or Fitch, notice thereof; and
(i)	from time to time such additional information
regarding the financial position or business of the Borrower
and its Subsidiaries as the Administrative Agent, at the
request of any Bank, may reasonably request.
Information required to be delivered pursuant to
subsections (a), (b), (e) or (f) above shall be deemed to
have been delivered on the date on which the Borrower
provides notice to the Banks that such information has been
posted on the Borrower's website on the Internet at the
website address listed on the signature pages hereof, at
sec.gov/edaux/searches.htm or at another website identified
in such notice and accessible by the Banks without charge;
provided that (i) such notice may be included in a
certificate delivered pursuant to subsections 5.01(c) and
(ii) the Borrower shall deliver paper copies of the
information referred to in subsections (a), (b), (e) or (f)
to any Bank if it requests such delivery.
Section 5.02.  Maintenance of Property; Insurance.  (a)
The Borrower will keep, and will cause each Subsidiary to
keep, all material property useful and necessary in its
business in good working order and condition, ordinary wear
and tear excepted; provided that nothing in this Section
5.02(a) shall prohibit the disposal of any material property
if the Borrower in good faith determines that such disposal
is in the best interest of the Borrower and is not materially
disadvantageous to the Banks.
(b)	The Borrower will, and will cause each of its
Subsidiaries to, maintain (either in the name of the Borrower
or in such Subsidiary's own name) with financially sound and
responsible insurance companies, insurance on all  their
respective material properties in at least such amounts and
against at least such risks (and with such risk retention) as
are usually insured against in the same general area by
companies of established repute engaged in the same or a
similar business; and will furnish to the Banks, upon request
from the Administrative Agent, information presented in
reasonable detail as to the insurance so carried.
Section 5.03.  Conduct of Business and Maintenance of
Existence.  The Borrower will continue, and will cause each
Material Subsidiary to continue, to engage in businesses of
the same general types as are now conducted by the Borrower
and its Material Subsidiaries, and will preserve, renew and
keep in full force and effect, and will cause each Material
Subsidiary to preserve, renew and keep in full force and
effect, their respective corporate existences and their
respective rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that
nothing in this Section 5.03 shall prohibit (i) the merger of
a Material Subsidiary into the Borrower or the merger or
consolidation of a Material Subsidiary with or into another
Person if the corporation surviving such consolidation or
merger is a Material Subsidiary and if, in each case, after
giving effect thereto, no Default shall have occurred and be
continuing or (ii) the termination of the corporate existence
of any Material Subsidiary if the Borrower in good faith
determines that such termination is in the best interest of
the Borrower and is not materially disadvantageous to the
Banks.
Section 5.04.  Compliance with Laws.  The Borrower will
comply, and cause each Subsidiary to comply, in all material
respects with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA
and the rules and regulations thereunder), except where the
necessity of compliance therewith is contested in good faith
by appropriate proceedings.
Section 5.05.  Consolidated Leverage Ratio.  The
Borrower will not permit the ratio of (i) Consolidated Debt,
determined at any date, to (ii) Consolidated EBITDA for the
four consecutive fiscal quarters then ended on or most
recently prior to such date, to be greater than 3.25:1.
Section 5.06.  Negative Pledge.  Neither the Borrower
nor any Subsidiary will create, assume or suffer to exist any
Lien on any asset now owned or hereafter acquired by it,
except:
(a)	Liens existing on the date of this Agreement securing
Debt outstanding on the date of this Agreement in an
aggregate principal amount not exceeding $25,000,000;
(b)	any Lien existing on any asset of any corporation at
the time such corporation becomes a Subsidiary and not
created in contemplation of such event;
(c)	any Lien on any asset securing Debt incurred or
assumed for the purpose of financing all or any part of the
cost of acquiring such asset, provided that such Lien
attaches to such asset concurrently with or within 90 days
after the acquisition thereof;
(d)	any Lien on any asset of any corporation existing at
the time such corporation is merged or consolidated with or
into the Borrower or a Subsidiary and not created in
contemplation of such event;
(e)	any Lien existing on any asset prior to the
acquisition thereof by the Borrower or a Subsidiary and not
created in contemplation of such acquisition;
(f)	any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien
permitted by any of the foregoing clauses of this Section,
provided that such Debt is not increased (other than any
increase reflecting the costs of such refinancing, extension,
renewal or refunding) and is not secured by any additional
assets;
(g)	Liens arising in the ordinary course of its business
which (i) do not secure Debt or Derivatives Obligations, (ii)
do not secure any obligation in an amount exceeding
$200,000,000 and (iii) do not in the aggregate materially
detract from the value of its assets or materially impair the
use thereof in the operation of its business;
(h)	Liens on cash and cash equivalents securing
Derivatives Obligations; provided that the aggregate amount
of cash and cash equivalents subject to such Liens may at no
time exceed $100,000,000; and
(i)	Liens not otherwise permitted by the foregoing
clauses of this Section securing Debt in an aggregate
principal amount at any time outstanding not to exceed 15% of
Consolidated Net Worth.
Section 5.07.  Consolidations, Mergers and Sales of
Assets.  The Borrower will not (i) consolidate or merge with
or into any other Person, (ii) sell, lease or otherwise
transfer all or substantially all of the assets of the
Borrower to any other Person or (iii)  sell, lease or
otherwise transfer, directly or indirectly, a substantial
part of the assets of the Borrower and its Subsidiaries,
taken as a whole, to any other Person if  (in the case of
this clause (iii)) such sale will result in a material
adverse change in the business, financial position, results
of operations or prospects of the Borrower and its
Subsidiaries, taken as a whole.
Section 5.08.  Use of Proceeds.  The proceeds of the
Loans made under this Agreement will be used by the Borrower
for general corporate purposes, including but not limited to
payment of maturing commercial paper and repurchase of the
Henkel KGaA shares.  None of such proceeds will be used,
directly or indirectly, in violation of the Margin
Regulations.
ARTICLE 6
DEFAULTS
Section 6.01.  Events of Default.  If one or more of
the following events ("Events of Default") shall have
occurred and be continuing:
(a)	the Borrower shall fail to pay when due any principal
of any Loan, or shall fail to pay within five days of the due
date thereof any interest, fees or any other amount payable
hereunder;
(b)	the Borrower shall fail to observe or perform any
covenant contained in Section 5.05 to 5.08, inclusive;
(c)	the Borrower shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than
those covered by clause (a) or (b) above) for 30 days after
written notice thereof has been given to the Borrower by the
Administrative Agents at the request of any Bank;
(d)	any representation, warranty, certification or
statement made by the Borrower in this Agreement or in any
certificate, financial statement or other document delivered
pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
(e)	the Borrower or any Subsidiary shall fail to make any
payment in respect of any Material Financial Obligations when
due or within any applicable grace period;
(f)	any event or condition shall occur which results in
the acceleration of the maturity of any Material Debt or
enables the holder of such Debt or any Person acting on such
holder's behalf to accelerate the maturity thereof;
(g)	the Borrower or any Material Subsidiary shall
commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in
an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize
any of the foregoing;
(h)	an involuntary case or other proceeding shall be
commenced against the Borrower or any Material Subsidiary
seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60
days; or an order for relief shall be entered against the
Borrower or any Material Subsidiary under the federal
bankruptcy laws as now or hereafter in effect;
(i)	any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000
which it shall have become liable to pay under Title  IV of
ERISA; or notice of intent to terminate a Material Plan shall
be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of,
or to cause a trustee to be appointed to administer any
Material Plan; or a condition shall exist by reason of which
the PBGC would be entitled to obtain a decree adjudicating
that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default,
within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which could cause
one or more members of the ERISA Group to incur a current
payment obligation in excess of $50,000,000;
(j)	a judgment or order for the payment of money in
excess of $25,000,000 shall be rendered against the Borrower
or any Material Subsidiary and such judgment or order shall
continue unsatisfied and unstayed for a period of 30 days; or
(k)	(x) Henkel Corporation and its subsidiaries shall
have acquired beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended) of, or shall have stated its intention to acquire,
50% or more of the outstanding shares of common stock of the
Borrower, (y) any person (other than Henkel Corporation and
its subsidiaries) or group of persons (within the meaning of
Section 13 or 14 of said Act), other than a group consisting
solely of Henkel Corporation and one or more of its
subsidiaries, shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 30% or
more of the outstanding shares of common stock of the
Borrower, or (z) during any period of twelve consecutive
calendar months, individuals who were directors of the
Borrower on the first day of such period shall cease to
constitute a majority of the board of directors of the
Borrower;
then, and in every such event, the Administrative
Agents shall (i) if requested by Banks having more than 50%
in aggregate amount of the Commitments, by notice to the
Borrower terminate the Commitments and they shall thereupon
terminate, and (ii) if requested by Banks holding more than
50% of the aggregate principal amount of the Loans, by notice
to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans shall thereupon
become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; provided that in the case of
any of the Events of Default specified in clause (g) or (h)
above with respect to the Borrower, without any notice to the
Borrower or any other act by the Administrative Agents or the
Banks, the Commitments shall thereupon terminate and the
Loans (together with accrued interest thereon) shall become
immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby
waived by the Borrower.
Section 6.02.  Notice of Default.  The Administrative
Agents shall give notice to the Borrower under Section
6.01(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.
ARTICLE 7
THE AGENTS
Section 7.01.  Appointment and Authorization.  Each
Bank irrevocably appoints and authorizes the Administrative
Agents and the Servicing Agent to take such action as agent
on its behalf and to exercise such powers under this
Agreement and the Notes as are delegated to the
Administrative Agents and the Servicing Agent by the terms
hereof or thereof, together with all such powers as are
reasonably incidental thereto.
Section 7.02.  Agents and Affiliates.  Citicorp North
America, Inc. and JPMorgan Chase Bank, N.A. shall have the
same rights and powers under this Agreement as any other Bank
and may exercise or refrain from exercising the same as
though it were not an Agent, and Citicorp North America, Inc.
and JPMorgan Chase Bank, N.A. and their respective affiliates
may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Subsidiary
or affiliate of the Borrower as if it were not an Agent
hereunder.
Section 7.03.  Action by Administrative Agents and
Servicing Agent.  The obligations of the Administrative
Agents and the Servicing Agent hereunder are only those
expressly set forth herein.  Without limiting the generality
of the foregoing, neither the Administrative Agents nor the
Servicing Agent shall be required to take any action with
respect to any Default, except as expressly provided in
Article 6.
Section 7.04.  Consultation with Experts.  The
Administrative Agents and the Servicing Agent may consult
with legal counsel (who may be counsel for the Borrower),
independent public accountants and other experts selected by
it and shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the advice of
such counsel, accountants or experts.
Section 7.05.  Liability of Administrative Agents and
Servicing Agent.  Neither the Administrative Agents nor the
Servicing Agent nor any of their respective affiliates nor
any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken
by it in connection herewith (i) with the consent or at the
request of the Required Banks or (ii) in the absence of its
own gross negligence or willful misconduct.  Neither the
Administrative Agents nor the Servicing Agent nor any of
their respective affiliates nor any of their respective
directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into or verify (i)
any statement, warranty or representation made in connection
with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or
agreements of the Borrower; (iii) the satisfaction of any
condition specified in Article 3, except receipt of items
required to be delivered to the Administrative Agents; or
(iv) the validity, effectiveness or genuineness of this
Agreement, the Notes or any other instrument or writing
furnished in connection herewith.  Neither the Administrative
Agents nor the Servicing Agent shall incur any liability by
acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire,
facsimile transmission or similar writing) believed by it to
be genuine or to be signed by the proper party or parties.
Section 7.06.  Indemnification.  Each Bank shall,
ratably in accordance with the aggregate amount of its
Commitment, indemnify the Administrative Agents, the
Servicing Agent, their respective affiliates and their
respective directors, officers, agents and employees (to the
extent not reimbursed by the Borrower) against any cost,
expense (including counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from
such indemnitees' gross negligence or willful misconduct)
that such indemnitees may suffer or incur in connection with
this Agreement or any action taken or omitted by such
indemnitees hereunder.
Section 7.07.  Credit Decision.  Each Bank acknowledges
that it has, independently and without reliance upon any
Agent or any other Bank, 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
Bank also acknowledges that it will, independently and
without reliance upon any Agent or any other Bank, 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 any action under this
Agreement.
Section 7.08.  Successor Agents.  Any Agent may resign
at any time by giving written notice thereof to the Banks and
the Borrower.  Upon any such resignation, the Required Banks
shall have the right to appoint a successor Agent.  If no
successor Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30
days after the retiring Agent gives notice of resignation,
then the retiring Agent may, on behalf of the Banks, appoint
a successor Agent, which shall be a commercial bank organized
or licensed under the laws of the United States or of any
State thereof and having a combined capital and surplus of at
least $500,000,000.  Upon the acceptance of its appointment
as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the
rights and duties of the retiring Agent, as the case may be,
and the retiring Agent shall be discharged from its duties
and obligations hereunder.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this
Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent.
Section 7.09.  Fees.  The Borrower shall pay to each
Agent for its own account fees in the amounts and at the
times previously agreed upon between the Borrower and such
Agent.
Section 7.10.  Syndication Agent.  Nothing in this
Agreement shall impose any duty or liability whatsoever on
the Syndication Agent in its capacity as such.
ARTICLE 8
CHANGE IN CIRCUMSTANCES
Section 8.01.  Basis for Determining Interest Rate
Inadequate or Unfair.  If on or prior to the first day of any
Interest Period for any Euro-Dollar Loan:
(a)	the Servicing Agent is advised by the Reference Banks
that deposits in dollars (in the applicable amounts) are not
being offered to the Reference Banks in the relevant market
for such Interest Period, or
(b)	Banks having 50% or more of the aggregate amount of
the Commitments advise the Servicing Agent that the London
Interbank Offered Rate, as determined by the Servicing Agent,
will not adequately and fairly reflect the cost to such Banks
of funding their Euro-Dollar Loans for such Interest Period,
the Servicing Agent shall forthwith give notice thereof to
the Borrower and the Banks, whereupon until the Servicing
Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations
of the Banks to make Euro-Dollar Loans, or to continue to
convert outstanding Loans as or into Euro-Dollar Loans shall
be suspended and (ii) each outstanding Euro-Dollar Loan shall
be converted into a Base Rate Loan on the last day of the
then current Interest Period applicable thereto.  Unless the
Borrower notifies the Servicing Agent at least two Business
Days before the date of any affected Borrowing for which a
Notice of Borrowing has previously been given that it elects
not to borrow on such date, such Borrowing shall instead be
made as a Base Rate Borrowing.
Section 8.02.  Illegality.  If, on or after the date of
this Agreement, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by
any Bank (or its Euro-Dollar Lending Office) with any request
or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency shall make
it unlawful or impossible for any Bank (or its Euro-Dollar
Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Bank shall so notify the Servicing Agent, the
Servicing Agent shall forthwith give notice thereof to the
other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Servicing Agent that the
circumstances giving rise to such suspension no longer exist,
the obligation of such Bank to make Euro-Dollar Loans, or to
convert outstanding Loans into Euro-Dollar Loans or continue
outstanding Loans as Euro-Dollar Loans, shall be suspended.
Before giving any notice to the Servicing Agent pursuant to
this Section, such Bank shall designate a different Euro-
Dollar Lending Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank.  If such
notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted into a Base Rate Loan either
(i) on the last day of the then current Interest Period
applicable to such Euro-Dollar Loan if such Bank may lawfully
continue to maintain and fund such Loan as a Euro-Dollar Loan
to such day or (ii) immediately if such Bank shall determine
that it may not lawfully continue to maintain and fund any
such Loan as a Euro-Dollar Loan to such day.  Interest and
principal on any such Base Rate Loan shall be payable on the
same dates as, and on a pro rata basis with, the interest and
principal payable on the related Euro-Dollar Loans of the
other Banks.
Section 8.03.  Increased Cost and Reduced Return.  (a)
If on or after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by any Bank (or its Applicable Lending Office)
with any request or directive (whether or not having the
force of law) of any such authority, central bank or
comparable agency shall impose, modify or deem applicable any
reserve, special deposit, insurance assessment or similar
requirement (including, without limitation, any such
requirement imposed by the Board, but excluding with respect
to any Euro-Dollar Loan any such requirement with respect to
which such Bank is entitled to compensation during the
relevant Interest Period under Section 2.16) against assets
of, deposits with or for the account of, or credit extended
by, any Bank (or its Applicable Lending Office) or shall
impose on any Bank (or its Applicable Lending Office) or on
the London interbank market any other condition affecting its
Euro-Dollar Loans, its Note or its obligation to make Euro-
Dollar Loans and the result of any of the foregoing is to
increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Euro-Dollar Loan, or to
reduce the amount of any sum received or receivable by such
Bank (or its Applicable Lending Office) under this Agreement
or under its Note with respect thereto, by an amount deemed
by such Bank to be material, then, within 15 days after
demand by such Bank (with a copy to the Servicing Agent), the
Borrower shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such increased cost
or reduction.
(b)	If any Bank shall have determined that, after the
date hereof, the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein,
or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable
agency charged with the interpretation or administration
thereof, or any request or directive regarding capital
adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on capital of
such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank
(or its Parent) could have achieved but for such adoption,
change, request or directive (taking into consideration its
policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time,
within 15 days after demand by such Bank (with a copy to the
Servicing Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.
(c)	Each Bank will promptly notify the Borrower and the
Servicing Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle such Bank
to compensation pursuant to this Section and will designate a
different Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and will
not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank.  A certificate of any Bank
claiming compensation under this Section and setting forth
the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error.  In
determining such amount, such Bank may use any reasonable
averaging and attribution methods.
Section 8.04.  Taxes.  (a) For the purposes of this
Section 8.04(a), the following terms have the following
meanings:
"Taxes" means any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings
with respect to any payment by the Borrower pursuant to this
Agreement or under any Note, and all liabilities with respect
thereto, excluding (i) in the case of each Bank and the
Servicing Agent, taxes imposed on its income, and franchise
or similar taxes imposed on it, by a jurisdiction under the
laws of which such Bank or the Servicing Agent (as the case
may be) is organized or in which its principal executive
office is located or, in the case of each Bank, in which its
Applicable Lending Office is located and (ii) in the case of
each Bank, any United States withholding tax imposed on such
payments but only to the extent that such Bank is subject to
United States withholding tax at the time such Bank first
becomes a party to this Agreement.
"Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or
similar charges or levies, which arise from any payment made
pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this
Agreement or any Note.
(b)	Any and all payments by the Borrower to or for the
account of any Bank or the Servicing Agent hereunder or under
any Note shall be made without deduction for any Taxes or
Other Taxes; provided that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such
payments, (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) such Bank or the Servicing Agent (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, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law and (iv)
the Borrower shall furnish to the Servicing Agent, at its
address referred to in Section 9.01, the original or a
certified copy of a receipt evidencing payment thereof.
(c)	The Borrower agrees to indemnify each Bank and the
Servicing Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by such Bank or the Servicing Agent
(as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect
thereto.  This indemnification shall be paid within 15 days
after such Bank or the Servicing Agent (as the case may be)
makes demand therefor.
(d)	Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each
Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each other
Bank, and from time to time thereafter if requested in
writing by the Borrower (but only so long as such Bank
remains lawfully able to do so), shall provide the Borrower
and the Servicing Agent with Internal Revenue Service form W-
8ECI or W-8BEN, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that
such Bank is entitled to benefits under an income tax treaty
to which the United States is a party which exempts the Bank
from United States withholding tax or reduces the rate of
withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant
to this Agreement is effectively connected with the conduct
of a trade or business in the United States.
(e)	For any period with respect to which a Bank has
failed to provide the Borrower or the Servicing Agent with
the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which such form
originally was required to be provided), such Bank shall not
be entitled to indemnification under Section 8.04(b) or (c)
with respect to Taxes imposed by the United States; provided
that if a Bank, which is otherwise exempt from or subject to
a reduced rate of withholding tax, becomes subject to Taxes
because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.
(f)	If the Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section,
then such Bank will change the jurisdiction of its Applicable
Lending Office if, in the judgment of such Bank, such change
(i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise
disadvantageous to such Bank.
Section 8.05 Base Rate Loans Substituted for Affected
Euro-Dollar Loans.  If (i) the obligation of any Bank to
make, or to continue or convert outstanding Loans as or to,
Euro-Dollar Loans has been suspended pursuant to Section 8.02
or (ii) any Bank has demanded compensation under Section 8.03
or 8.04 with respect to its Euro-Dollar Loans, and in any
such case the Borrower shall, by at least three Business
Days' prior notice to such Bank through the Servicing Agent,
have elected that the provisions of this Section shall apply
to such Bank, then, unless and until such Bank notifies the
Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist all
Loans which would otherwise be made by such Bank as (or
continued as or converted to) Euro-Dollar Loans shall instead
be Base Rate Loans on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans
of the other Banks.  If such Bank notifies the Borrower that
the circumstances giving rise to such suspension or demand
for compensation no longer exist, the principal amount of
each such Base Rate Loan shall be converted into a Euro-
Dollar Loan on the first day of the next succeeding Interest
Period applicable to any related Euro-Dollar Loans of the
other Banks.
Section 8.06.  Substitution of Bank.  If (i) the
obligation of any Bank to make Euro-Dollar Loans has been
suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03 or 8.04, the
Borrower shall have the right, with the assistance of the
Administrative Agents, to seek a mutually satisfactory
substitute bank or banks (which may be one or more of the
Banks) to purchase the Note and assume the Commitment of such
Bank.
ARTICLE 9
MISCELLANEOUS
Section 9.01.  Notices.  All notices, requests and
other communications to any party hereunder shall be in
writing (including bank wire, facsimile transmission or
similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Servicing Agent or either
Administrative Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any
Bank, at its address or facsimile number set forth in its
Administrative Questionnaire or (z) in the case of any party,
such other address, telex or facsimile number as such party
may hereafter specify for the purpose by notice to the
Servicing Agent, Administrative Agents and the Borrower.
Each such notice, request or other communication shall be
effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by
mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as
aforesaid or (iii) if given by any other means, when
delivered at the address specified in this Section; provided
that notices to the Servicing Agent under Article 2 or
Article 8 shall not be effective until received.
Section 9.02.  No Waivers.  No failure or delay by any
Agent or Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
Section 9.03.  Expenses, Documentary Taxes;
Indemnification.  (a) The Borrower shall pay (i) all out-of-
pocket expenses of the Administrative Agents, including
reasonable fees and disbursements of special counsel for the
Administrative Agents, in connection with the preparation and
administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged
Default hereunder and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by each Agent and Bank,
including the reasonable fees and disbursements of counsel,
in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings
resulting therefrom.
(b)	The Borrower agrees to indemnify each Agent and Bank,
their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an
"Indemnitee") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be
incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether
or not such Indemnitee shall be designated a party thereto)
brought or threatened, relating to or arising out of this
Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnitee shall have the right
to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of
competent jurisdiction.
Section 9.04.  Sharing of Set-Offs.  Each Bank agrees
that if it shall, by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of
the aggregate amount of principal and interest due with
respect to any Note held by it which is greater than the
proportion received by any other Bank in respect of the
aggregate amount of principal and interest due with respect
to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such
other adjustments shall be made, as may be required so that
all such payments of principal and interest with respect to
the Notes held by the Banks shall be shared by the Banks pro
rata; provided that nothing in this Section shall impair the
right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to
such exercise to the payment of indebtedness of the Borrower
other than its indebtedness under the Notes.   The Borrower
agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note,
whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim
and other rights with respect to such participation as fully
as if such holder of a participation were a direct creditor
of the Borrower in the amount of such participation.
Section 9.05.  Amendments and Waivers.  Any provision
of this Agreement or the Notes may be amended or waived if,
but only if, such amendment or waiver is in writing and is
signed by the Borrower and the Required Banks (and, if the
rights or duties of any Agent are affected thereby, by such
Agent); provided that no such amendment or waiver shall,
unless signed by each affected Bank, (i) increase or decrease
the Commitment of any Bank (except for a ratable decrease in
the Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate
of interest on any Loan or any fees hereunder or (iii)
postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for the
termination of any Commitment; and provided further that,
unless signed by all Banks, no such amendment or waiver shall
change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number of Banks,
which shall be required for the Banks or any of them to take
any action under this Section or any other provision of this
Agreement.
Section 9.06.  Successors and Assigns.  (a) The
provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.
(b)	Any Bank may at any time grant to one or more banks
or other institutions (each a "Participant") participating
interests in its Commitment or any or all of its Loans.  In
the event of any such grant by a Bank of a participating
interest to a Participant, whether or not upon notice to the
Borrower or any Agent, such Bank shall remain responsible for
the performance of its obligations hereunder, and the
Borrower, the Servicing Agent and the Administrative Agents
shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this
Agreement.  Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such
Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including,
without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement;
provided that such participation agreement may provide that
such Bank will not agree to any modification, amendment or
waiver of this Agreement described in clause (i), (ii) or
(iii) of Section 9.05 without the consent of the Participant.
The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled
to the benefits of Section 2.16 or Article 8 with respect to
its participating interest.  An assignment or other transfer
which is not permitted by subsection (c) or (d) below shall
be given effect for purposes of this Agreement only to the
extent of a participating interest granted in accordance with
this subsection (b).
(c)	Any Bank may at any time assign to one or more banks
or other institutions (each an "Assignee") all, or a
proportionate part (equal to an initial Commitment of not
less than $5,000,000) of all, of its rights and obligations
under this Agreement and the Notes, and such Assignee shall
assume such rights and obligations, pursuant to an Assignment
and Assumption Agreement in substantially the form of Exhibit
D hereto executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Borrower
and the Administrative Agents, which shall not be
unreasonably withheld; provided that, (i) if an Assignee is
another Bank or an affiliate of such transferor Bank, the
subscribed consent of the Borrower shall not be required and
the requirement that at least $5,000,000 be assigned shall
not apply and (ii) if an Event of Default has occurred and is
continuing, no such consent of the Borrower shall be
required.  Upon execution and delivery of such instrument and
payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party
to this Agreement and shall have all the rights and
obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be
released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall
be required.  Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the
Administrative Agents and the Borrower shall make appropriate
arrangements so that, if required, a new Note is issued to
the Assignee.  In connection with any such assignment, the
transferor Bank shall pay to the Servicing Agent an
administrative fee for processing such assignment in the
amount of $3,500.  If the Assignee is not incorporated under
the laws of the United States or a state thereof, it shall,
prior to the first date on which interest or fees are payable
hereunder for its account, deliver to the Borrower and the
Servicing Agent certification as to exemption from deduction
or withholding of any United States federal income taxes in
accordance with Section 8.04.
(d)	Any Bank may at any time assign all or any portion of
its rights under this Agreement and its Note to a Federal
Reserve Bank.  No such assignment shall release the
transferor Bank from its obligations hereunder.
(e)	No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater
payment under Section 8.03 or Section 8.04 than such Bank
would have been entitled to receive with respect to the
rights transferred, unless such transfer is made with the
Borrower's prior written consent or by reason of the
provisions of Section 8.02, 8.03 or 8.04 requiring such Bank
to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances
giving rise to such greater payment did not exist.
Section 9.07.  Confidentiality.  The Agents and each
Bank agree to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed
(a) to its affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other
advisors (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, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e)
in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or
the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as
those of this Section, to (i) any Assignee of or Participant
in, or any 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
securitization, swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Agents or any Bank
on a nonconfidential basis from a source other than the
Borrower.  For the purposes of this Section, "Information"
means all information received from the Borrower relating to
the Borrower or its business, other than any such information
that is available to the Agents or any Bank on a
nonconfidential basis prior to disclosure by the Borrower;
provided that, in the case of information received from the
Borrower after the date hereof, such information is clearly
identified at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of
Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would
accord to its own confidential information.
Section 9.08.  Collateral.  Each of the Banks
represents to each Agent and each of the other Banks that it
in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.
Section 9.09.  Governing Law; Submission to
Jurisdiction.  This Agreement and each Note shall be governed
by and construed in accordance with the laws of the State of
New York.  The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court
sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby.  The Borrower
irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.
Section 9.10.  Counterparts; Integration.  This
Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and
all prior agreements and understandings, oral or written,
relating to the subject matter hereof.
Section 9.11.  WAIVER OF JURY TRIAL.  EACH OF THE
BORROWER, THE AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.12.  USA Patriot Act.  Each Bank hereby
notifies the Borrower that pursuant to the requirements of
the USA Patriot Act, Title III of Pub. L. 107-56 (signed into
law October 26, 2001) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower,
which information includes the name and address of the
Borrower and other information that will allow such Bank to
identify the Borrower in accordance with the Act.


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.
THE CLOROX COMPANY
By:


Name:
Charles R.
Conradi

Title:
Treasurer
and Vice
President
of Tax


By:


Name:
Daniel J.
Heinrich

Title:
Chief
Financial
Officer

Address:    1221 Broadway
		    Oakland, California 94612
Attention:  Launy Senee, Assistant Treasurer
Facsimile:  510-271-6590
Taxpayer Identification Number:
31-0595760

Website:  www.clorox.com



CITICORP NORTH AMERICA, INC., as
a Bank, as Servicing Agent and
as Administrative Agent
By:


Title:





						Address: Citigroup Global
Agency
							    2 Penns Way
							    New Castle, DE
19720
					Attention: Jannet Wallace-
Himmler
						Facsimile: 302-894-6029
							      212-994-0961




JPMORGAN CHASE BANK, N.A., as a
Bank and as Administrative
Agent
By:


Name:
William
Rindfus

Title:
Vice
President

					Address: 270 Park Avenue
						   New York, NY 10017
					Attention: William Rindfuss
					Facsimile: 415-315-8586




GOLDMAN SACHS CREDIT PARTNERS
L.P.,
as a Bank and as Syndication
Agent
By:


Name:
William
Archer

Title:
Authorized
Signatory



(continued.)
(.continued)


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