<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                  $800,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                 March 31, 2006



                                      among

                                 ALLERGAN, INC.,
                            AS BORROWER AND GUARANTOR

                            THE ELIGIBLE SUBSIDIARIES
                               REFERRED TO HEREIN,
                                  AS BORROWERS

                             THE BANKS PARTY HERETO

                           JPMORGAN CHASE BANK, N.A.,
                             AS ADMINISTRATIVE AGENT

                               CITICORP USA, INC.,
                              AS SYNDICATION AGENT

                                       and

                             BANK OF AMERICA, N.A.,
                             AS DOCUMENTATION AGENT

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

                         J.P. MORGAN SECURITIES INC. AND
                         CITIGROUP GLOBAL MARKETS, INC.,
                  AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS


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                                TABLE OF CONTENTS

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


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                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definitions.....................................................6
Section 1.02.  Accounting Terms and Determinations............................21
Section 1.03.  Types of Borrowings............................................21

                                    ARTICLE 2
                                   THE CREDITS

Section 2.01.  Commitments to Lend............................................21
Section 2.02.  Notice of Committed Borrowings.................................22
Section 2.03.  Competitive Bid Borrowings.....................................22
Section 2.04.  Notice to Banks; Funding of Loans..............................26
Section 2.05.  Notes..........................................................27
Section 2.06.  Maturity of Loans..............................................28
Section 2.07.  Interest Rates.................................................28
Section 2.08.  Fees...........................................................30
Section 2.09.  Method of Electing Types of Interest Rates and Interest
        Periods for Dollar-Denominated Loans..................................30
Section 2.10.  Method of Electing Interest Periods for Alternative Currency
        Loans; Required Prepayments...........................................32
Section 2.11.  Termination or Reduction of Commitments........................33
Section 2.12.  Optional Prepayments...........................................33
Section 2.13.  General Provisions as to Payments..............................34
Section 2.14.  Funding Losses.................................................35
Section 2.15.  Computation of Interest and Fees...............................35
Section 2.16.  Judgment Currency..............................................35
Section 2.17.  Reserve Costs..................................................36
Section 2.18.  Letters of Credit..............................................37
Section 2.19. Increased Commitments, Additional Banks.........................42

                                    ARTICLE 3
                                   CONDITIONS

Section 3.01.  Effectiveness..................................................44
Section 3.02.  Borrowings and Issuance of Letters of Credit...................44
Section 3.03.  First Borrowing by Each Eligible Subsidiary....................45

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Corporate Existence and Power..................................46
</TABLE>



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Section 4.02.  Corporate and Governmental Authorization; No Contravention.....46
Section 4.03.  Binding Effect.................................................46
Section 4.04.  Financial Information..........................................46
Section 4.05.  Litigation.....................................................46
Section 4.06.  Compliance with ERISA..........................................46
Section 4.07.  Environmental Matters..........................................47
Section 4.08.  Taxes..........................................................47
Section 4.09.  Not an Investment Company......................................47
Section 4.10.  Full Disclosure................................................47
Section 4.11.  Subsidiaries...................................................48
Section 4.12.  Good Title to Properties.......................................48
Section 4.13.  Trademarks, Patents, Etc.......................................48

                                    ARTICLE 5
                                    COVENANTS

Section 5.01.  Information....................................................48
Section 5.02.  Payment of Obligations.........................................51
Section 5.03.  Maintenance of Property; Insurance.............................51
Section 5.04.  Conduct of Business and Maintenance of Existence...............51
Section 5.05.  Compliance with Laws...........................................52
Section 5.06.  Inspection of Property, Books and Records......................52
Section 5.07.  Subsidiary Debt................................................52
Section 5.08.  Leverage Ratio.................................................52
Section 5.09.  Interest Coverage Ratio........................................52
Section 5.10.  Negative Pledge................................................52
Section 5.11.  Consolidations, Mergers and Sales of Assets....................54
Section 5.12.  Use of Proceeds................................................54
Section 5.13.  Transactions with Affiliates...................................54

                                    ARTICLE 6
                                    DEFAULTS

Section 6.01.  Events of Default..............................................54
Section 6.02.  Notice of Default..............................................56
Section 6.03.   Cash Collateral...............................................57

                                    ARTICLE 7
                                   THE AGENTS

Section 7.01.  Appointment and Authorization..................................57
Section 7.02.  Administrative Agent and Affiliates............................57
Section 7.03.  Action by the Administrative Agent.............................57
Section 7.04.  Consultation with Experts......................................57
Section 7.05.  Liability of the Administrative Agent..........................57
Section 7.06.  Indemnification................................................58
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Section 7.07.  Credit Decision................................................58
Section 7.08.  Successor Administrative Agent.................................58
Section 7.09.  Administrative Agent's Fee.....................................59
Section 7.10.  Other Agents...................................................59

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.......59
Section 8.02.  Illegality.....................................................60
Section 8.03.  Increased Cost and Reduced Return..............................61
Section 8.04.  Taxes..........................................................63
Section 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans......66
Section 8.06.  Substitution of Bank...........................................66

                                    ARTICLE 9
                   REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

Section 9.01.  Existence and Power............................................67
Section 9.02.  Organization and Governmental Authorization; No Contravention..67
Section 9.03.  Binding Effect.................................................67
Section 9.04.  Taxes..........................................................67

                                   ARTICLE 10
                                    GUARANTY

Section 10.01.  The Guaranty..................................................68
Section 10.02.  Guaranty Unconditional........................................68
Section 10.03.  Discharge Only upon Payment in Full; Reinstatement in Certain
        Circumstances.........................................................69
Section 10.04.  Waiver by the Company.........................................69
Section 10.05.  Subrogation...................................................69
Section 10.06.  Stay of Acceleration..........................................69

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01.  Notices.......................................................70
Section 11.02.  No Waivers....................................................71
Section 11.03.  Expenses; Indemnification.....................................71
Section 11.04.  Sharing of Set-offs...........................................72
Section 11.05.  Amendments and Waivers........................................73
Section 11.06.  Successors and Assigns........................................74
Section 11.07.  Collateral....................................................76
Section 11.08.  Governing Law; Submission to Jurisdiction.....................76
Section 11.09.  Counterparts; Integration.....................................76
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Section 11.10.  Waiver of Jury Trial..........................................76
Section 11.11.  Patriot Act Notice............................................76
Section 11.12.  Confidentiality...............................................76
</TABLE>

Commitment Schedule
Pricing Schedule

Exhibit A     --     Form of Note
Exhibit B     --     Form of Competitive Bid Quote Request
Exhibit C     --     Form of Invitation for Competitive Bid Quotes
Exhibit D     --     Form of Competitive Bid Quote
Exhibit E     --     Form of Opinion of General Counsel for the Company
Exhibit F     --     Form of Opinion of Davis Polk & Wardwell, Special Counsel
                     to the Agent
Exhibit G     --     Form of Election to Participate
Exhibit H     --     Form of Election to Terminate
Exhibit I     --     Form of Assignment and Assumption Agreement
Exhibit J     --     Mandatory Costs Rate


                                       5
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

        AGREEMENT dated as of March 31, 2006 among ALLERGAN, INC., the ELIGIBLE
SUBSIDIARIES referred to herein, the BANKS party hereto, JPMorgan Chase Bank,
N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent and Bank
of America, N.A., as Documentation Agent.

                              W I T N E S S E T H:
                              - - - - - - - - - --

        WHEREAS, the Borrowers, the Banks party hereto and the Agents are
parties to a Credit Agreement dated as of October 11, 2002 (as amended to the
Effective Date (as defined below), the "EXISTING AGREEMENT"); and

        WHEREAS, the parties hereto wish to modify the Existing Agreement in a
number of respects, as more fully set forth below;

        NOW, THEREFORE, the parties hereto hereby agree that, on and as of the
Effective Date, the Existing Agreement is hereby amended and restated in its
entirety as follows:

                                   Article 1
                                   DEFINITIONS

        Section 1.01. Definitions. The following terms, as used herein, have the
following meanings:

        "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.

        "ADDITIONAL BANK" has the meaning set forth in Section 2.19.

        "ADJUSTED CASH" means an amount equal to 70% of the unrestricted cash
and cash equivalents denominated in Dollars or in any currency which is readily
exchangeable into Dollars and which is not, at such time, subject to any form of
exchange control regulation and which are payable by either their terms at an
address within the United States and by a United States resident or other person
having an address within the United States, owned by Allergan Pharmaceuticals
Holdings (Ireland) Limited ("APHIL"), a subsidiary of Allergan Holdings, Inc., a
Delaware corporation, or by the Company, such amount not to exceed $200,000,000
in respect of cash and cash equivalents owned by APHIL and $200,000,000 in
respect of cash and cash equivalents owned by the Company.

        "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent,


                                       6
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duly completed by such Bank and submitted to the Administrative Agent (with a
copy to the Company).

        "AFFILIATE" means (i) any Person (other than the Company and its
Subsidiaries) directly or indirectly controlling, controlled by, or under common
control with the Company or (ii) any Person (other than the Company and its
Subsidiaries) that owns or controls 20% or more of any class of equity
securities of the Company or any of its Subsidiaries or Affiliates. For the
purposes of this definition, "CONTROL" (including with correlative meanings, the
terms "CONTROLLING", "CONTROLLED BY," and "UNDER COMMON CONTROL WITH"), as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or
otherwise.

        "ADMINISTRATIVE AGENT" means JPMorgan Chase Bank, N.A., in its capacity
as administrative agent for the Banks hereunder, and its successors in such
capacity.

        "AGGREGATE LETTER OF CREDIT EXPOSURE" means, at any time, the sum,
without duplication, of (i) the aggregate amount that is (or may thereafter
become) available for drawing under all Letters of Credit outstanding at such
time and (ii) the aggregate unpaid amount of all Letter of Credit Reimbursement
Obligations at such time.

        "AGENT" means the Administrative Agent, the Documentation Agent or the
Syndication Agent.

        "AGREEMENT" means the Existing Agreement as amended and restated by this
Amended Agreement and as the same may be further amended from time to time after
the date hereof.

        "AMENDED AGREEMENT" means this Amended and Restated Credit Agreement
dated as of March 31, 2006.

        "ALTERNATIVE CURRENCIES" means the Euro, Canadian dollars, Japanese yen,
British pounds sterling and Australian dollars, provided that any other currency
(except Dollars) shall also be an Alternative Currency if (i) the Company
requests, by notice to the Administrative Agent, that such currency be included
as an additional Alternative Currency for purposes of this Agreement, (ii) such
currency is freely transferable and freely convertible into Dollars, (iii)
deposits in such currency are customarily offered to banks in the London
interbank market and (iv) each Bank either (x) approves the inclusion of such
currency as an additional Alternative Currency for purposes hereof or (y) fails
to notify the Administrative Agent that it objects to such inclusion within five
Domestic Business Days after the Administrative Agent notifies it of the
Company's request for such inclusion.



                                       7
<PAGE>

        "ALTERNATIVE CURRENCY-DENOMINATED LOAN" means a Loan that is made in an
Alternative Currency in accordance with the applicable Notice of Borrowing.

        "ALTERNATIVE CURRENCY LOAN" means a Committed Loan that is an
Alternative Currency-Denominated Loan.

        "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-Currency Loans, its Euro-Currency Lending Office and (iii) in the case
of its Competitive Bid Loans, its Competitive Bid Lending Office.

        "APPROVED FUND" means any Fund that is administered or managed by (i) a
Bank, (ii) an affiliate of a Bank or (iii) an entity or an affiliate of an
entity that administers or manages a Bank.

        "ASSIGNEE" has the meaning set forth in Section 11.06(c).

        "BANK" means each financial institution listed on the signature pages
hereof, each Additional Bank or Assignee which becomes a Bank pursuant to
Section 2.19 or Section 11.06(c), and their respective successors, provided that
for purposes of any determination made with respect to Citicorp USA, Inc. under
Section 8.01(b), 8.02 or 8.03, the term "BANK" shall be deemed to include
Citibank, N.A.

        "BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the Prime 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 (i) a Committed Loan that is outstanding as a
Base Rate Loan in accordance with the applicable Notice of Committed Borrowing
or an applicable Notice of Interest Rate Election or pursuant to Article 8 or
the last sentence of Section 2.09(a) or (ii) an overdue amount which was a Base
Rate Loan immediately before it became overdue.

        "BORROWER" means the Company or any Eligible Subsidiary, as the context
may require, and their respective successors, and "BORROWERS" means all of the
foregoing.

        "BORROWING" has the meaning set forth in Section 1.03.

        "COMMITMENT" means (i) with respect to any Bank listed on the Commitment
Schedule attached hereto, the amount set forth opposite its name on such
Commitment Schedule as its Commitment, (ii) with respect to any Additional Bank,
the amount of the Commitment assumed by it pursuant to Section 2.19 or (iii)
with respect to any Assignee, the amount of the transferor Bank's Commitment
assigned to such Assignee pursuant to Section 11.06(c), in



                                       8
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each case as such amount may be changed from time to time pursuant to Section
2.11, Section 2.19 or Section 11.06(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 Borrowers hereunder.

        "COMMITTED LOAN" means a loan made by a Bank 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 "COMMITTED
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.

        "COMPANY" means Allergan, Inc., a Delaware corporation, and its
successors.

        "COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).

        "COMPETITIVE BID ABSOLUTE RATE LOAN" means a Dollar-Denominated Loan
made by a Bank pursuant to an Absolute Rate Auction.

        "COMPETITIVE BID LENDING OFFICE" means, as to each Bank, its Domestic
Lending Office, Euro-Currency Lending Office or such other office, branch or
affiliate of such Bank as it may hereafter designate as its Competitive Bid
Lending Office by notice to the Company and the Administrative Agent; provided
that any Bank may from time to time by notice to the Company and the
Administrative Agent designate separate Competitive Bid Lending Offices for (i)
its Competitive Bid LIBOR Loans, (ii) its Competitive Bid Absolute Rate Loans
and (iii) its Competitive Bid Loans in different currencies, in which case all
references herein to the Competitive Bid Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

        "COMPETITIVE BID LIBOR LOAN" means a Dollar-Denominated Loan or an
Alternative Currency-Denominated Loan made by a Bank pursuant to a LIBOR Auction
(including such a Loan bearing interest at the Base Rate pursuant to Section
8.01(a)).

        "COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan.

        "COMPETITIVE BID MARGIN" has the meaning set forth in Section 2.03(d).

        "COMPETITIVE BID QUOTE" means an offer by a Bank to make a Competitive
Bid Loan in accordance with Section 2.03.

         "CONSOLIDATED EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in



                                       9
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determining Consolidated Net Income for such period, the aggregate amount of (i)
Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation and
amortization and (iv) any other non-cash charges (not including accruals), and
minus (b) without duplication and to the extent included in determining
Consolidated Net Income for such period, any other non-cash income (not
including accruals).

        "CONSOLIDATED INTEREST EXPENSE" means, for any period, the consolidated
interest expense of the Company and its Consolidated Subsidiaries for such
period.

        "CONSOLIDATED NET DEBT" means at any date, (i) the Debt of the Company
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date, minus (ii) Adjusted Cash at such date.

        "CONSOLIDATED NET INCOME" means, for any period, the consolidated net
income of the Company and its Consolidated Subsidiaries, before extraordinary
items of gain or loss, for such period.

        "CONSOLIDATED NET WORTH" means at any date the consolidated
stockholders' equity of the Company 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 Company in
its consolidated financial statements if such statements were prepared as of
such date.

        "CREDIT EXPOSURE" means, with respect to any Bank at any time, (i) the
amount of its Commitment (whether used or unused) at such time or (ii) if the
Commitments have terminated in their entirety, the sum of (i) the aggregate
outstanding principal amount of its Loans plus (ii) its Percentage of the
Aggregate Letter of Credit Exposure at such time.

        "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 Debt secured
by a Lien on any asset of such Person, whether or not such Debt is otherwise an
obligation of such Person and (vi) all Debt of others Guaranteed by such Person.

        "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.



                                       10
<PAGE>

        "DOCUMENTATION AGENT" means Bank of America, N.A. in its capacity as
documentation agent in connection with the credit facility provided under this
Agreement.

        "DOLLAR AMOUNT" means:

                        (i) with respect to any Dollar-Denominated Loan at any
                time, the principal amount thereof then outstanding;

                        (ii) with respect to any Letter of Credit Liabilities
                denominated in Dollars, the face amount thereof at such time;

                        (iii) with respect to any Alternative
                Currency-Denominated Loan at any time during any Interest Period
                applicable thereto, the principal amount thereof then
                outstanding in the relevant Alternative Currency, converted to
                Dollars at the Administrative Agent's spot buying rate for
                Dollars against such Alternative Currency as of approximately
                11:00 A.M. (London time) three Euro-Currency Business Days
                before the first day of such Interest Period; and

                        (iv) with respect to any Letter of Credit Liabilities
                denominated in any Alternative Currency, the face amount thereof
                at the relevant Alternative Currency, converted into Dollars at
                the Administrative Agent's spot buying rate for Dollars against
                such Alternative Currency as of approximately 11:00 A.M. (London
                time) on the Euro-Currency Business Day of such calculation.

If an Alternative Currency-Denominated Loan is not paid when due, the Dollar
Amount thereof shall be recalculated as contemplated by clause (iii) above on
the due date thereof and at three-month intervals thereafter until such Loan is
paid in full.

        "DOLLAR-DENOMINATED LOAN" means a Loan that is made in Dollars in
accordance with the applicable Notice of Borrowing.

        "DOLLARS" and the sign "$" mean lawful money of the United States.

        "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.

        "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 Company and the Administrative Agent.



                                       11
<PAGE>

        "EFFECTIVE DATE" means the date this Amended Agreement becomes effective
in accordance with Section 3.01.

        "ELECTION TO PARTICIPATE" means an Election to Participate substantially
in the form of Exhibit G hereto.

        "ELECTION TO TERMINATE" means an Election to Terminate substantially in
the form of Exhibit H hereto.

        "ELIGIBLE SUBSIDIARY" means any wholly owned Consolidated Subsidiary as
to which an Election to Participate shall have been delivered to the
Administrative Agent and as to which an Election to Terminate shall not have
been delivered to the Administrative Agent. Each such Election to Participate
and Election to Terminate shall be duly executed on behalf of such Subsidiary
and the Company in such number of copies as the Administrative Agent may
request. The delivery of an Election to Terminate shall not affect any
obligation of an Eligible Subsidiary theretofore incurred. The Administrative
Agent shall promptly give notice to the Banks of the receipt of any Election to
Participate or Election to Terminate.

        "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, 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, 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 Company, 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 Company or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

        "EURO" means the single currency of the Participating Member States.

        "EURO-CURRENCY BUSINESS DAY" means a Euro-Dollar Business Day, unless
such term is used in connection with an Alternative Currency-Denominated
Borrowing or Alternative Currency-Denominated Loan for which funds are to be
paid or made available in such Alternative Currency on such day, in which case
such day shall not be a Euro-Currency Business Day unless commercial banks are



                                       12
<PAGE>

open for domestic and international business (including dealings in deposits in
such Alternative Currency) in both London and the place where such funds are to
be paid or made available.

        "EURO-CURRENCY 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-Currency Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Currency Lending Office by notice
to the Company and the Administrative Agent; provided that any Bank may from
time to time by notice to the Borrower and the Administrative Agent designate
separate Euro-Currency Lending Office for its Loans in different currencies, in
which case all references herein to the Euro-Currency Lending Office of such
Bank shall be deemed to refer to any or all of such offices, as the context may
require.

        "EURO-CURRENCY LOAN" means a Euro-Dollar Loan or an Alternative Currency
Loan.

        "EURO-CURRENCY MARGIN" means the applicable rate per annum determined in
accordance with the Pricing Schedule.

        "EURO-CURRENCY REFERENCE BANKS" means the principal London offices of
Bank of America, N.A., Citibank, N.A., and JPMorgan Chase Bank, N.A.

        "EURO-CURRENCY 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-Currency 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).

        "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
Dollar deposits) in London.

        "EURO-DOLLAR LOAN" means (i) a Committed Loan that is outstanding as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed Borrowing
or an applicable Notice of Interest Rate Election or (ii) an overdue amount
which was a Euro-Dollar Loan immediately before it became overdue.

        "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

        "EXISTING AGREEMENT" has the meaning set forth in the recitals hereto.



                                       13
<PAGE>

        "FACILITY FEE RATE" means the applicable rate per annum determined in
accordance with the Pricing Schedule.

        "FAS 87" means United States Financial Accounting Standard No. 87.

        "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 Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to JPMorgan Chase Bank, N.A. on such day on
such transactions as determined by the Administrative Agent.

        "FIXED RATE LOANS" means Euro-Currency Loans or Competitive Bid Loans
(excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.

        "FUND" means any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

        "GROUP OF LOANS" means at any time a group of Loans consisting of (i)
all Committed Loans to the same Borrower which are Base Rate Loans at such time
or (ii) all Euro-Currency Loans to the same Borrower which are in the same
currency and have the same Interest Period at such time; provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Section 8.02 or 8.04, 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.

        "GOVERNMENTAL AUTHORITY" means any federal, state, local, foreign or
other governmental or administrative body, instrumentality, department or agency
or any court, tribunal, administrative hearing body, arbitration panel,
commission or other similar dispute resolving panel or body.

        "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



                                       14
<PAGE>

financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the holder of such Debt of the payment
thereof or to protect such holder 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.

        "GUARANTOR" means the Company in its capacity as guarantor of the
obligations of the Eligible Subsidiaries pursuant to the provisions of Article
10.

        "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

        "INCREASED COMMITMENTS" has the meaning set forth in Section 2.19.

        "INDEMNITEE" has the meaning set forth in Section 11.03(b).

        "INTEREST COVERAGE RATIO" means, at any date, the ratio of (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters of the
Company then ended to (ii) Consolidated Interest Expense for such period.

        "INTEREST PERIOD" means: (1) with respect to each Euro-Currency Loan, a
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter, as the Company may
elect in the applicable notice or, if each Bank agrees, nine or twelve months
thereafter; provided that:

                        (a) any Interest Period (other than an Interest Period
                determined pursuant to clause (c) below) which would otherwise
                end on a day which is not a Euro-Currency Business Day for the
                relevant currency shall be extended to the next succeeding
                Euro-Currency Business Day for such currency unless such
                Euro-Currency Business Day falls in another calendar month, in
                which case such Interest Period shall end on the next preceding
                Euro-Currency Business Day for such currency;

                        (b) any Interest Period which begins on the last
                Euro-Currency Business Day for the relevant currency in 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 (c) below, end on the
                last Euro-Currency Business Day for the relevant currency in a
                calendar month; and

                        (c) any Interest Period which would otherwise end after
                the Termination Date shall end on the Termination Date (or, if
                the Termination Date is not a Euro-Currency Business Day for the
                relevant currency, the next preceding Euro-Currency Business Day
                for such currency).

        (2) with respect to each Competitive Bid LIBOR Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending a minimum of one month thereafter, as the Company may elect
in accordance with Section 2.03; provided that:

                        (a) any Interest Period (other than an Interest Period
                determined pursuant to clause (c) below) which would otherwise
                end on a day which is not a Euro-Dollar Business Day shall be
                extended to the next succeeding Euro-Dollar Business Day unless
                such Euro-Dollar Business Day falls in another calendar month,
                in which case such Interest Period shall end on the next
                preceding Euro-Dollar Business Day;

                        (b) any Interest Period which begins on the last
                Euro-Dollar 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 (c) below, end on the last Euro-Dollar Business Day of a
                calendar month; and



                                       15
<PAGE>

                        (c) any Interest Period which would otherwise end after
                the Termination Date shall end on the Termination Date.

        (3) with respect to each Competitive Bid Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 15 days)
as the Company may elect in accordance with Section 2.03; provided that:

                        (a) any Interest Period (other than an Interest Period
                determined pursuant to clause (b) below) which would otherwise
                end on a day which is not a Euro-Dollar Business Day shall be
                extended to the next succeeding Euro-Dollar Business Day; and

                        (b) any Interest Period which would otherwise end after
                the Termination Date shall end on the Termination Date.

        "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

        "ISSUING BANK" means JPMorgan Chase Bank, N.A. or any other Bank
designated by the Company that may agree to issue letters of credit hereunder



                                       16
<PAGE>

pursuant to an instrument in form reasonably satisfactory to the Administrative
Agent, each in its capacity as an issuer of a Letter of Credit hereunder.

        "LETTER OF CREDIT" means a letter of credit to be issued hereunder by an
Issuing Bank.

        "LETTER OF CREDIT LIABILITIES" means, for any Bank and at any time, such
Bank's ratable participation in the sum of (x) the aggregate amount then owing
by the Borrower in respect of amounts paid by the Issuing Bank upon a drawing
under a Letter of Credit issued hereunder and (y) the aggregate amount then
available for drawing under all outstanding Letters of Credit.

        "LETTER OF CREDIT REIMBURSEMENT OBLIGATIONS" means, at any time, all
obligations of the Borrower to reimburse the Issuing Banks for amounts paid by
the Issuing Banks in respect of drawings under Letters of Credit, including any
portion of any such obligations to which a Bank has become subrogated pursuant
to Section 2.18(c).

        "LETTER OF CREDIT TERMINATION DATE" means the fifth Domestic Business
Day prior to the Termination Date.

        "LEVERAGE RATIO" means, at any date, the ratio of (i) Consolidated Net
Debt at such date to (ii) Consolidated EBITDA for the period of four consecutive
fiscal quarters most recently ended on or prior to such date for which financial
statements have been or are required to have been delivered on or prior to such
date pursuant to Section 5.01(a) or Section 5.01(b). Consolidated EBITDA for
each four-quarter period will be adjusted on a pro-forma basis to reflect any
material acquisition or disposition closed during such period as if such
transaction had been closed on the first day of such period.

        "LIBOR AUCTION" means a solicitation of Competitive Bid Quotes setting
forth Competitive Bid Margins based on the London Interbank Offered Rate
pursuant to Section 2.03.

        "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest in respect of such asset. For the purposes of this Agreement, the
Company 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 Base Rate Loan or a Euro-Currency Loan or a Competitive
Bid Loan and "LOANS" means Base Rate Loans or Euro-Currency Loans or Competitive
Bid Loans or any combination of the foregoing.



                                       17
<PAGE>

        "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.07(b).

        "MANDATORY COSTS RATE" means the percentage per annum calculated by the
Administrative Agent in accordance with Exhibit J hereto.

        "MARGIN STOCK" has the meaning set forth in Regulation U of the Board of
Governors of the Federal Reserve System.

        "MATERIAL DEBT" means Debt (other than the Loans) of the Company and/or
one or more of its Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal amount exceeding $50,000,000.

        "MATERIALLY ADVERSE EFFECT" means any materially adverse change in the
business, operations, condition (financial or otherwise) or assets of the
Company and its Subsidiaries taken as a whole.

        "MATERIAL PLAN" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $20,000,000.

        "MOODY'S" means Moody's Investors Services, Inc., or any successor to
such corporation's business of rating debt securities.

        "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.

        "NOTES" means promissory notes of a Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of such Borrower to repay the
Loans made to it, and "NOTE" means any one of such promissory notes issued
hereunder.

        "NOTICE OF BORROWING" means a Notice of Committed Borrowing or a Notice
of Competitive Bid Borrowing.

        "NOTICE OF COMMITTED BORROWING" has the meaning set forth in Section
2.02.

        "NOTICE OF COMPETITIVE BID BORROWING" has the meaning set forth in
Section 2.03(f).

        "NOTICE OF INTEREST RATE ELECTION" means a notice by the Company
electing a type of interest rate and/or the duration of an Interest Period as
provided in Section 2.09(a) or 2.10.



                                       18
<PAGE>

        "NOTICE OF ISSUANCE" has the meaning set forth in Section 2.18(b)(i).

        "OVERNIGHT LIBO RATE" has the meaning set forth in Section 2.07(c).

        "PARENT" means, with respect to any Bank, any Person controlling such
Bank.

        "PARTICIPANT" has the meaning set forth in Section 11.06(b).

        "PARTICIPATING MEMBER STATES" means the members of the European Union
from time to time which adopt a single, shared currency.

        "PAYMENT DATE" has the meaning set forth in Section 2.18(c)(i).

        "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

        "PERCENTAGE" means, with respect to any Bank at any time, the percentage
which the amount of its Commitment at such time represents of the aggregate
amount of all the Commitments at such time. At any time after the Commitments
shall have terminated, the term "PERCENTAGE" shall refer to a Bank's Percentage
immediately before such termination.

        "PERSON" means an individual, a corporation, a limited liability
company, a partnership, 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.

        "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

        "PRIME RATE" means the rate of interest publicly announced by JPMorgan
Chase Bank, N.A. in New York City from time to time as its Prime Rate.

        "QUARTERLY PAYMENT DATE" means each March 15, June 15, September 15 and
December 15.

        "REGISTER" has the meaning specified in Section 2.05(a).

        "REIMBURSEMENT DATE" has the meaning specified in Section 2.18(c)(i).



                                       19
<PAGE>

        "REIMBURSEMENT OBLIGATION" has the meaning specified in Section
2.18(c)(i).

        "RELATED PARTIES" means, with respect to any specified Person, such
Person's affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's affiliates.

        "REQUIRED BANKS" means at any time Banks having more than 50% of the
aggregate amount of the Credit Exposures.
        "SEC" means the U.S. Securities and Exchange Commission.

        "S&P" means Standard & Poor's Ratings Services, or any successor to its
business of rating debt securities.

        "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 Company.

        "SYNDICATION AGENT" means Citicorp USA, Inc., in its capacity as
syndication agent in connection with the credit facility provided under this
Agreement.

        "TERMINATION DATE" means March 31, 2011 or, if such day is not a
Euro-Currency Business Day, the next succeeding Euro-Currency Business Day.

        "TOTAL OUTSTANDING AMOUNT" means, at any time, the sum of (i) the
aggregate outstanding Dollar Amount of the Loans (including both Committed Loans
and Competitive Bid Loans) determined at such time after giving effect, if one
or more Loans are being made at such time, to any substantially concurrent
application of the proceeds thereof to repay one or more other Loans plus,
without duplication, (ii) the aggregate Dollar Amount of the Letter of Credit
Liabilities of all Banks at such time.

        "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
FAS 87, 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
thereof and the District of Columbia, but excluding its territories and
possessions.

        "UTILIZATION" has the meaning set forth in the Pricing Schedule.



                                       20
<PAGE>

        "WHOLLY-OWNED SUBSIDIARY" means any 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 Company.

        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 Company's
independent public accountants) with the most recent audited consolidated
financial statements of the Company and its Consolidated Subsidiaries delivered
to the Banks; provided that, if the Company notifies the Administrative Agent
that the Company 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 Agent notifies the Company
that the Required Banks wish to amend Article 5 for such purpose), then the
Company'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 Company and the Required Banks.

        Section 1.03. Types of Borrowings. The term "BORROWING" denotes the
aggregation of Loans by one or more Banks to be made to a single Borrower
pursuant to Article 2 on a single date, all of which Loans (i) are made in the
same currency, (ii) in the case of Loans denominated in Dollars, are of the same
type (subject to Article 8) and (iii) except in the case of Base Rate Loans,
have the same Interest Period or initial Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the currency
and/or pricing of Loans comprising such Borrowing (e.g., a "EURO-DOLLAR
BORROWING" is a Borrowing comprised of Euro-Dollar Loans) or by reference to the
provisions of Article 2 under which participation therein is determined (i.e., a
"COMMITTED BORROWING" is a Borrowing under Section 2.01 in which all Banks
participate in proportion to their Commitments, while a "COMPETITIVE BID
BORROWING" is a Borrowing under Section 2.03 in which the Bank participants are
determined on the basis of their bids in accordance therewith).

                                    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 Company
or any Eligible Subsidiary pursuant to this Section from time to time prior to
the Termination Date; provided that, immediately after each such loan is made:
(i) the



                                       21
<PAGE>

sum of the aggregate Dollar Amount of Committed Loans by such Bank plus
the Dollar Amount of its Letter of Credit Liabilities shall not exceed the
amount of its Commitment and (ii) the Total Outstanding Amount shall not exceed
the aggregate amount of the Commitments. Each Borrowing of Dollar-Denominated
Loans under this Section shall be in an aggregate principal amount of at least
$5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing
may be in the aggregate amount available in accordance with Section 3.02(c)).
Each Borrowing in an Alternative Currency shall be in an aggregate Dollar Amount
of at least $5,000,000. Each Borrowing under this Section, in any currency,
shall be made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrowers 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 under this Section.

        Section 2.02. Notice of Committed Borrowings. The Company shall give the
Administrative Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than
11:00 A.M. (New York City time) on (i) the date of each Base Rate Borrowing,
(ii) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and
(iii) the fourth Euro-Currency Business Day before each Alternative Currency
Borrowing, specifying:

        (a) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Domestic Borrowing or a Euro-Currency Business Day for the
relevant currency in the case of a Euro-Currency Borrowing;

        (b) the currency and aggregate amount (in such currency) of such
Borrowing;

        (c) if such Borrowing is comprised of Dollar-Denominated Loans, whether
such Loans are to be Base Rate Loans or Euro-Dollar Loans; and

        (d) in the case of a Euro-Currency Borrowing, the duration of the
initial Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.

        Section 2.03. Competitive Bid Borrowings.

        (a) The Competitive Bid Option. In addition to Committed Borrowings
pursuant to Section 2.01, the Company may, as set forth in this Section, request
the Banks to make offers to make Competitive Bid Loans to any of the Borrowers.
The Banks may, but shall have no obligation to, make such offers and the Company
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section.

        (b) Competitive Bid Quote Request. When the Company wishes to request
offers to make Competitive Bid Loans under this Section, it shall transmit to
the Administrative Agent by telex or facsimile transmission a Competitive Bid



                                       22
<PAGE>

Quote Request substantially in the form of Exhibit B hereto so as to be received
no later than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar
Business Day prior to the date of Borrowing proposed therein, in the case of a
LIBOR Auction or (y) the Domestic Business Day immediately before the date of
Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Company and the Administrative Agent
shall have mutually agreed and shall have notified to the Banks not later than
the date of the Competitive Bid Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective) specifying:

(i)     the proposed date of Borrowing, which shall be a Euro-Currency Business
        Day for the relevant currency in the case of a LIBOR Auction or a
        Domestic Business Day in the case of an Absolute Rate Auction;

(ii)    the proposed currency and the aggregate amount (in such currency) of
        such Borrowing, which shall be $5,000,000 or a larger multiple of
        $1,000,000 for each Borrowing of Dollar-Denominated Loans and at least
        $5,000,000 in Dollar Amount for each Borrowing in an Alternative
        Currency;

(iii)   the duration of the Interest Period applicable thereto, subject to the
        provisions of the definition of Interest Period; and

(iv)    if such Borrowing is comprised of Dollar-Denominated Loans, whether the
        Competitive Bid Quotes requested are to set forth a Competitive Bid
        Margin or a Competitive Bid Absolute Rate.

        The Company may request offers to make Competitive Bid Loans for more
than one Interest Period in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within five Euro-Dollar Business
Days (or such other number of days as the Company and the Administrative Agent
may agree) of any other Competitive Bid Quote Request.

        (c) Invitation for Competitive Bid Quotes. Promptly upon receipt of a
Competitive Bid Quote Request, the Administrative Agent shall send to the Banks
by telex or facsimile transmission an Invitation for Competitive Bid Quotes
substantially in the form of Exhibit C hereto, which shall constitute an
invitation by the Company to each Bank to submit Competitive Bid Quotes offering
to make the Competitive Bid Loans to which such Competitive Bid Quote Request
relates in accordance with this Section.

        (d) Submission and Contents of Competitive Bid Quotes. (i) Each Bank may
submit a Competitive Bid Quote containing an offer or offers to make Competitive
Bid Loans in response to any Invitation for Competitive Bid Quotes. Each
Competitive Bid Quote must comply with the requirements of this subsection (d)
and must be submitted to the Administrative Agent by telex or



                                       23
<PAGE>

facsimile transmission at its office in New York City referred to in Section
11.01 not later than (x) 2:00 P.M. (New York City time) on the fourth
Euro-Currency Business Day prior to the proposed date of Borrowing, in the case
of a LIBOR Auction or (y) 9:45 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); provided that Competitive Bid
Quotes submitted by the Administrative Agent (or any affiliate of the
Administrative Agent) in the capacity of a Bank may be submitted, and may only
be submitted, if the Administrative Agent or such affiliate notifies the Company
of the terms of the offer or offers contained therein not later than (x) one
hour prior to the deadline for the other Banks, in the case of a LIBOR Auction,
or (y) 15 minutes prior to the deadline for the other Banks, in the case of an
Absolute Rate Auction. Subject to Article 3 and 6, any Competitive Bid Quote so
made shall be irrevocable except with the written consent of the Administrative
Agent given on the instructions of the Company.

                (i) Each Competitive Bid Quote shall be in substantially the
        form of Exhibit D hereto and shall in any case specify:

                        (A) the proposed date of Borrowing,

                        (B) the currency and the principal amount (in the
                relevant currency) of the Competitive Bid Loan for which each
                such offer is being made, which principal Dollar Amount (w) may
                be greater than or less than the Commitment of the quoting Bank,
                (x) for each Borrowing of Dollar-Denominated Loans, must be
                $5,000,000 or a larger multiple of $1,000,000 and for each
                Borrowing in an Alternative Currency, must be at least
                $5,000,000, (y) may not exceed the principal amount of
                Competitive Bid Loans for which offers being made by such
                quoting Bank may be accepted, and (z) may be subject to an
                aggregate limitation as to the principal amount of Competitive
                Bid Loans for which offers being made by such quoting Bank may
                be accepted,

                        (C) in the case of a LIBOR Auction, the margin above or
                below the applicable London Interbank Offered Rate (the
                "COMPETITIVE BID MARGIN") offered for each such Competitive Bid
                Loan, expressed as a percentage (specified to the nearest
                1/10,000th of 1%) to be added to or subtracted from such base
                rate,

                        (D) in the case of an Absolute Rate Auction, the rate of
                interest per annum (specified to the nearest 1/10,000th of 1%)



                                       24
<PAGE>

                (the "COMPETITIVE BID ABSOLUTE RATE") offered for each such
                Competitive Bid Loan, and (E) the identity of the quoting Bank.

        A Competitive Bid Quote may set forth up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Competitive Bid Quotes.

                (ii) Any Competitive Bid Quote shall be disregarded if it:

                        (A) is not substantially in conformity with Exhibit D
                hereto or does not specify all of the information required by
                subsection (d)(ii);

                        (B) contains qualifying, conditional or similar
                language;

                        (C) proposes terms other than or in addition to those
                set forth in the applicable Invitation for Competitive Bid
                Quotes; or

                        (D) arrives after the time set forth in subsection
                (d)(i).

        (e) Notice to Borrower. The Administrative Agent shall promptly notify
the Company of the terms (x) of any Competitive Bid Quote submitted by a Bank
that is in accordance with subsection (d) and (y) of any Competitive Bid Quote
that amends, modifies or is otherwise inconsistent with a previous Competitive
Bid Quote submitted by such Bank with respect to the same Competitive Bid Quote
Request. Any such subsequent Competitive Bid Quote shall be disregarded by the
Administrative Agent unless such subsequent Competitive Bid Quote is submitted
solely to correct a manifest error in such former Competitive Bid Quote. The
Administrative Agent's notice to the Company shall specify (A) the aggregate
principal amount of Competitive Bid Loans for which offers have been received
for each Interest Period specified in the related Competitive Bid Quote Request,
(B) the respective principal amounts and Competitive Bid Margins or Competitive
Bid Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Competitive Bid Loans for which
offers in any single Competitive Bid Quote may be accepted.

        (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Currency Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed
date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Company and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the



                                       25
<PAGE>

Competitive Bid Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Company shall notify the
Administrative Agent of the acceptance or non-acceptance of the offers so
notified to it pursuant to subsection (e). In the case of acceptance, such
notice (a "NOTICE OF COMPETITIVE BID BORROWING") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Company may accept any Competitive Bid Quote in whole or in part; provided that:

                (i) the aggregate principal amount of each Competitive Bid
        Borrowing may not exceed the applicable amount set forth in the related
        Competitive Bid Quote Request,

                (ii) the Dollar Amount of (A) each Competitive Bid Borrowing of
        Dollar-Denominated Loans must be $5,000,000 or a larger multiple of
        $1,000,000 and (B) each Competitive Bid Borrowing in an Alternative
        Currency must at least be $5,000,000,

                (iii) acceptance of offers may only be made on the basis of
        ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as
        the case may be, and

                (iv) the Company may not accept any offer that is described in
        subsection (d)(iii) or that otherwise fails to comply with the
        requirements of this Agreement.

        (g) Allocation by Administrative Agent. If offers are made by two or
more Banks with the same Competitive Bid Margins or Competitive Bid Absolute
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which such offers are accepted for the related Interest
Period, the principal amount of Competitive Bid Loans in respect of which such
offers are accepted shall be allocated by the Administrative Agent among such
Banks as nearly as possible (in multiples of $1,000,000 or its equivalent in
applicable Alternative Currency, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Administrative Agent of the amounts of Competitive Bid
Loans shall be conclusive in the absence of manifest error.

        Section 2.04. Notice to Banks; Funding of Loans.

        (a) Upon receipt of a Notice of Borrowing, the Administrative Agent
shall promptly notify each Bank of the contents thereof (including the name of
the Borrower) and of such Bank's share (if any) of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by such Borrower.

        (b) On the date of each Borrowing, each Bank participating therein
shall:



                                       26
<PAGE>

                (i) if such Borrowing is to be made in Dollars, make available
        its share of such Borrowing in Dollars, not later than 12:00 Noon (New
        York City time), in Federal or other funds immediately available in New
        York City, to the Administrative Agent at its address in New York City
        referred to in Section 11.01; or

                (ii) if such Borrowing is to be made in an Alternative Currency,
        make available its share of such Borrowing in such Alternative Currency
        (in such funds as may then be customary for the settlement of
        international transactions in such Alternative Currency) to the account
        of the Administrative Agent at such time and place as shall have been
        notified by the Administrative Agent to the Banks by not less than four
        Domestic Business Days' notice.

        Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the relevant Borrower at
the aforesaid address or place.

        (c) Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available
to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsection (b) of this Section and the Administrative Agent may, in reliance
upon such assumption, make available to the relevant 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 Administrative Agent, such Bank and such Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to such Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of such 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 Borrowing is in Dollars) or the applicable
London Interbank Offered Rate (if such Borrowing is in an Alternative Currency).
If such Bank shall repay to the Administrative 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) The Administrative Agent shall maintain a
register (the "REGISTER") on which it will record the Commitment of each Bank,
each Loan made by such Bank and each repayment of any Loan made by such Bank.
Any such recordation by the Administrative Agent on the Register shall be
presumptively correct, absent manifest error. Failure to make any such
recordation, or any error in such recordation, shall not affect any Borrower's
obligations hereunder.



                                       27
<PAGE>

        (b) Each Borrower hereby agrees that, promptly upon the request of any
Bank at any time, such Borrower shall deliver to such Bank a single Note, in
substantially the form of Exhibit A hereto, duly executed by such Borrower and
payable to the order of such Bank and representing the obligation of such
Borrower to pay the unpaid principal amount of Loans made to such Borrower by
such Bank, with interest as provided herein on the unpaid principal amount from
time to time outstanding.

        (c) Each Bank shall record the date, currency, amount (in such
currency), type and maturity of each Loan made by it to each Borrower and the
date and amount of each payment of principal made by such Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of any of its Notes, 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 such Bank to make any
such recordation or endorsement shall not affect the obligations of any Borrower
hereunder or under the Notes. Such Bank is hereby irrevocably authorized by each
Borrower so to endorse any Note of such Borrower and to attach to and make a
part of any Note a continuation of any such schedule as and when required.

        Section 2.06. Maturity of Loans. (a) Each Committed Loan shall mature,
and the principal amount thereof shall be due and payable, on the Termination
Date (or, if the Termination Date is not a Euro-Currency Business Day for the
relevant currency, the next preceding Euro-Currency Business Day for such
currency).

        (b) Each Competitive Bid Loan included in any Competitive Bid Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

        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 or is converted to a different type of
Loan, at a rate per annum equal to the Base Rate for such day. Such interest
shall be payable quarterly in arrears on each Quarterly Payment Date and, with
respect to the principal amount of any Base Rate Loan converted to a different
type of Loan, on the date such principal amount is so converted. 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-Currency Loan shall bear interest on the outstanding
principal amount thereof, for each Interest Period applicable thereto, at a rate
per annum equal to the sum of the Euro-Currency Margin for such day plus the
applicable London Interbank Offered Rate applicable for such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and,



                                       28
<PAGE>

if such Interest Period is longer than three months, 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 the relevant currency are
offered to each of the Euro-Currency Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Currency Business Days
before the first day of such Interest Period in an amount approximately equal to
the principal amount of the Euro-Currency Loan of such Euro-Currency 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-Currency 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 Euro-Currency Margin plus the higher
of (i) the London Interbank Offered Rate applicable to such Loan immediately
before it became overdue and (ii) a rate (the "OVERNIGHT LIBO RATE") equal to
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 Euro-Currency Business Days, then
for such other period of time not longer than six months as the Administrative
Agent may select) deposits in the relevant currency in an amount approximately
equal to such overdue payment due to each of the Euro-Currency Reference Banks
are offered to such Euro-Currency Reference Bank in the London interbank market
for the applicable period determined as provided above by (y) 1.00 minus the
Euro-Currency Reserve Percentage (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) Subject to Section 8.01(a), each Competitive Bid LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
(b) as if the related Competitive Bid LIBOR Borrowing were a Euro-Currency
Borrowing) plus (or minus) the Competitive Bid Margin quoted by the Bank making
such Loan in accordance with Section 2.03. Each Competitive Bid Absolute Rate
Loan shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the Competitive
Bid Absolute Rate quoted by the Bank making such Loan in accordance with Section
2.03. 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. Any overdue principal of or
interest on any Competitive Bid Loan shall bear interest, payable on demand, for
each day until paid (i) in the case of Dollar-Denominated Loans, at a rate per
annum equal



                                       29
<PAGE>

to the sum of 2% plus the Base Rate for such day and (ii) in the case of
Euro-Currency Denominated Loans, at a rate per annum determined in accordance
with subsection 2.07(c) as if such Loan were Euro-Currency Loans.

        (e) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Company and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

        (f) Each Euro-Currency Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated by this Section.
If any Euro-Currency Reference Bank does not furnish a timely quotation, the
Administrative Agent shall determine the relevant interest rate on the basis of
the quotation or quotations furnished by the remaining Euro-Currency 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. Fees. (a) The Company shall pay to the Administrative
Agent, for the account of the Banks ratably in proportion to their Commitments,
a facility fee in Dollars calculated for each day at the Facility Fee Rate for
such day on the aggregate amount of the Credit Exposures. Such facility fee
shall accrue for each day from and including the Effective Date to but excluding
the date the Credit Exposures are reduced to zero.

        (b) The Company shall pay (i) to the Administrative Agent for the
account of the Banks ratably a letter of credit fee accruing daily on the
aggregate undrawn amount of all outstanding Letters of Credit at a rate per
annum equal to the Euro-Currency Margin for such day and (ii) to each Issuing
Bank for its own account, a letter of credit fronting fee accruing daily on the
aggregate amount then available for drawing under all Letters of Credit issued
by such Issuing Bank at such rate as may be mutually agreed between the Borrower
and such Issuing Bank from time to time.

        (c) Accrued fees under subsections 2.08(a) and 2.08(b) shall be payable
quarterly in arrears on each Quarterly Payment Date, and on the date on which
the Commitments terminate in their entirety (and, if later, the date on which
the Credit Exposures are reduced to zero).

        Section 2.09. Method of Electing Types of Interest Rates and Interest
Periods for Dollar-Denominated Loans. (a) The Dollar-Denominated Loans included
in each Committed Borrowing shall bear interest initially at the type of
interest rate specified by the Company in the applicable Notice of Committed
Borrowing. Thereafter, the Company may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject to the
provisions of Article 8), as follows:



                                       30
<PAGE>

                (i) if such Loans are Base Rate Loans, the Company may elect to
        convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
        Day; and

                (ii) if such Loans are Euro-Dollar Loans, the Company may elect
        to convert such Loans to Base Rate Loans or elect to continue such Loans
        as Euro-Dollar Loans for an additional Interest Period, subject to
        Section 2.14 in the case of any such conversion on any day other than
        the last day of the then current Interest Period applicable to such
        Euro-Dollar Loans.

        Each such election shall be made by delivering a notice to the
Administrative Agent not later than 10:00 A.M. (New York City time) on the third
Euro-Dollar Business Day before the conversion or continuation selected in such
notice is to be effective. Such notice 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 of Loans and (ii) the Dollar Amount of the portion to which such
notice applies, and the remaining portion to which it does not apply, are each
at least $5,000,000. If no such notice is timely received prior to the end of an
Interest Period, the Company shall be deemed to have elected that such Group of
Loans be converted to Base Rate Loans.

        (b) Each Notice of Interest Rate Election delivered pursuant to
subsection (a) above 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 subsection (a) above;

                (iii) if the Loans comprising such Group of Loans are to be
        converted, the new type of Loans and, if the Loans being converted are
        to be Fixed Rate 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) Upon receipt of a Notice of Interest Rate Election from the Company
pursuant to subsection (a) above, the Administrative Agent shall



                                       31
<PAGE>

promptly notify each Bank of the contents thereof and such notice shall not
thereafter be revocable by the Company.

        Section 2.10. Method of Electing Interest Periods for Alternative
Currency Loans; Required Prepayments. (a) The initial Interest Period for each
Alternative Currency Loan shall be specified by the Company in the applicable
Notice of Committed Borrowing. The Company may specify the duration of each
subsequent Interest Period applicable to such Group of Loans by delivering to
the Administrative Agent, not later that 10:00 A.M. (New York City time) on the
third Euro-Currency Business Day before the end of the immediately preceding
Interest Period, a notice specifying the Group of Loans (or portion thereof) to
which such notice applies and the duration of such subsequent Interest Period
(which shall comply with the provisions of the definition of Interest Period).
If no such Notice of Interest Rate Election is timely received by the
Administrative Agent before the end of any applicable Interest Period, the
Company shall be deemed to have elected that the subsequent Interest Period for
such Group of Loans shall have a duration of one month (subject to the
provisions of the definition of Interest Period).

        (b) Three Euro-Currency Business Days before both (i) the end of each
Interest Period applicable to any Group of Loans denominated in an Alternative
Currency and, (ii) each Quarterly Payment Date on which there are outstanding
Letter of Credit Liabilities denominated in an Alternative Currency, the
Administrative Agent shall recalculate the Dollar Amount of, in the case of
clause (i), such Group of Loans and in the case of clause (ii), all Letter of
Credit Liabilities denominated in an Alternative Currency, and shall notify the
Company of such recalculated Dollar Amount. Within three Euro-Currency Business
Days of receipt of such notice, the Borrowers shall prepay Loans ratably to the
extent (if any) required so that, after giving effect to such recalculation of
the Dollar Amount and such prepayment, (i) the aggregate Dollar Amount of all
Loans and Letter of Credit Liabilities then outstanding to all Eligible
Subsidiaries does not exceed $100,000,000 and (ii) the Total Outstanding Amount
does not exceed the aggregate amount of the Commitments.

        (c) If on or before the first day of any Interest Period applicable to
any Group of Loans denominated in an Alternative Currency, there shall occur any
change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which would in the opinion of
the Administrative Agent make it impracticable for such Group of Loans to
continue to be denominated in the relevant Alternative Currency, the
Administrative Agent shall forthwith give notice thereof to the Company and the
Banks, in which event the relevant Borrower shall repay such Group of Loans in
full on the later of (i) the last day of the immediately preceding Interest
Period or (ii) the third Euro-Currency Business Day after the Company receives
such notice from the Administrative Agent. Such Group of Loans shall bear
interest on and after the last day of such immediately preceding Interest Period
at a rate per annum determined for each day as provided in Section 2.07(c)
(except that if the



                                       32
<PAGE>

repayment due date is determined pursuant to the foregoing clause (ii), the 2%
per annum additional interest applicable to overdue amounts shall not apply
prior to such due date).

        Section 2.11. Termination or Reduction of Commitments. (a) The Company
may, upon at least three Domestic Business Days' notice to the Administrative
Agent, (i) terminate the Commitments at any time, if no Loans or Letter of
Credit Liabilities are outstanding at such time or (ii) ratably reduce from time
to time by an aggregate Dollar Amount of $10,000,000 or any larger multiple
thereof, the aggregate amount of the Commitments in excess of the Total
Outstanding Amount.

        (b) 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.

        Section 2.12. Optional Prepayments. (a) Any Borrower may:

                (i) upon at least one Domestic Business Day's notice to the
        Administrative Agent, prepay its Group of Base Rate Loans (or any
        Competitive Bid Loans bearing interest at the Base Rate pursuant to
        Section 8.01(a)), in whole at any time, or from time to time in part in
        amounts aggregating $5,000,000 or any larger multiple of $1,000,000;

                (ii) upon at least three Euro-Dollar Business Days' notice to
        the Administrative Agent, subject to Section 2.14, prepay any Group of
        Euro-Dollar Loans, in whole at any time, or from time to time in part in
        amounts aggregating $5,000,000 or any larger multiple of $1,000,000; or

                (iii) upon at least three Euro-Currency Business Days' notice to
        the Administrative Agent, subject to Section 2.14, prepay any Group of
        Alternative Currency Loans, in whole at any time, or from time to time
        in part; provided that the aggregate Dollar Amount of any partial
        prepayment is at least $5,000,000;

in each case, 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 of Loans.

        (b) Except as provided in Section 8.02, no Borrower may prepay all or
any portion of the principal amount of any Competitive Bid Loan (except a
Competitive Bid Loan bearing interest at the Base Rate pursuant to Section
8.01(a)) prior to the maturity thereof without the consent of the Bank making
such Loan.



                                       33
<PAGE>

        (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative 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) Each payment of
principal of, and interest on, the Dollar-Denominated Loans and each payment of
fees hereunder, shall be made in Dollars 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, to the Administrative Agent at its address in New York City
referred to in Section 11.01.

        (b) Each payment of principal of, and interest on, the Alternative
Currency-Denominated Loans shall be made in the relevant Alternative Currency in
such funds as may then be customary for the settlement of international
transactions in such Alternative Currency, for the account of the Administrative
Agent at such time and at such place as shall have been notified by the
Administrative Agent to the Company and the Banks by not less than four
Euro-Currency Business Days' notice.

        (c) Promptly upon receiving any payment for the account of the Banks,
the Administrative Agent will distribute to each Bank, in the currency and type
of funds received by the Administrative Agent, such Bank's ratable share of such
payment.

        (d) Whenever any payment of principal of, or interest on, the Base Rate
Loans or Letter of Credit Liabilities or of fees shall be due on a day which is
not a Domestic Business Day, the date for payment thereof shall be extended to
the next succeeding Domestic Business Day. Whenever any payment of principal of,
or interest on, the Euro-Currency Loans or the Competitive Bid Loans shall be
due on a day which is not a Euro-Currency Business Day for the relevant
currency, the date for payment thereof shall be extended to the next succeeding
Euro-Currency Business Day for such currency, unless such Euro-Currency Business
Day falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Currency Business Day for such currency. 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.

        (e) Unless the Administrative Agent shall have received notice from the
Company prior to the date on which any payment is due from any Borrower to the
Banks hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative 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
such Borrower shall not have so made such payment, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such



                                       34
<PAGE>

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
Administrative Agent, at (i) the Federal Funds Rate (if such amount was
distributed in Dollars) or (ii) the rate per annum at which one day deposits in
the relevant currency are offered to the Administrative Agent in the London
interbank market for such day (if such amount was distributed in an Alternative
Currency).

        (f) All payments made by any Borrower hereunder shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off.

        Section 2.14. Funding Losses. If a Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (pursuant to Section 2.12, Article 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 a Borrower fails to borrow, prepay, convert or continue
any Fixed Rate Loans (including a failure to borrow in an Alternative Currency
due to the occurrence of any event described in Section 3.02(f)) after notice
has been given to any Bank in accordance with Section 2.04(a), 2.09(c) or
2.12(c), such Borrower shall reimburse each Bank within 15 days after demand for
any resulting loss or expense incurred by it (or 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 failure to
borrow, prepay, convert or continue, provided that such Bank shall have
delivered to such 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
Prime 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. Judgment Currency. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from any Borrower
hereunder or under any Note in the currency expressed to be payable herein (the
"SPECIFIED CURRENCY") into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other
currency at the Administrative Agent's New York office on the Euro-Currency
Business Day preceding that on which final judgment is given. The obligations of
each Borrower in respect of any sum due to any Bank or the Administrative Agent
hereunder or under any Note shall, notwithstanding any judgment in a currency



                                       35
<PAGE>

other than the specified currency, be discharged only to the extent that, on the
Euro-Currency Business Day following receipt by such Bank or the Administrative
Agent (as the case may be) of any sum adjudged to be so due in such other
currency, such Bank or the Administrative Agent (as the case may be) may in
accordance with normal banking procedures purchase the specified currency with
such other currency. If the amount of the specified currency so purchased is
less than the sum originally due to such Bank or the Administrative Agent, as
the case may be, in the specified currency, the relevant Borrower agrees, to the
fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Bank or the Administrative
Agent, as the case may be, against such loss, and if the amount of the specified
currency so purchased exceeds (a) the sum originally due to any Bank or the
Administrative Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Banks as a result of allocations of such excess as a
disproportionate payment to such Bank under Section 11.04, such Bank or the
Administrative Agent, as the case may be, agrees to remit such excess to the
relevant Borrower.

        Section 2.17. Reserve Costs. (a) If and so long as a reserve requirement
of the type described in the definition of "Euro-Currency Reserve Percentage" is
prescribed by the Board of Governors of the Federal Reserve System (or any
successor), each Bank subject to such requirement may require each Borrower to
pay, contemporaneously with each payment of interest on each of such Bank's
Euro-Currency Loans to such Borrower, additional interest on such Euro-Currency
Loan 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-Currency 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 Borrowers and the Administrative Agent, in
which case such additional interest on the Euro-Currency 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 Euro-Currency Business Days
after such Bank gives such notice and (y) shall notify each Borrower, at least
five Euro-Currency Business Days before each date on which interest is payable
on its Euro-Currency Loans, of the amount then due to such Bank under this
Section.

        (b) If and so long as any Bank is required to make special deposits with
the Bank of England, to maintain reserve asset ratios or to pay fees in respect
of such Bank's Euro-Currency Loans in any Alternative Currency, such Bank may
require the relevant Borrower to pay, contemporaneously with each payment of
interest on each of such Loans, additional interest on such Loan at a rate per
annum equal to the Mandatory Costs Rate calculated in accordance with the
formula and in the manner set forth in Exhibit J hereto.

        (c) If and so long as any Bank is required to comply with reserve
assets, liquidity, cash margin or other requirements of any monetary or other
authority



                                       36
<PAGE>

(including any such requirement imposed by the European Central Bank or the
European System of Central Banks, but excluding requirements referred to in
subsections (a) and (b) above) in respect of any of such Bank's Euro-Currency
Loans, such Bank may require the relevant Borrower to pay, contemporaneously
with each payment of interest on each of such Bank's Euro-Currency Loans subject
to such requirements, additional interest on such Loan at a rate per annum
specified by such Bank to be the cost to such Bank of complying with such
requirements in relation to such Loan.

        (d) Any additional interest owed pursuant to subsection (a), (b) or (c)
above shall be determined by the relevant Bank, which determination shall be
conclusive and binding for all purposes except in the case of manifest error,
and notified to the relevant Borrower (with a copy to the Administrative Agent)
at least five Euro-Currency Business Days before each date on which interest is
payable for the relevant Loan, and such additional interest so notified to the
relevant Borrower by such Bank shall be payable to the Administrative Agent for
the account of such Bank on each date on which interest is payable for such
Loan.

        Section 2.18. Letters of Credit.

        (a) Commitment to Issue Letters of Credit. Subject to the terms and
conditions hereof, each Issuing Bank agrees to issue Letters of Credit
denominated in Dollars or an Alternative Currency from time to time before the
Letter of Credit Termination Date upon the request of any Borrower; provided
that, immediately after each Letter of Credit is issued (i) the Total
Outstanding Amount shall not exceed the aggregate amount of the Commitments and
(ii) the aggregate Dollar Amount of the Letter of Credit Liabilities shall not
exceed $60,000,000. Upon the date of issuance by an Issuing Bank of a Letter of
Credit, the Issuing Bank shall be deemed, without further action by any party
hereto, to have sold to each Bank, and each Bank shall be deemed, without
further action by any party hereto, to have purchased from the Issuing Bank, a
participation in such Letter of Credit and the related Letter of Credit
Liabilities in the proportion its respective Commitment bears to the aggregate
Commitments.

        (b) Method for Issuance; Terms; Extensions.

                (i) The Borrower shall give the Issuing Bank notice at least (x)
        three Domestic Business Days in case of Letters of Credit denominated in
        Dollars and (y) three Euro-Currency Business Days in case of Letters of
        Credit denominated in an Alternative Currency (or such shorter notice as
        may be acceptable to the Issuing Bank in its discretion) prior to the
        requested issuance of a Letter of Credit (or, in the case of renewal or
        extension, prior to the Issuing Bank's deadline for notice of
        nonextension) specifying the date such Letter of Credit is to be issued,
        and describing the terms of such Letter of Credit and the nature of the
        transactions to be supported thereby (such notice, including any such
        notice given in connection with the extension of a Letter of Credit, a
        "NOTICE OF



                                       37
<PAGE>

        ISSUANCE"). Upon receipt of a Notice of Issuance, the Issuing Bank shall
        promptly notify the Administrative Agent, and the Administrative Agent
        shall promptly notify each Bank of the contents thereof and of the
        amount of such Bank's participation in such Letter of Credit.

                (ii) The obligation of the Issuing Bank to issue each Letter of
        Credit shall, in addition to the conditions precedent set forth in
        Section 3.02 be subject to the conditions precedent that such Letter of
        Credit shall be in such form and contain such terms as shall be
        reasonably satisfactory to the Issuing Bank and that the Borrower shall
        have executed and delivered such other customary instruments and
        agreements relating to such Letter of Credit as the Issuing Bank shall
        have reasonably requested. The Borrower shall also pay to the Issuing
        Bank for its own account issuance, drawing, amendment, settlement and
        extension charges, if any, in the amounts and at the times as agreed
        between the Borrower and the Issuing Bank.

                (iii) The extension or renewal of any Letter of Credit shall be
        deemed to be an issuance of such Letter of Credit, and if any Letter of
        Credit contains a provision pursuant to which it is deemed to be
        extended unless notice of termination is given by the Issuing Bank, the
        Issuing Bank shall timely give such notice of termination unless it has
        theretofore timely received a Notice of Issuance and the other
        conditions to issuance of a Letter of Credit have also theretofore been
        met with respect to such extension. Each Letter of Credit shall expire
        at or before the close of business on the date that is one year after
        such Letter of Credit is issued (or, in the case of any renewal or
        extension thereof, one year after such renewal or extension); provided
        that (i) a Letter of Credit may contain a provision pursuant to which it
        is deemed to be extended on an annual basis unless notice of termination
        is given by the Issuing Bank and (ii) in no event will a Letter of
        Credit expire (including pursuant to a renewal or extension thereof) on
        a date later than the Letter of Credit Termination Date.

        (c) Payments; Reimbursement Obligations.

                (i) Upon receipt from the beneficiary of any Letter of Credit of
        any notice of a drawing under such Letter of Credit, the Issuing Bank
        shall notify the Administrative Agent and the Administrative Agent shall
        promptly notify the Borrower and each other Bank as to the amount and
        the currency to be paid as a result of such demand or drawing and the
        date such payment is to be made by the Issuing Bank (the "PAYMENT
        DATE"). The Borrower shall be irrevocably and unconditionally obligated
        to reimburse the Issuing Bank for any amounts paid by the Issuing Bank
        upon any drawing under any Letter of Credit (a "REIMBURSEMENT
        OBLIGATION"), without presentment, demand, protest or other formalities
        of any kind. Such reimbursement shall be due (x) in the case of a Letter
        of



                                       38
<PAGE>

        Credit denominated in Dollars, on the Payment Date, and (y) in the case
        of a Letter of Credit denominated in an Alternative Currency, on the
        third Euro-Currency Business Day following the Payment Date; provided
        that no such payment shall be due from the Borrower any earlier than the
        date of receipt by it of notice of its obligation to make such payment
        (or, if such notice is received by the Borrower after 10:00 A.M. (New
        York City time) on any date, on (x) the next succeeding Domestic
        Business Day in the case of Letters of Credit denominated in Dollars and
        (y) the third succeeding Euro-Currency Business Day in the case of
        Letters of Credit denominated in an Alternative Currency) (the date so
        determined with respect to any Reimbursement Obligation, the
        "REIMBURSEMENT DATE"); and provided further that if and to the extent
        any such reimbursement is not made by the Borrower in accordance with
        this clause (i) or clause (ii) below on the Payment Date, then
        (irrespective of when notice thereof is received by the Borrower), such
        reimbursement obligation shall bear interest, payable on demand, for
        each day from and including the Payment Date to but not including the
        date such reimbursement obligation is paid in full at a rate per annum
        equal to (x) the rate applicable to Base Rate Loans in case of Letters
        of Credit denominated in Dollars and (y) the sum of the Euro-Currency
        Margin plus the Overnight LIBO Rate in case of Letter of Credit
        denominated in an Alternative Currency plus, in the case of amounts in
        any currency not paid when due, 2.00%. All payments in respect of the
        principal amount of the Reimbursement Obligation of the Borrower with
        respect of any Letter of Credit and interest thereon shall be made in
        the same currency as the related Letter of Credit was denominated, and
        shall be made in the funds specified in Section 2.13 for payments in
        such currency.

                (ii) If the Commitments remain in effect on the Reimbursement
        Date, unless the Borrower otherwise instructs the Administrative Agent
        by not less than (x) one Domestic Business Day's prior notice in the
        case of Letters of Credit denominated in Dollars and, (y) three
        Euro-Currency Business Days' prior notice in the case of Letters of
        Credit denominated in an Alternative Currency, the principal amount of
        the Reimbursement Obligation shall convert automatically on the
        Reimbursement Date to (x) Base Rate Loans in the case of Letters of
        Credit denominated in Dollars and (y) Alternative Currency Loans in the
        case of Letters of Credit denominated in an Alternative Currency. The
        initial Interest Period applicable to any such Alternative Currency Loan
        converted pursuant to this clause (ii) shall, subject to the provisions
        of the definition of Interest Period, commence on the Reimbursement Date
        and end one month thereafter. The Administrative Agent shall, on behalf
        of the Borrower (which hereby irrevocably directs the Administrative
        Agent so to act on its behalf), give notice no later than 12:00 Noon
        (New York City time) on the Payment Date requesting each Bank to make,
        and each Bank hereby agrees to make, a Base Rate Loan, or an Alternative
        Currency Loan, as the



                                       39
<PAGE>

        case may be, on the Reimbursement Date in an amount equal to such Bank's
        Percentage of the Reimbursement Obligation with respect to which such
        notice relates. Each Bank shall make such Loan available to the
        Administrative Agent in accordance with Section 2.04 on the date
        specified in such notice. The Administrative Agent shall pay the
        proceeds of such Loans to the Issuing Bank, which shall immediately
        apply such proceeds to repay the Reimbursement Obligation.

                (iii) To the extent the Reimbursement Obligation is not refunded
        by a Bank pursuant to clause (ii) above, such Bank will pay to the
        Administrative Agent, for the account of the Issuing Bank, immediately
        upon the Issuing Bank's demand at any time during the period commencing
        after such Reimbursement Obligation arises until reimbursement therefor
        in full by the Borrower, an amount equal to such Bank's Percentage of
        such Reimbursement Obligation, together with interest on such amount for
        each day from the date of the Issuing Bank's demand for such payment
        (or, if such demand is made after 1:00 P.M. (New York City time) on such
        date, from the next succeeding (x) Domestic Business Day in case of
        Letters of Credit denominated in Dollars and (y) Euro-Currency Business
        Day in case of Letters of Credit denominated in an Alternative Currency)
        to the date of payment by such Bank of such amount at a rate of interest
        per annum equal to (x) the Federal Funds Rate for the first three
        Domestic Business Days after the date of such demand and thereafter at a
        rate per annum equal to the Base Rate for each additional day in case of
        Letters of Credit denominated in Dollars and (y) the Overnight LIBO Rate
        for the first three Euro-Currency Business Days after the date of such
        demand and thereafter the sum of the Overnight LIBO Rate plus the
        Euro-Currency Margin, in the case of Letters of Credit denominated in an
        Alternative Currency. The Issuing Bank will pay to each Bank ratably all
        amounts received from the Borrower for application in payment of its
        Reimbursement Obligations in respect of any Letter of Credit, but only
        to the extent such Bank has made payment to the Issuing Bank in respect
        of such Letter of Credit pursuant hereto; provided that in the event
        such payment received by the Issuing Bank is required to be returned,
        such Bank will return to the Issuing Bank any portion thereof previously
        distributed to it by the Issuing Bank.

        (d) Obligations Absolute. The obligations of the Borrower and each Bank
under subsection (c) above shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement,
under all circumstances whatsoever, including without limitation the following
circumstances:

                (i) any lack of validity or enforceability of this Agreement or
        any Letter of Credit or any document related hereto or thereto;



                                       40
<PAGE>

                (ii) any amendment or waiver of or any consent to departure from
        all or any of the provisions of this Agreement or any Letter of Credit
        or any document related hereto or thereto, provided by any party
        affected thereby;

                (iii) the use which may be made of the Letter of Credit by, or
        any acts or omission of, a beneficiary of a Letter of Credit (or any
        Person for whom the beneficiary may be acting);

                (iv) the existence of any claim, set-off, defense or other
        rights that the Borrower may have at any time against a beneficiary of a
        Letter of Credit (or any Person for whom the beneficiary may be acting),
        any Bank (including the Issuing Bank) or any other Person, whether in
        connection with this Agreement or the Letter of Credit or any document
        related hereto or thereto or any unrelated transaction;

                (v) any statement or any other document presented under a Letter
        of Credit proving to be forged, fraudulent or invalid in any respect or
        any statement therein being untrue or inaccurate in any respect
        whatsoever;

                (vi) payment under a Letter of Credit against presentation to
        the Issuing Bank of documents that do not comply with the terms of such
        Letter of Credit;

                (vii) any termination of the Commitments prior to, on or after
        the Payment Date for any Letter of Credit, whether at the scheduled
        termination thereof, by operation of Section 6.01 or otherwise; or

                (viii) any other act or omission to act or delay of any kind by
        any Bank (including the Issuing Bank), the Administrative Agent or any
        other Person or any other event or circumstance whatsoever that might,
        but for the provisions of this subsection (viii), constitute a legal or
        equitable discharge of or defense to the Borrower's or the Bank's
        obligations hereunder;

provided, that this Section 2.18(d) shall not limit the rights of the Borrower
under Section 2.18(e)(ii).

        (e) Indemnification; Expenses.

                (i) The Borrower hereby indemnifies and hold harmless each Bank
        (including each Issuing Bank) and the Administrative Agent from and
        against any and all liabilities, losses, damages, costs or expenses of
        any kind, including, without limitation, the reasonable fees and
        disbursements of counsel (including, without limitation, the reasonable
        allocated costs of in-house counsel), which may be incurred by it in



                                       41
<PAGE>

        connection with a Letter of Credit issued pursuant to this Section 2.18;
        provided that the Borrower shall not be required to indemnify any Bank,
        or the Administrative Agent, for such Person's own gross negligence or
        willful misconduct as finally determined by a court of competent
        jurisdiction.

                (ii) None of the Banks (including, subject to clause (y) below,
        an Issuing Bank) nor the Administrative Agent nor any of their officers
        or directors or employees or agents shall be liable or responsible, by
        reason of or in connection with the execution and delivery or transfer
        of or payment or failure to pay under any Letter of Credit, including
        without limitation any of the circumstances enumerated in subsection (d)
        above; provided that, notwithstanding Section 2.18(d), the Borrower
        shall have a claim for direct (but not consequential) damage suffered by
        it, to the extent finally determined by a court of competent
        jurisdiction to have been caused by (x) the Issuing Bank's gross
        negligence or willful misconduct in determining whether documents
        presented under any Letter of Credit complied with the terms of such
        Letter of Credit or (y) the Issuing Bank's failure to pay under any
        Letter of Credit after the presentation to it of documents strictly
        complying with the terms and conditions of the Letter of Credit. The
        parties agree that, with respect to documents presented which appear on
        their face to be in substantial compliance with the terms of a Letter of
        Credit, the Issuing Bank may, in its discretion, either accept and make
        payment to the beneficiary of such Letter of Credit upon such documents
        without responsibility for further investigation, regardless of any
        notice or information to the contrary, or refuse to accept and make
        payment upon such documents if such documents are not in strict
        compliance with the terms of such Letter of Credit.

                (iii) Nothing in this subsection (e) is intended to limit the
        obligations of the Borrower under any other provision of this Agreement.
        To the extent the Borrower does not indemnify an Issuing Bank as
        required by this subsection, the Banks agree to do so ratably in
        accordance with their Commitments.

        Section 2.19. Increased Commitments, Additional Banks. (a) From time to
time the Company may, upon at least five Domestic Business Days' notice to the
Administrative Agent (which shall promptly provide a copy of such notice to the
Banks), increase the aggregate amount of the Commitments by an amount not less
than $25,000,000 (the amount of any such increase, the "INCREASED COMMITMENTS").

        (b) To effect such an increase, the Company may designate one or more of
the existing Banks or other financial institutions reasonably acceptable to the
Administrative Agent and the Issuing Bank which at the time agree to (i) in the
case of any such bank that is an existing Bank, increase its Commitment and (ii)



                                       42
<PAGE>

in the case of any other such bank (an "ADDITIONAL BANK"), become a party to
this Agreement with a Commitment of not less than $5,000,000.

        (c) Any increase in the Commitments pursuant to this Section 2.19 shall
be subject to satisfaction of the following conditions:

                (i) before and after giving effect to such increase, all
        representations and warranties contained in Article 4 shall be true on
        and as of the date of such increase;

                (ii) immediately before and after such increase, no Default
        shall have occurred and be continuing; and

                (iii) after giving effect to such increase, the aggregate amount
        of all increases in Commitments made pursuant to this Section 2.19 shall
        not exceed $200,000,000.

        (d) An increase in the aggregate amount of the Commitments pursuant to
this Section 2.19 shall become effective upon the receipt by the Administrative
Agent of (i) an agreement in form and substance reasonably satisfactory to the
Administrative Agent signed by the Company, by each Additional Bank and by each
other Bank whose Commitment is to be increased, setting forth the new
Commitments of such Banks and setting forth the agreement of each Additional
Bank to become a party to this Agreement and to be bound by all the terms and
provisions hereof, (ii) such evidence of appropriate organizational
authorization on the part of the Company with respect to the Increased
Commitments and such opinions of counsel for the Company with respect to the
Increased Commitments as the Administrative Agent may reasonably request and
(iii) a certificate of the Company stating that the conditions set forth in
subsection (c) above have been satisfied.

        (e) Upon any increase in the aggregate amount of the Commitments
pursuant to this Section 2.19, (i) the respective Letter of Credit Liabilities
of the Banks shall be redetermined as of the effective date of such increase and
(ii) within five Domestic Business Days, in the case of Base Rate Loans then
outstanding, and at the end of the then current Interest Period with respect
thereto, in the case of Euro-Currency Loans then outstanding, the Borrower shall
prepay or repay such Loans in their entirety and, to the extent the Borrower
elects to do so and subject to the conditions specified in Article 3, the
Borrower shall reborrow Committed Loans from the Banks in proportion to their
respective Commitments after giving effect to such increase, until such time as
all outstanding Committed Loans are held by the Banks in such proportion.



                                       43
<PAGE>

                                    ARTICLE 3
                                   CONDITIONS

        Section 3.01. Effectiveness. This Amended Agreement shall become
effective on the date the Administrative Agent shall have received:

        (a) counterparts of this Agreement signed by each of the parties listed
on the signature pages hereof (or, in the case of any party as to which an
executed counterpart shall not have been received, by the Administrative Agent
shall have received, in form satisfactory to it, facsimile, telex or other
written confirmation from such party that it has executed a counterpart hereof);

        (b) an opinion of Matthew J. Maletta, Esq., Vice President, Assistant
General Counsel and Assistant Secretary of the Company, substantially in the
form of Exhibit E hereto and covering such additional matters relating to the
transactions contemplated hereby as the Required Banks may reasonably request;

        (c) an opinion of Davis Polk & Wardwell, special counsel for the
Administrative Agent, substantially in the form of Exhibit F hereto and covering
such additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request; and

        (d) all documents the Administrative Agent may reasonably request
relating to the existence of the Company, the corporate authority for and the
validity of this Agreement and the Notes of the Company, and any other matters
relevant hereto, all in form and substance satisfactory to the Administrative
Agent.

        On the Effective Date, the Existing Agreement will be automatically
amended and restated in its entirety to read as set forth herein. On and after
the Effective Date, the rights and obligations of the parties hereto shall be
governed by this Amended Agreement; provided that the rights and obligations of
the parties hereto with respect to the period prior to the Effective Date shall
continue to be governed by the provisions of the Existing Agreement. The
Administrative Agent shall promptly notify the Company and each Bank of the
effectiveness of this Amended Agreement, and such notice shall be conclusive and
binding on all parties hereto.

        Section 3.02. Borrowings and Issuance of Letters of Credit. The
obligation of any Bank to make a Loan on the occasion of any Borrowing and the
obligation of an Issuing Bank to issue (or renew or extend the term of) any
Letter of Credit is subject to the satisfaction of the following conditions:

        (a) the fact that the Effective Date shall have occurred on or prior to
April 15, 2006;



                                       44
<PAGE>

        (b) receipt by the Administrative Agent of (i) a Notice of Borrowing as
required by Section 2.02 or 2.03, as the case may be or (ii) a Notice of
Issuance as required by Section 2.18(b);

        (c) the fact that, immediately after such Borrowing, (i) the Total
Outstanding Amount will not exceed the aggregate amount of the Commitments, (ii)
the aggregate Dollar Amount of the Letter of Credit Liabilities shall not exceed
$60,000,000 (or, if less, the aggregate amount of the Commitments) and (iii) the
aggregate Dollar Amount of all Loans and Letters of Credit then outstanding to
all Eligible Subsidiaries shall not exceed $250,000,000;

        (d) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing;

        (e) the fact that the representations and warranties of the Borrowers
contained in this Agreement (other than those made in Section 4.04(b)) shall be
true on and as of the date of such Borrowing; and

        (f) in the case of an Alternative Currency-Denominated Borrowing, there
shall not have occurred any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which would in the opinion of the Administrative Agent make it impracticable for
such Borrowing to be denominated in the relevant Alternative Currency.

        Each Borrowing or issuance of any Letter of Credit hereunder shall be
deemed to be a representation and warranty by the Company on the date of such
Borrowing as to the facts specified in clauses (c), (d) and (e) of this Section.

        Section 3.03. First Borrowing by Each Eligible Subsidiary. The
obligation of each Bank to make a Loan on the occasion of the first Borrowing by
each Eligible Subsidiary is subject to the satisfaction of the following further
conditions:

        (a) receipt by the Administrative Agent of an Election to Participate
duly executed by such Eligible Subsidiary and the Company; and

        (b) receipt by the Administrative Agent of all documents which it may
reasonably request relating to the existence of such Eligible Subsidiary, the
organizational authority for and the validity of its Election to Participate (if
any), this Agreement and its Notes, and any other matters relevant thereto, all
in form and substance reasonably satisfactory to the Administrative Agent.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

        The Company represents and warrants that:



                                       45
<PAGE>

        Section 4.01. Corporate Existence and Power. The Company 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 Company of this
Agreement and its Notes are within the Company'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 under any
provision of law or regulation applicable to the Company, and do not contravene,
or constitute a default under, any provision of law or regulation applicable to
the Company or of the restated certificate of incorporation or by-laws of the
Company or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any of its Subsidiaries or result in the
creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

        Section 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Company and its Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Company.

        Section 4.04. Financial Information. (a) The consolidated balance sheet
of the Company and its Consolidated Subsidiaries as of December 31, 2005 and the
related consolidated statements of earnings and cash flows for the fiscal year
then ended, reported on by Ernst & Young LLP, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position of
the Company and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such period.

        (b) There has been no material adverse change since December 31, 2005 in
the business, financial position, assets, liabilities or results of operations
of the Company and its Consolidated Subsidiaries, considered as a whole.

        Section 4.05. Litigation. There is no action, suit, formal investigation
or other proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries before
any Governmental Authority in which there is a reasonable possibility of an
adverse decision which could materially adversely affect the business or
consolidated financial position of the Company and its Subsidiaries, taken as a
whole, or which in any manner draws into question the validity of this Agreement
or its 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



                                       46
<PAGE>

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 made any
amendment to any Plan, 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 Company conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Company 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, any costs or liabilities in connection with off-site disposal
of wastes or Hazardous Substances, and any actual or potential liabilities to
third parties, including employees, and any related costs and expenses). On the
basis of this review, the Company has reasonably concluded that such associated
liabilities and costs, including the costs of compliance with Environmental
Laws, are unlikely to have a Materially Adverse Effect.

        Section 4.08. Taxes. The Company 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 Company or any
Subsidiary, except assessments which are being contested in good faith and as to
which adequate reserves have been provided. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of taxes or other
governmental charges are, in the reasonable opinion of the Company, adequate.

        Section 4.09. Not an Investment Company. The Company is not an
"INVESTMENT COMPANY" within the meaning of the Investment Company Act of 1940,
as amended.

        Section 4.10. Full Disclosure. All Information (as defined below)
heretofore furnished by the Company is, and all Information hereafter furnished
by the Company will be, true and accurate in all material respects on the date
as of which such Information is dated or certified (except for any projections
included therein, which projections shall have provided reasonable estimations
of future performance for the periods covered thereby subject to the uncertainty
and



                                       47
<PAGE>

approximation inherent in any projections) and not incomplete by omitting to
state anything necessary to make such Information not misleading at such time
except to the extent later Information could reasonably have been expected to
supersede earlier Information. As used in this Section, the term "INFORMATION"
means (i) the information set forth in the Company's report on Form 10-K for its
fiscal year ended December 31, 2005 and in all subsequent reports on Forms 10-K,
10-Q and 8-K (or their equivalents) and registration statements (excluding
exhibits thereto and any registration statements on Form S-8 or its equivalent)
which the Company shall have filed with the SEC and (ii) all other information
furnished by the Company to the Administrative Agent or any Bank for purposes of
or in connection with this Agreement, but only if such other information is (x)
financial information, (y) furnished in writing to all the Banks or to the
Administrative Agent for distribution to all the Banks or (z) furnished at a
meeting to which all the Banks were invited.

        Section 4.11. Subsidiaries. Each of the Company'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, except where failures to
obtain such licenses, authorizations, consents and approvals would not, in the
aggregate, have a Materially Adverse Effect.

        Section 4.12. Good Title to Properties. The Company and its Subsidiaries
have good and marketable title to their respective properties and assets (except
properties and assets that, in the aggregate, are not material to the Company
and its Subsidiaries taken as a whole), subject to no Liens of any kind, except
such as would be permitted under Section 5.10.

        Section 4.13. Trademarks, Patents, Etc. The Company and its Subsidiaries
possess all trademarks, trade names, copyrights, patents and licenses, or rights
in any thereof, which are adequate in all material respects for the conduct of
their business (taken as a whole) as now conducted, without pending litigation
regarding the rights or, to the best knowledge of the Company, any claimed
rights of others except for (i) those which could not reasonably be expected to
have a Materially Adverse Effect and (ii) those disclosed in filings made with
the SEC.

                                   ARTICLE 5
                                   COVENANTS

        The Company agrees that, so long as any Bank has any Credit Exposure
hereunder:

        Section 5.01. Information. The Company will deliver to each of the
Banks:



                                       48
<PAGE>

        (a) promptly after the same is required to be filed with the SEC
pursuant to the Securities Exchange Act of 1934, and in any event within 105
days after the end of each fiscal year of the Company, a consolidated balance
sheet of the Company and its Consolidated Subsidiaries as of the end of such
fiscal year and the related consolidated statements of earnings and 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 SEC
by Ernst & Young LLP or other independent public accountants of nationally
recognized standing;

        (b) promptly after the same is required to be filed with the SEC
pursuant to the Securities Exchange Act of 1934, and in any event within 60 days
after the end of each of the first three quarters of each fiscal year of the
Company, an unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such quarter and the related
unaudited consolidated statements of earnings and cash flows for such quarter
and for the portion of the Company's fiscal year ended at the end of such
quarter, setting forth in the case of such earnings and cash flows in
comparative form the figures for the corresponding quarter and the corresponding
portion of the Company'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 Company;

        (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 Company (i) setting forth in
reasonable detail the calculations required to establish whether the Company was
in compliance with the requirements of Sections 5.07 to 5.10, inclusive, 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 Company is taking or proposes to take
with respect thereto;

        (d) simultaneously with the delivery of each set of financial statements
referred to in clause (a) above, a statement of the firm of independent public
accountants which reported on such statements (i) stating whether anything has
come to their attention to cause them to believe that any Default under Sections
5.07 to 5.10, inclusive, existed on the date of such statements and (ii)
confirming the calculations set forth in the officer's certificate delivered
simultaneously therewith pursuant to clause (c) above;

        (e) within five days after the principal financial officer, principal
accounting officer or treasurer of the Company 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 Company setting forth the details thereof
and the action which the Company is taking or proposes to take with respect
thereto;



                                       49
<PAGE>

        (f) promptly upon the mailing thereof to the shareholders of the Company
generally, copies of all financial statements, reports and proxy statements so
mailed;

        (g) 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 Company shall have filed with the SEC;

        (h) 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 makes any amendment to any Plan 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 Company setting forth details as to such occurrence and action,
if any, which the Company or applicable member of the ERISA Group is required or
proposes to take;

        (i) promptly upon the principal financial officer, principal accounting
officer or treasurer of the Company obtaining knowledge thereof, notice of any
actual or proposed change in the rating of the Company's outstanding senior
unsecured long term debt securities by S&P or Moody's; and

        (j) from time to time such additional information regarding the
financial position or business of the Company and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

Information required to be delivered pursuant to clauses 5.01(a), 5.01(b),
5.01(f) or 5.01(g) 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, at intralinks.com
or at



                                       50
<PAGE>

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 Section 5.01(c) and (ii) the Borrower shall deliver paper
copies of the information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or
5.01(g) to any Bank which requests such delivery.

        Section 5.02. Payment of Obligations. The Company will pay and
discharge, and will cause its Subsidiaries to pay and discharge, at or before
maturity (or the expiration of any applicable grace period, as the case may be),
all Material Debt and all other material obligations and liabilities, including,
without limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings, and will maintain, and will cause each
Subsidiary to maintain, in accordance with generally accepted accounting
principles, appropriate reserves (on a consolidated basis) for the accrual of
any of the same.

        Section 5.03. Maintenance of Property; Insurance. (a) The Company will
keep, and will cause each Subsidiary to keep, all property useful and necessary
in its business in good working order and condition, ordinary wear and tear
excepted; provided that the Company and its Subsidiaries shall not be required
to maintain any property or properties which are, in the reasonable opinion of
the Company, not material to the business of the Company and its Consolidated
Subsidiaries taken as a whole.

        (b) The Company and its Subsidiaries will maintain (i) physical damage
insurance on all their real and personal properties (except properties that, in
aggregate, are not material to the Company and its Subsidiaries taken as a
whole) on an all risks basis (including the perils of flood and quake), covering
the repair and replacement cost of all such property and consequential loss
coverage for business interruption and extra expense, and (ii) public liability
insurance (including products/completed operations liability coverage) in an
amount not less than that which is usually insured against by companies engaged
in the same or a similar business in the same general area. All such insurance
shall be provided by insurers having an A.M. Best policyholders rating of not
less than B+ or such other insurers as the Required Banks may approve in
writing. The Company will deliver to the Banks, upon request of any Bank through
the Administrative Agent, from time to time full information as to the insurance
carried.

        Section 5.04. Conduct of Business and Maintenance of Existence. The
Company will continue, and will cause its Subsidiaries to continue, to engage in
business of the same general type as now conducted by the Company and its
Subsidiaries, and will preserve, renew and keep in full force and effect, and
will cause each Subsidiary to preserve, renew and keep in full force and effect,
its respective legal existence and its respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided
that the foregoing shall not prevent any Subsidiary (except an Eligible
Subsidiary that has not paid in full all principal, interest and other amounts
payable by it hereunder) from terminating its organizational existence or
prevent the Company or any



                                       51
<PAGE>

Subsidiary from discontinuing any business or any right, privilege or franchise,
if all such terminations and discontinuances, in the aggregate, would not in the
reasonable opinion of the Company have a Materially Adverse Effect.

        Section 5.05. Compliance with Laws. The Company 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, ERISA, environmental, and food and drug, and the
rules and regulations under each of the foregoing) except where (i) the
necessity of compliance therewith is contested in good faith by appropriate
proceedings or (ii) noncompliance therewith would not, in the aggregate, have a
Materially Adverse Effect.

        Section 5.06. Inspection of Property, Books and Records. The Company
will keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities; and will permit,
and will cause each Subsidiary to permit, representatives of any Bank at such
Bank's expense to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and to
discuss their respective affairs, finances and accounts with their respective
officers, employees and independent public accountants, all at such reasonable
times and as often as may reasonably be desired.

        Section 5.07. Subsidiary Debt. The Company will not permit its
Subsidiaries to incur or suffer to exist any Debt (excluding Debt under the
$1,100,000,000 Credit Agreement dated as of March 20, 2006 among Banner
Acquisition, Inc., as borrower, the Company, as guarantor, the lenders party
thereto and Bank of America, N.A., as administrative agent, and Debt owed to the
Company or a Wholly-Owned Subsidiary) in excess of 35% of Consolidated Net Worth
at any time in the aggregate for all Subsidiaries.

        Section 5.08. Leverage Ratio. The Leverage Ratio will not at any time
exceed 3:1.

        Section 5.09. Interest Coverage Ratio. As of the last day of each fiscal
quarter of the Company, the Interest Coverage Ratio will not be less than 4:1.

        Section 5.10. Negative Pledge. Neither the Company nor any Consolidated
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 Effective Date securing Debt outstanding in an
aggregate principal amount not exceeding $40,000,000;

        (b) any Lien existing on any asset of any Person at the time such Person
becomes a Subsidiary and not created in contemplation of such event;



                                       52
<PAGE>

        (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 Person existing at the time such Person
is merged or consolidated with or into the Company 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 Company 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 and is not
secured by any additional assets;

        (g) Liens for taxes, assessments or governmental charges or levies on
its property if the same shall not at the time be delinquent or thereafter can
be paid without penalty, or are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been provided for;

        (h) Liens imposed by law, such as landlords', carriers', warehousemen's
and mechanics' liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than 60 days past due;

        (i) Liens arising out of statutory pledges or deposits under applicable
law relating to worker's compensation, unemployment insurance, social security
or similar obligations;

        (j) utility easements, building restrictions and such other encumbrances
or charges against real property as are of a nature generally existing with
respect to properties of similar nature and which do not in any material way
adversely affect or interfere with the use thereof in the business of the
Company and its Subsidiaries;

        (k) banker's liens in the nature of rights of set-off arising in the
ordinary course of business;

        (l) Liens not otherwise permitted by the foregoing clauses of this
Section, arising in the ordinary course of its business, which (i) do not secure
Debt, (ii) do not secure any obligation in an amount individually or in the
aggregate exceeding $125,000,000 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; and



                                       53
<PAGE>

        (m) 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 5.11. Consolidations, Mergers and Sales of Assets. The Company
will not consolidate or merge with or into any other Person; provided that the
Company may merge with a Person if (A) the Company is the entity surviving such
merger and (B) immediately after giving effect to any such merger, no Default
shall have occurred and be continuing and all the representations and warranties
of the Company contained in this Agreement shall be true. The Company will not,
and will not permit its Subsidiaries to, sell, lease or otherwise transfer,
directly or indirectly, all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, to any other Person.

        Section 5.12. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrowers for general corporate purposes,
including the backstop of commercial paper. None of such proceeds will be used,
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any Margin Stock.

        Section 5.13. Transactions with Affiliates. The Company will not, and
will not permit any Subsidiary to, directly or indirectly, enter into any
material transaction, whether or not in the ordinary course of business, with
any Affiliate other than on terms and conditions at least as favorable to the
Company, or the affected Subsidiary, as those that would be obtained through an
arm's length negotiation with an unaffiliated third party.

                                    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) any Borrower shall fail to pay when due any principal of or interest
on any Loan or Letter of Credit Reimbursement Obligation, any fees or any other
amount payable hereunder, which failure, in the case of interest or fees or
amounts other than principal of any Loan or Letter of Credit Reimbursement
Obligation, continues for three Domestic Business Days;

        (b) the Company shall fail to observe or perform any covenant contained
in Sections 5.07 to 5.13, inclusive;

        (c) any 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
Company by the Administrative Agent at the request of any Bank;



                                       54
<PAGE>

        (d) any representation, warranty, certification or statement made by any
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 Company or any Subsidiary shall fail to make any payment in
respect of any Material Debt 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 (or with the giving of notice or
lapse of time or both, would enable) the holder of such Debt or any Person
acting on such holder's behalf to accelerate the maturity thereof;

        (g) the Company or any 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 admit in writing its inability to, or 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 Company or any 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 Company or any 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 $20,000,000 which it shall have become
liable to pay to the PBGC or a Plan 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



                                       55
<PAGE>

Multiemployer Plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $20,000,000;

        (j) a judgment or order for the payment of money in excess of
$75,000,000 shall be rendered against the Company or any Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 30
days;

        (k) the Guarantee by the Company in Article 10 shall for any reason be
revoked or invalidated, or otherwise cease to be in full force and effect, or
the Company, or any Person on behalf of the Company, shall deny or disaffirm its
obligations under such Guarantee; or

        (l) any person or group of persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC
under said Act) of 25% or more of the outstanding shares of common stock of the
Company; or individuals who, as of the Effective Date, constitute the board of
directors of the Company (the "INCUMBENT DIRECTORS") cease for any reason to
constitute at least a majority of the Company's board of directors, provided
that any person becoming a director after the Effective Date whose election, or
nomination for election by the Company's stockholders, is approved by a vote of
at least a majority of the directors then comprising the Incumbent Directors
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election or removal of directors of the Company) shall, for the
purposes of this Agreement, be considered as though such person were an
Incumbent Director;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Company terminate the Commitments and they shall thereupon terminate, and
(ii) if requested by Banks holding more than 50% in aggregate Dollar Amount of
the Loans, by notice to the Company 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 any Borrower, without any notice to the Company or any other act by the
Administrative Agent 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 Borrowers.

        Section 6.02. Notice of Default. The Administrative Agent shall give
notice to the Company under Section 6.01(c) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.



                                       56
<PAGE>

        Section 6.03. Cash Collateral. If an Event of Default shall have
occurred and be continuing and Banks having more than 50% of the Aggregate
Letter of Credit Exposure instruct the Administrative Agent to request cash
collateral pursuant to this Section, the Borrower will, promptly after it
receives such request from the Administrative Agent, pay to the Administrative
Agent an amount in immediately available funds equal to the then aggregate
amount available for subsequent drawings under all outstanding Letters of
Credit, to be held by the Administrative Agent, under arrangements satisfactory
to it, to secure the payment of all Letter of Credit Reimbursement Obligations
arising from subsequent drawings under such Letters of Credit; provided that, if
any Event of Default specified in clause (g) or (h) occurs with respect to the
Borrower, the Borrower shall pay such amount to the Administrative Agent
forthwith without any notice or demand or any other act by the Administrative
Agent or the Banks.

                                    ARTICLE 7
                                   THE AGENTS

        Section 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

        Section 7.02. Administrative Agent and Affiliates. The Administrative
Agent 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
the Administrative Agent. The Administrative Agent and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Company or any Subsidiary or affiliate of the Company as if it were not the
Administrative Agent hereunder.

        Section 7.03. Action by the Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not 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 Agent may
consult with legal counsel (who may be counsel for any 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 the Administrative Agent. The Administrative
Agent, its affiliates and its directors, officers, agents or employees shall not
be liable for any action taken or not taken by it in connection herewith (i)
with the



                                       57
<PAGE>

consent or at the request of the Required Banks or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent, its
affiliates and its directors, officers, agents or employees shall not 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 or issuance of Letter of Credit hereunder; (ii) the performance or
observance of any of the covenants or agreements of any Borrower; (iii) the
satisfaction of any condition specified in Article 3, except receipt of items
required to be delivered to it; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Administrative Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex 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 its Credit Exposure, indemnify the Administrative Agent and each Issuing
Bank, their respective affiliates and the respective directors, officers, agents
and employees of the foregoing (to the extent not reimbursed by the Company)
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 Administrative Agent. The Administrative Agent
may resign at any time by giving notice thereof to the Banks and the Company.
Upon any such resignation, the Required Banks shall have the right, with (so
long as no Event of Default shall have occurred and be continuing) the consent
of the Company (such consent not to be unreasonably withheld or delayed), to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative 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 $50,000,000. Upon
the acceptance of its appointment as Administrative Agent hereunder by a



                                       58
<PAGE>

successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation hereunder as Administrative 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 Administrative Agent.

        Section 7.09. Administrative Agent's Fee. The Company shall pay to the
Administrative Agent for its own account fees in the amounts and at the times
previously agreed upon between the Company and the Administrative Agent.

        Section 7.10. Other Agents. Neither the Documentation Agent nor the
Syndication Agent, in their capacities as such, shall have any duties or
obligations of any kind under this Agreement.

                                    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 Fixed Rate Loans:

        (a) the Administrative Agent is advised by the Euro-Currency Reference
Banks that deposits in the applicable currency and amounts are not being offered
to the Euro-Currency Reference Banks in the relevant market for such Interest
Period, or

        (b) in the case of Euro-Currency Loans, Banks having 50% or more of the
aggregate amount of the Commitments advise the Administrative Agent that the
London Interbank Offered Rate as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Banks of funding such Loans for
such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Company and
the Banks, whereupon until the Administrative Agent notifies the Company that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Currency Loans (in the affected currency)
or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and
(ii) each outstanding Euro-Currency Loans shall be converted into a Base Rate
Loan on the last day of the then current Interest Period applicable thereto. In
the case of an Alternative Currency-Denominated Loan, such conversion shall be
made at the Administrative Agent's spot buying rate for Dollars against the
relevant Alternative Currency as of approximately 11:00 A.M. (London time) on
the date of such conversion. Unless the Company notifies the Administrative
Agent at least two Domestic Business Days before the date of any Fixed Rate
Borrowing for which a Notice of Borrowing has previously been given that the



                                       59
<PAGE>

relevant Borrower elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing in the same Dollar Amount as the requested Borrowing and
(ii) if such Fixed Rate Borrowing is a Competitive Bid LIBOR Borrowing, the
Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars
in the same aggregate Dollar Amount as the requested Borrowing and bear interest
for each day from and including the first day to but excluding the last day of
the Interest Period applicable thereto at the Base Rate for such day.

        Section 8.02. Illegality. (a) If, on or after Effective Date, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, 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-Currency 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-Currency Lending Office) to make, maintain or fund its Euro-Currency Loans
to any Borrower and such Bank shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Banks and
the Company, whereupon until such Bank notifies the Company and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Bank to make Euro-Currency Loans to such
Borrower, or to convert outstanding Loans to such Borrower into Euro-Dollar
Loans, shall be suspended. If such notice is given with respect to Euro-Dollar
Loans, each Euro-Dollar Loan of such Bank then outstanding shall be converted to
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 Euro-Dollar Loan to such day or (ii) immediately if such
Bank shall determine that it may not lawfully continue to maintain and fund such
Euro-Dollar Loan to such day. If such notice is given with respect to
Alternative Currency Loans, the relevant Borrower shall prepay such Alternative
Currency Loans either (i) on the last day of the then current Interest Period
applicable to such Alternative Currency Loan if such Bank may lawfully continue
to maintain and fund such Alternative Currency Loan to such day or (ii)
immediately if such Bank shall determine that it may not lawfully continue to
maintain and fund such Alternative Currency Loan to such day.

        (b) If by reason of the fact that an Eligible Subsidiary is organized
in, or conducts business in, a jurisdiction outside the United States, it is
unlawful for any Bank (or its Applicable Lending Office) to make or maintain
Loans to such Eligible Subsidiary and such Bank shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Banks and the Company, whereupon until such Bank notifies
the Company and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make or maintain
Loans to such Eligible Subsidiary shall be suspended. If such notice is given,
each Loan of such



                                       60
<PAGE>

Bank then outstanding to such Eligible Subsidiary shall be prepaid either (i) in
the case of a Euro-Currency Loan, on the last day of the then current Interest
Period applicable thereto if such Bank may lawfully continue to maintain such
Loan to such day or (ii) immediately if clause (i) does not apply.

        (c) If so requested by the Administrative Agent upon the instruction of
the Company or the Required Banks, and provided that it may lawfully do so, any
Bank whose Alternative Currency Loans have been prepaid pursuant to Section
8.02(a) or whose Loans to an Eligible Subsidiary have been prepaid pursuant to
Section 8.02(b) shall purchase participations in the related Loans of the other
Banks, and such other adjustments shall be made, including without limitation
Loans to the Company in an equivalent Dollar Amount in the event that
participations in such related Loans may not lawfully be purchased by such Bank,
as may be required so that the credit exposure of the Banks with respect to the
Committed Loans is shared on a basis proportionate to the Commitments of the
Banks.

        (d) Before giving any notice to the Administrative Agent pursuant to
this Section, such Bank shall designate a different Applicable 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.

Section 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
Effective Date, in the case of any Committed Loan or Letter of Credit or any
obligation to make Committed Loans or issue or participate in any Letter of
Credit or (y) the date of the related Competitive Bid Quote, in the case of any
Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, 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 (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Euro-Currency Loan any such requirement included in an
applicable Euro-Currency Reserve Percentage), special deposit, insurance
assessment or similar requirement 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 United
States market for certificates of deposit or the London interbank market any
other condition affecting its Fixed Rate Loans or Letters of Credit Liabilities,
any of its Notes or its obligation to make Fixed Rate Loans or its obligations
hereunder in respect of Letters of Credit and the result of any of the foregoing
is to increase the cost to such Bank (or its Applicable



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<PAGE>

Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Bank (or its Applicable Lending Office) under
this Agreement or under any of its Notes 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 Administrative Agent), the Company shall pay, or cause
the relevant Borrower to 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 Effective Date, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, 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 Administrative Agent), the Company shall pay to
such Bank such additional amount or amounts as will compensate such Bank (or its
Parent) for such reduction, provided that no such demand by any Bank shall
include any period commencing earlier than 90 days prior to the date of demand.

        (c) Each Bank will promptly notify the Company and the Administrative
Agent of any event of which it has knowledge, occurring after Effective Date,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable 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.

        (d) If at any time any Subsidiary that is organized in, or conducts
business in, a jurisdiction outside the United States becomes an Eligible
Subsidiary, all applicable laws, rules and regulations then in effect in such
jurisdiction shall be deemed for purposes of Section 8.03(a) to have been
adopted at such time and all applicable requests and directives theretofore made
by any governmental authority, central bank or comparable agency in such
jurisdiction shall be deemed for purposes of Section 8.03(a) to have been made
at such time; provided that no Bank shall be obligated under Section 8.03(c) to
give notice of any such law, rule, regulation, request or directive, or to
designate a different Applicable Lending Office by reason thereof, until an
officer of such Bank



                                       62
<PAGE>

responsible for administering this Agreement shall have become aware of such
law, rule, regulation, request or directive and the relevant consequences
thereof.

        Section 8.04. Taxes. (a) Any and all payments by any Borrower or the
Guarantor to or for the account of any Bank or any Agent hereunder or under any
Note shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Bank and Agent, taxes imposed on its net income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Bank or Agent
(as the case may be) is organized or any political subdivision thereof and, in
the case of each Bank, taxes imposed on its income, and franchise or similar
taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending
Office or any political subdivision thereof. In the case of each Bank or Agent,
all such non-excluded taxes, duties, levies, imposts, deductions, charges,
withholdings and liabilities are hereinafter referred to as its "TAXES", and all
such excluded taxes are hereinafter referred to as its "DOMESTIC TAXES". If any
Borrower or the Guarantor shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to any Bank or any
Agent, (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 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 or the Guarantor, as the case may be, shall make such
deductions, (iii) the Borrower or the Guarantor, as the case may be, shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law and (iv) the Borrower or the Guarantor shall
furnish to the Administrative Agent, at its address in New York City referred to
in Section 11.01, the original or a certified copy of a receipt evidencing
payment thereof, and, if such receipt relates to Taxes in respect of a sum
payable to any Bank, the Administrative Agent shall promptly deliver such
original or certified copy to such Bank.

        (b) In addition, each Borrower and the Guarantor agrees to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, or charges or similar levies which arise from any payment made hereunder
or under any Note or from the execution or delivery of, or otherwise with
respect to, this Agreement or any Note (hereinafter referred to as "OTHER
TAXES").

        (c) Each Borrower and the Guarantor agrees to indemnify each Bank and
each Agents 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 Agent (as the case may
be) and any liability (including penalties, interest and expenses to the extent
not attributable to the gross negligence or willful misconduct of such Bank or
Agent, as the case may be) arising therefrom or with respect thereto. In
addition, each Borrower and the Guarantor agrees to indemnify each Bank and
Agent for all Domestic Taxes of such Bank or Agent (calculated based on a
hypothetical basis



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<PAGE>

at the maximum marginal rate for a corporation) and any liability (including
penalties, interest and expenses to the extent not attributable to the gross
negligence or willful misconduct of such Bank or Agent, as the case may be)
arising therefrom or with respect thereto, in each case to the extent that such
Domestic Taxes result from any payment or indemnification pursuant to this
Section for (i) Taxes or Other Taxes imposed by any jurisdiction other than the
United States or (ii) Domestic Taxes of such Bank or Agent, as the case may be.
This indemnification shall be made within 15 days from the date such Bank or
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 Company (but
only so long as such Bank remains lawfully able to do so), shall provide the
Company 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 reduces the rate of withholding tax on payments of
interest 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. If the form provided by a Bank at the time such Bank first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, any United States interest withholding tax at such rate
imposed on payments by the Company under this Agreement or under any Note (other
than pursuant to Article 10) shall be excluded from "TAXES" as defined in
Section 8.04(a).

        (e) For any period with respect to which a Bank has failed to provide
the Company 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 a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(a) or Section
8.04(c) with respect to Taxes imposed by the United States; provided that should
a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrowers shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

        (f) If any Borrower or the Guarantor 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 so as to
eliminate or reduce any such additional payment which may thereafter accrue if
such change, in the judgment of such Bank, is not otherwise disadvantageous to
such Bank.



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<PAGE>

        (g) Each Bank and Agent shall, at the request of the Company or the
Guarantor, use reasonable efforts (consistent with applicable legal and
regulatory restrictions) to file any certificate or document requested by the
Company if the making of such a filing would eliminate or reduce the amount of
any additional amounts payable to or for the account of such Bank or Agent (as
the case may be) pursuant to this Section in respect of any Taxes or Other Taxes
imposed by any jurisdiction other than the United States which may thereafter
accrue and would not, in the sole judgement of such Bank or Agent, require such
Bank or Agent to disclose any confidential or proprietary information or be
otherwise disadvantageous to such Bank or Agent.

        (h) If any Borrower or the Guarantor makes any payment pursuant to
Section 8.04(a) or (c) with respect to a Bank, such Bank shall, upon the
reasonable request and at the reasonable expense of such Borrower or the
Guarantor, use reasonable efforts to apply for a refund of tax (if such tax is
not lawfully imposed) or a credit against its tax liabilities on account of such
payment; provided that (A) such Bank shall have no obligation under this Section
8.04(h) if it determines, in its sole discretion, that claiming a refund or a
credit would have adverse tax consequences to it and (B) such Bank shall not be
under any obligation to claim a credit or refund in respect of such payment in
priority to any other claims, reliefs, credits or deductions available to it. If
such Bank receives such a refund or actually reduces its tax liabilities by
utilizing such a credit, such Bank shall, to the extent that it can do so
without prejudice to the retention of the amount of such refund or credit, pay
to the relevant Borrower or the Guarantor an amount equal to the amount so
received or utilized (less any out-of-pocket expenses or taxes imposed on the
receipt of such refund or credit); provided that such Bank shall be required to
pay to such Borrower or the Guarantor (i) only such amounts as such Bank
determines, in its sole discretion and by using any reasonable method which the
Bank deems appropriate, are attributable to such payment by such Borrower or the
Guarantor, and (ii) only if no Event of Default exists at the time such Bank
receives the relevant refund or credit. If a Bank is in an excess foreign tax
credit position, such Bank shall be deemed not to have utilized a foreign tax
credit with respect to any such payment by the Borrower or the Guarantor. Each
Borrower and the Guarantor agrees to return, upon the request of a Bank, any
payment made by such Bank under this Section 8.04(h) (plus penalties, interest
and other charges imposed by a taxing authority) to such Bank if a taxing
authority or such Bank determines that (x) such Bank is required to repay such
refund or (y) such Bank is unable to utilize such credit. Any calculation or
determination made under this Section 8.04(h) by any Bank shall be conclusive
and final.

        (i) Nothing contained in Section 8.04 shall (i) entitle any Borrower or
the Guarantor to any information determined by any Bank, in its sole discretion,
to be confidential or proprietary information of such Bank, to any tax or
financial information of any Bank or to inspect or review any books and records
of any Bank, (ii) require any Bank to disclose or detail the basis of any
calculation of the



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<PAGE>

amount of any tax benefit or any other amount or the basis of any determination
made under Section 8.04(h) to any Borrower or any other party, (iii) be
construed to require any Bank to institute any administrative proceeding (other
than the filing of a claim for any refund or credit) or judicial proceeding to
obtain any such refund or credit, or (iv) interfere with the rights of any Bank
to conduct its fiscal or tax affairs (including, without limitation, its
determination as to whether to claim a deduction or credit in respect of foreign
taxes) in such manner as it deems fit.

        Section 8.05. Base Rate Loans Substituted for Affected Fixed Rate Loans.
If (i) the obligation of any Bank to make, or convert outstanding Loans to,
Euro-Dollar Loans to any Borrower has been suspended pursuant to Section 8.02(a)
or (ii) any Bank has demanded compensation under Section 8.03 or 8.04 with
respect to its Euro-Currency Loans and the Company shall, by at least five
Euro-Currency Business Days' prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the Company that
the circumstances giving rise to such suspension or demand for compensation no
longer exist:

        (a) all Loans which would otherwise be made by such Bank as (or
continued as or converted into) Euro-Dollar Loans shall instead be made as (or
continued as converted into) Base Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Fixed Rate Loans of the
other Banks), and

        (b) after each of its Euro-Currency Loans has been repaid (or converted
to a Base Rate Loan), all payments of principal which would otherwise be applied
to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans
instead.

If such Bank notifies the Company that the circumstances giving rise to such
notice no longer apply, 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 the related Euro-Dollar Loans of the other Banks.

        Section 8.06. Substitution of Bank. If (i) the obligation of any Bank to
make any Loan has been suspended pursuant to Section 8.02, (ii) any Bank has
demanded compensation under Section 8.03 or 8.04 or (iii) any Bank has not
signed an amendment or waiver that, pursuant to Section 11.05(a), requires such
Bank's signature and such amendment or waiver has been signed by the Required
Banks, the Company shall have the right, with the assistance of the
Administrative Agent, to seek a mutually satisfactory substitute bank or banks
("SUBSTITUTE BANKS") (which may be one or more of the Banks) to purchase the
Committed Loans and assume the Commitment of such Bank (the "EXITING BANK"). The
Exiting Bank shall, upon reasonable notice and payment to it of the purchase
price agreed between it and the Substitute Bank or Banks (or, failing such
agreement, a purchase price equal to the outstanding principal amount of its



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Committed Loans and interest accrued thereon to but excluding the date of
payment), assign all of its rights and obligations under this Agreement and the
Notes (including its Commitment but excluding its Competitive Bid Loans, if any,
unless it otherwise agrees) to the Substitute Bank or Banks, and the Substitute
Bank or Banks shall assume such rights and obligations, in accordance with
Section 11.06(c). In connection with any such sale, the Company shall compensate
the Exiting Bank for any funding losses as provided in Section 2.14 and pay to
the Exiting Bank its facility fees accrued to but excluding the date of such
sale.

                                    ARTICLE 9
             REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

        Each Eligible Subsidiary shall be deemed, by executing and delivering
its Election to Participate, to have represented and warranted as of the date
thereof that:

        Section 9.01. Existence and Power. It is an organization duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and is a Wholly-Owned Subsidiary of the Company.

        Section 9.02. Organization and Governmental Authorization; No
Contravention. The execution and delivery by it of its Election to Participate
and its Notes, and the performance by it of this Agreement and its Notes, are
within its organizational powers, have been duly authorized by all necessary
organizational 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 its charter
or by-laws or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or such Eligible Subsidiary or result in the
creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

        Section 9.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of such Eligible Subsidiary and its Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and binding
obligations of such Eligible Subsidiary.

        Section 9.04. Taxes. Except as disclosed in such Election to
Participate, there is no income, stamp or other tax of any country, or any
taxing authority thereof or therein, imposed by or in the nature of withholding
or otherwise, which is imposed on any payment to be made by such Eligible
Subsidiary pursuant to this Agreement or on its Notes, or is imposed on or by
virtue of the execution, delivery or enforcement of its Election to Participate
or its Notes.



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<PAGE>

                                   ARTICLE 10
                                    GUARANTY

        Section 10.01. The Guaranty. The Company hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on all Loans and
Letter of Credit Liabilities incurred by any Eligible Subsidiary pursuant to
this Agreement, and the full and punctual payment of all other amounts payable
by any Eligible Subsidiary under this Agreement. Upon failure by any Eligible
Subsidiary to pay punctually any such amount, the Company shall forthwith on
demand pay the amount not so paid at the place and in the manner and currency
specified in this Agreement.

        Section 10.02. Guaranty Unconditional. The obligations of the Company
under this Article 10 shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                (i) any extension, renewal, settlement, compromise, waiver or
        release in respect of any obligation of any Eligible Subsidiary under
        this Agreement or any of its Notes or Letters of Credit, by operation of
        law or otherwise;

                (ii) any modification or amendment of or supplement to this
        Agreement or any Note or Letter of Credit of such Eligible Subsidiary
        (except that the Company's guarantee under this Article 10 shall apply
        to the obligations of such Eligible Subsidiary as modified, amended or
        supplemented thereby);

                (iii) any release, impairment, non-perfection or invalidity of
        any direct or indirect security for any obligation of any Eligible
        Subsidiary under this Agreement or any of its Notes or Letters of
        Credit;

                (iv) any change in the organizational existence, structure or
        ownership of any Eligible Subsidiary, or any insolvency, bankruptcy,
        reorganization or other similar proceeding affecting any Eligible
        Subsidiary or its assets or any resulting release or discharge of any
        obligation of any Eligible Subsidiary contained in this Agreement or any
        of its Notes or Letters of Credit;

                (v) the existence of any claim, set-off or other rights which
        the Company may have at any time against any Eligible Subsidiary, any
        Agent, any Bank or any other Person, whether in connection herewith or
        with any unrelated transactions, provided that nothing herein shall
        prevent the assertion of any such claim by separate suit or compulsory
        counterclaim;



                                       68
<PAGE>

                (vi) any invalidity or unenforceability relating to or against
        any Eligible Subsidiary for any reason of this Agreement or any of its
        Notes or Letters of Credit, or any provision of applicable law or
        regulation purporting to prohibit the payment by any Eligible Subsidiary
        of the principal of or interest on any of its Loans or Letter of Credit
        Liabilities or any other amount payable by it under this Agreement; or

                (vii) any other act or omission to act or delay of any kind by
        any Eligible Subsidiary, any Agent, any Bank or any other Person or any
        other circumstance whatsoever which might, but for the provisions of
        this paragraph, constitute a legal or equitable discharge of the
        Company's obligations hereunder.

        Section 10.03. Discharge Only upon Payment in Full; Reinstatement in
Certain Circumstances. The Company's obligations hereunder shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Loans or Letter of Credit Liabilities of the Eligible
Subsidiaries and all other amounts payable by the Company and each Eligible
Subsidiary under this Agreement shall have been paid in full. If at any time any
payment of the principal of or interest on any Loan or Letter of Credit
Liability of any Eligible Subsidiary or any other amount payable by any Eligible
Subsidiary under this Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of any Eligible
Subsidiary or otherwise, the Company's obligations hereunder with respect to
such payment shall be reinstated at such time as though such payment had been
due but not made at such time.

        Section 10.04. Waiver by the Company. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

        Section 10.05. Subrogation. Upon making any payment with respect to the
obligations of any Eligible Subsidiary hereunder, the Company shall be
subrogated to the rights of the payee against such Eligible Subsidiary with
respect to such payment; provided that the Company shall not enforce any payment
by way of subrogation against such Eligible Subsidiary so long as (i) any Bank
has any Commitment hereunder (unless such Eligible Subsidiary is no longer an
Eligible Subsidiary for purposes hereof) or (ii) any amount payable by such
Eligible Subsidiary hereunder remains unpaid.

        Section 10.06. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by any Eligible Subsidiary under this Agreement or
its Notes is stayed upon insolvency, bankruptcy or reorganization of such
Eligible Subsidiary, all such amounts otherwise subject to acceleration under
the terms of this Agreement shall nonetheless be payable by the Company
hereunder



                                       69
<PAGE>

forthwith on demand by the Administrative Agent made at the request of
the Required Banks.

                                   ARTICLE 11
                                  MISCELLANEOUS

        Section 11.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:

                        (v) in the case of the Company, at its address or
                facsimile number set forth on the signature pages hereof;

                        (w) in the case of the Administrative Agent, (i) for any
                notice with respect to Base Rate Loans:

                Agent Bank Services
                1 Chase Manhattan Plaza, 8th Floor,
                New York, New York 10081
                Attention: Anne BowlesTel: 212 552 7260
                Fax: 212 552 7500

        (ii) for any notice with respect to Euro-Dollar Loans or Alternative
        Currency Loans:

                JPMorgan Chase Bank, N.A.
                125 London Wall, 9th Floor
                London EC2Y5AJ, United Kingdom
                Attention: Steve Clarke
                Tel: 011 44 207 777 2353
                Fax: 011 44 207 777 2360

        and (iii) for any other notices, at its address or telex or facsimile
        number in New York City set forth on the signature pages hereof;

                        (x) in the case of an Eligible Subsidiary, at its
                address set forth in its Election to Participate;

                        (y) in the case of any Bank, at its address or telex
                number set forth in its Administrative Questionnaire or in the
                case of any party, such other address or telex or facsimile
                number as such party may hereafter specify for the purpose by
                notice to the Administrative Agent and the Company. Each such
                notice, request or other communication shall be effective (i) if
                given by telex, when such telex is transmitted to the telex
                number specified in this Section and the appropriate answerback
                is received, (ii) if given



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<PAGE>

                by facsimile transmission, when transmitted to the facsimile
                number referred to in this Section and confirmation of receipt
                is received, (iii) if given by mail, 72 hours after such
                communication is deposited in the mails with first class postage
                prepaid, addressed as aforesaid or (iv) if given by any other
                means, when delivered at the address specified in this Section;
                provided that notices to the Administrative Agent under Article
                2 or Article 8 shall not be effective until received; or

                        (z) in case of the Issuing Bank, unless and until such
                other address or telex or facsimile number are specified:

                JPMorgan Chase Bank, N.A.
                c/o JPMorgan Treasury Services
                Global Trade Services
                10420 Highland Manor Drive
                Tampa, FL 33610
                Tel: 813 432 6339
                Fax: 813 432 5161 or 5162

        Section 11.02. No Waivers. No failure or delay by any Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note or
Letter of Credit 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 11.03. Expenses; Indemnification. (a) The Company shall pay (i)
all reasonable out-of-pocket expenses of the Administrative Agent, including
reasonable fees and disbursements of special counsel for the 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 any Agent or any Bank, including fees and disbursements of counsel
(including, without limitation, the allocated costs of in-house counsel), in
connection with such Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom.

        (b) The Company agrees to indemnify each Agent and each 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 (including, without limitation, the reasonable
allocated costs of in-house 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



                                       71
<PAGE>

arising out of this Agreement or any actual or proposed use of proceeds of Loans
or Letters of Credit hereunder; provided that no Indemnitee shall have the right
to be indemnified hereunder for such Indemnitee's own gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction.

        Section 11.04. Sharing of Set-offs. (a) If (i) an Event of Default has
occurred and is continuing and (ii) Banks holding more than 50% in aggregate
Dollar Amount of the Loans have requested the Administrative Agent to declare
the Loans to be immediately due and payable pursuant to Section 6.01, or the
Loans have become immediately due and payable without notice as provided in
Section 6.01, then each Bank and any of its affiliates are hereby authorized by
each Borrower at any time and from time to time, to the extent permitted by
applicable law, without notice to any Borrower (any such notice being expressly
waived by the Borrowers), to set off and apply all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Bank or any of its affiliates to or for the account of
such Borrower against any obligations of such Borrower to such Bank now or
hereafter existing under this Agreement, regardless of whether any such deposit
or other obligation is then due and payable or is in the same currency or is
booked or otherwise payable at the same office as the obligation against which
it is set off and regardless of whether such Bank shall have made any demand for
payment under this Agreement. Each Bank agrees promptly to notify such Borrower
after any such set-off and application made by such Bank or its affiliates;
provided that any failure to give such notice shall not affect the validity of
such setoff and application. The rights of the Banks under this subsection are
in addition to any other rights and remedies which the Banks may have.

        (b) 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 Loan or
Letter of Credit Liability 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 Loan or Letter of Credit Liability of the same
Borrower held by such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Loans and Letter of
Credit Liabilities of the same Borrower 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 Loans and Letter of Credit
Liabilities of the same Borrower 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
relevant Borrower other than its indebtedness under the Agreement. Each Borrower
agrees, to the fullest extent it may effectively do so under applicable law,
that any holder of a participation in any of its Loans or Letter of Credit
Liability, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with



                                       72
<PAGE>

respect to such participation as fully as if such holder of a participation were
a direct creditor of such Borrower in the amount of such participation.

        Section 11.05. Amendments and Waivers. (a) 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 Company and the Required Banks
(and, if the rights or duties of any Issuing Bank or any Agent are affected
thereby, by the Administrative Agent). Notwithstanding the foregoing, no such
amendment or waiver shall,

                (i) unless signed by all affected Banks,

                        (A) increase the Commitment of any Bank or subject any
                Bank to any additional obligation,

                        (B) reduce the principal of or rate of interest on any
                Loan or the amount to be reimbursed in respect of any Letter of
                Credit or any interest thereon or any fees hereunder,

                        (C) postpone the date fixed for any payment of principal
                of or interest on any Loan or for reimbursement in respect of
                any Letter of Credit or any fees hereunder or for the
                termination of any Commitment, or (except as expressly provided
                in Section 2.18) the expiry date of any Letter of Credit; or

                (ii) unless signed by all Banks,

                        (A) release the Guarantor from any of its obligations
                under Article 10,

                        (B) waive any of the conditions to effectiveness set
                forth in Section 3.01,

                        (C) change the percentage of the Commitments or of the
                aggregate Dollar Amount of the Loans or Letter of Credit
                Liabilities, 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, or

                        (D) amend or waive the provisions of this Section 11.05;
                or

                (iii) unless signed by an Eligible Subsidiary, (A) subject such
        Eligible Subsidiary to any additional obligation, (B) increase the
        principal of or rate of interest on any outstanding Loan or Letter of
        Credit Liability of such Eligible Subsidiary, (C) accelerate the stated
        maturity of any outstanding Loan of such Eligible Subsidiary or (D)
        change this Section 11.05(a)(iii).



                                       73
<PAGE>

        (b) For the avoidance of doubt, the exercise by the Company of its
option to increase the aggregate amount of the Commitments pursuant to Section
2.19 shall not require the consent of any Person except for the consent of the
Administrative Agent, the Issuing Bank, any Additional Bank and each Bank whose
Commitment is to be increased.

        Section 11.06. 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 no Borrower may assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all the 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 and/or Letter of Credit Liabilities. In the event of any
such grant by a Bank of a participating interest to a Participant, whether or
not upon notice to the Borrowers and the Administrative Agent, such Bank shall
remain responsible for the performance of its obligations hereunder, and the
Borrowers and the Administrative Agent 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 Borrowers 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 Section 11.05(a)(i) without
the consent of the Participant. The Borrowers agree that each Participant shall,
to the extent provided in its participation agreement, be entitled to the
benefits of 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
institution (each an "ASSIGNEE") all, or a proportionate part of all, of its
rights and obligations under this Agreement and its Notes (including all or a
portion of its Commitment and the Loans at the time owing to it), subject to the
written consent of the Company, the Administrative Agent and the Issuing Bank,
in each case not to be unreasonably withheld or delayed; provided that (i) in
the case of an assignment (x) to a Bank or an affiliate of a Bank or an Approved
Fund with respect to a Bank or (y) at a time when an Event of Default has
occurred and is continuing, no such consent of the Company shall be required,
(ii) except in the case of an assignment of the entire remaining amount of the
assigning Bank's Commitment and the Loans at the time owing to it or in the case
of an assignment to a Bank or an affiliate of a Bank or an Approved Fund with
respect to a Bank, the aggregate amount of the Commitment (which for this
purpose includes Loans



                                       74
<PAGE>

outstanding thereunder) subject to each such assignment (determined as of the
date the Assignment and Assumption Agreement, hereinafter defined, with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000, unless each of the Administrative Agent, the Issuing Bank and,
so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consent (each such consent not to be unreasonably withheld or
delayed), (iii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Bank's rights and obligations under this
Agreement with respect to the Loan or the Commitment assigned, except that this
clause (ii) shall not apply to rights in respect of outstanding Competitive Bid
Loans and (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an agreement, substantially in the form of Exhibit I hereto
(an "ASSIGNMENT AND ASSUMPTION AGREEMENT"), together with a processing and
recordation fee of $3,500, and the such Assignee, if it shall not be a Bank,
shall deliver to the Administrative Agent an Administrative Questionnaire. From
and after the effective date specified in each Assumption Agreement, such
Assignee shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption Agreement, have the rights and obligations of a
Bank under this Agreement, and the assigning Bank thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption Agreement, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption Agreement covering all of the assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 8.03, 8.04 and
11.03). Any assignment or transfer by a Bank of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Bank of a participation in such rights and
obligations in accordance with paragraph (b) of this Section.

        (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Notes to a Federal Reserve Bank or to any affiliate
of such transferor Bank. No such assignment shall release the transferor Bank
from its obligations hereunder and the Borrowers and the Administrative Agent
shall continue to deal solely and directly with such transferor Bank in
connection with such transferor Bank's rights and obligations under this
Agreement.

        (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 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Company'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.

        (f) The Assignee, if it shall not be a Bank, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more Credit Contacts to whom all syndicate-level information



                                       75
<PAGE>

(which may contain material non-public information about the Company and its
Related Parties or its securities) will be made available and who may receive
such information in accordance with the assignee's compliance procedures and
applicable laws, including Federal and state securities laws.

        Section 11.07. 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 collateral in the extension or maintenance of the credit provided for
in this Agreement.

        Section 11.08. 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. Each 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. Each 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 11.09. 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 11.10. Waiver of Jury Trial. EACH OF THE BORROWERS, 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 11.11. Patriot Act Notice. Each Bank that is subject to the Act
(as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Bank) hereby notifies the Company and each Eligible Subsidiary
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 Company, which
information includes the name and address of the Company and such Eligible
Subsidiary and other information that will allow such Bank or the Administrative
Agent, as applicable, to identify the Company and such Eligible Subsidiary in
accordance with the Act.

        Section 11.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Banks agrees to maintain the confidentiality of the



                                       76
<PAGE>

Information (as defined below), except that Information may be disclosed (a) to
its and 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 swap or derivative transaction relating to the Company and its
obligations, (g) with the consent of the Company 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 Administrative Agent, the Issuing
Bank or any Bank on a non-confidential basis from a source other than the
Company. For the purposes of this Section, "Information" means all information
received from the Company relating to the Company or its business, other than
any such information that is available to the Administrative Agent, the Issuing
Bank or any Bank on a non-confidential basis prior to disclosure by the Company.
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.

        EACH BANK ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 11.12
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

        ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY AND ITS
RELATED PARTIES OR ITS SECURITIES. ACCORDINGLY, EACH BANK REPRESENTS TO



                                       77
<PAGE>

THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.



                                       78
<PAGE>

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


                                         ALLERGAN, INC.


                                         By: /s/ Jeffrey L. Edwards
                                             -----------------------------------
                                             Name:Jeffrey L. Edwards
                                             Title:Exec. V.P., Finance and
                                                   Business Dev, CFO

                                         By: /s/ James M. Hindman
                                             -----------------------------------
                                             Name:James M. Hindman
                                             Title:Sr. V.P., Treasury, Risk and
                                                   Investor Relations

                                         2525 Dupont Drive
                                         Irvine, CA 92612
                                         Attn: James M. Hindman
                                         Facsimile: (714) 246-4162

                                         With a copy to:
                                         2525 Dupont Drive
                                         Irvine, CA 92612
                                         Attn: General Counsel
                                         Facsimile: (714) 246-6987

                                         With a copy to:
                                         Latham & Watkins
                                         333 W. Fifth Street, Suite 4000
                                         Los Angeles, CA 90071
                                         Attn: Glen B. Collyer, Esq.
                                         Facsimile: (213) 891-8763


<PAGE>


                                         JPMORGAN CHASE BANK, N.A., individually
                                               and as Administrative Agent


                                         By:/s/ Thomas Hou
                                            ------------------------------------
                                            Name:Thomas Hou
                                            Title:Vice President

                                         270 Park Avenue
                                         New York, NY 10017
                                         Attn: Parkinson Small
                                         Facsimile: (212) 270-6637



<PAGE>

                                         CITICORP USA, INC.,
                                           individually and as Syndication Agent


                                         By: /s/ J. Gregory Davis
                                            ------------------------------------
                                            Name:J. Gregory Davis
                                            Title: Vice President


<PAGE>

                                         Bank of America, N.A.,
                                           individually and as Documentation
                                           Agent

                                         By:/s/ B. Kenneth Burton, Jr.
                                            ------------------------------------
                                            Name: B. Kenneth Burton, Jr.
                                           Title:Vice President


<PAGE>

                                         Morgan Stanley Bank


                                         By: /s/ Daniel Twenge
                                            ------------------------------------
                                            Name: Daniel Twenge
                                            Title: Vice President



<PAGE>

                                         WILLIAM STREET COMMITMENT CORPORATION
                                         (Recourse only to assets of William
                                         Street Commitment Corporation)


                                         By: /s/ Mark Walton
                                            ------------------------------------
                                            Name: Mark Walton
                                            Title: Assistant Vice President



<PAGE>

                                         WELLS FARGO BANK, N.A.

                                         By: /s/ Ling Li
                                            ------------------------------------
                                            Name: Ling Li
                                            Title: Vice President



<PAGE>

                               COMMITMENT SCHEDULE

<Table>
<Caption>
LENDER                                            COMMITMENT
<S>                                               <C>
JPMorgan Chase Bank, N.A.                         $175,000,000
Citicorp USA, Inc.                                $175,000,000
Bank of America, N.A.                             $175,000,000
Morgan Stanley Bank                               $100,000,000
William Street Commitment Corporation             $100,000,000
Wells Fargo Bank, N.A.                            $75,000,000
</Table>



<PAGE>


                                PRICING SCHEDULE
                      AMENDED AND RESTATED CREDIT FACILITY

        Each of "FACILITY FEE RATE" and "EURO-CURRENCY MARGIN" means, for any
date, the rate set forth below in the row opposite such term and in the column
corresponding to the "Status" and "UTILIZATION" that exist on such date:

FIVE YEAR FACILITY

<Table>
<Caption>
STATUS                  LEVEL I     LEVEL II   LEVEL III   LEVEL IV   LEVEL V     LEVEL VI
---------------------   ----------- ---------- ----------- ---------- ----------- ----------
<S>                     <C>         <C>        <C>         <C>        <C>         <C>
Facility Fee Rate
                          .0500%     .0600%      .0700%     .0800%      .1250%     .1750%
Euro-Currency Margin

Utilization = 50%         .1500%     .1900%      .2300%     .2700%      .3750%     .5500%
Utilization > 50%         .2500%     .2900%      .3300%     .3700%      .4750%     .6500%
</Table>

        For purposes of this Schedule, the following terms have the following
meanings, subject to the concluding paragraph of this Schedule:

        "LEVEL I STATUS" exists at any date if, at such date, the Borrower's
Credit Rating is A+ or higher by S&P or A1 or higher by Moody 's.

        "LEVEL II STATUS" exists at any date if, at such date, (i) the
Borrower's Credit Rating is A or higher by S&P or A2 or higher by Moody's and
(ii) Level I Status does not exist.

        "LEVEL III STATUS" exists at any date if, at such date, (i) the
Borrower's Credit Rating is A- or higher by S&P or A3 or higher by Moody's and
(ii) neither Level I Status nor Level II Status exists.

        "LEVEL IV STATUS" exists at any date if, at such date, (i) the
Borrower's Credit Rating is BBB+ or higher by S&P or Baa1 or higher by Moody's
and (ii) none of Level I Status, Level II Status and Level III Status exists.

        "LEVEL V STATUS" exists at any date if, at such date, (i) the Borrower's
Credit Rating is BBB or higher by S&P or Baa2 or higher by Moody's and (ii) none
of Level I Status, Level II Status, Level III Status or Level IV Status exists.

        "LEVEL VI STATUS" exists at any date if, at such date, no other Status
exists.

        "STATUS" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date.

        "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 and Letter of Credit Liabilities at such date, after giving effect to any


<PAGE>

borrowing, issuance or payment on such date, and (ii) the denominator of which
is the aggregate amount of the Commitments at such date, after giving effect to
any reduction of the Commitments on such date. For purposes of this Schedule, if
for any reason any Loans or Letter of Credit Liabilities remain outstanding
after termination of the Commitments, the Utilization for each date on or after
the date of such termination shall be deemed to be 100%.

        The Credit Ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date. In the case of
split ratings from S&P's and Moody's, the rating to be used to determine which
Status applies is the higher of the two; provided that if the split is more than
one full category, one rating above the lower rating shall be used (e.g. A+/A3
results in Level II Status and A+/Baa1 in Level III Status).



<PAGE>

                                                                       EXHIBIT A


                                      NOTE


                                                              New York, New York
                                                                          , 200_


        For value received, Allergan, Inc., a Delaware corporation (the
"BORROWER"), promises to pay to the order of _______________ (the "BANK"), for
the account of its Applicable Lending Office, the unpaid principal amount of
each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates and in the currency provided for in
the Credit Agreement. All such payments of principal and interest shall be made
(i) if in Dollars, in lawful money of the United States in Federal or other
immediately available funds at the office of JPMorgan Chase Bank, N.A., 270 Park
Avenue, New York, New York or (ii) if in an Alternative Currency, in such funds
as may then be customary for the settlement of international transactions in
such Alternative Currency at the place specified for payment thereof pursuant to
the Credit Agreement.

        All Loans made by the Bank, the respective types and maturities thereof,
all repayments of the principal thereof and, in the case of Euro-Currency Loans
in an Alternative Currency, the currency thereof shall be recorded by the Bank
and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding shall be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

        This note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of March 31, 2006 among Allergan, Inc., the Eligible
Subsidiaries referred to therein, the banks party thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent (as the same may be further amended from time to
time, the "CREDIT AGREEMENT"). Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity
hereof.



<PAGE>

        [The payment in full of the principal and interest on this Note has,
pursuant to the provisions of the Credit Agreement, been unconditionally
guaranteed by Allergan, Inc.]1


                                         ALLERGAN, INC.


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



----------
        1  Include in Notes of Eligible Subsidiaries only.

<PAGE>


                                  Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL




<Table>
<Caption>
                Type or      Amount of
                Currency     Principal    Amount of    Maturity     Notation
Date            of Loan      Repaid       Loan         Date         Made by
--------------- ------------ ------------ ------------ ------------ -------------
<S>             <C>          <C>          <C>          <C>          <C>
--------------- ------------ ------------ ------------ ------------ -------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------- ------------ ------------ ------------ ------------ -------------
</Table>


<PAGE>

                                                                       EXHIBIT B

                      FORM OF COMPETITIVE BID QUOTE REQUEST

                                                                          [Date]

To:     JPMorgan Chase Bank, N.A. (the "ADMINISTRATIVE AGENT")

From:   Allergan, Inc.

Re:     Amended and Restated Credit Agreement (the "CREDIT AGREEMENT") dated as
        of March 31, 2006 among Allergan, Inc., the Eligible Subsidiaries
        referred to therein, the Banks party thereto and the Administrative
        Agent

        We hereby give notice pursuant to Section (CR) of the Credit Agreement
that we request Competitive Bid Quotes for the following proposed Competitive
Bid Borrowing(s):

        Date of Borrowing:

<Table>
<Caption>
PRINCIPAL AMOUNT AND CURRENCY 1                               INTEREST PERIOD 2
<S>                                                           <C>
        $
</Table>


        Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate].

        Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                         ALLERGAN, INC.


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


----------


        1 Amount must be $5,000,000 or a larger multiple of $1,000,000 for each
Borrowing of Dollar-Determined Loans and at least $5,000,000 in Dollar Amount
for each Borrowing in an Alternative Currency.

        2 Not less than one month (LIBOR Auction) or not less than 15 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.

<PAGE>

                                                                       EXHIBIT C

                  FORM OF INVITATION FOR COMPETITIVE BID QUOTES

To:     [Name of Bank]

Re:     Invitation for Competitive Bid Quotes to Allergan, Inc. (the "BORROWER")

        Pursuant to Section 2.03 of the Amended and Restated Credit Agreement
dated as of March 31, 2006 among Allergan, Inc., the Eligible Subsidiaries
referred to therein, the Banks parties thereto and the undersigned, as
Administrative Agent, we are pleased on behalf of the Borrower to invite you to
submit Competitive Bid Quotes to the Borrower for the following proposed
Competitive Bid Borrowing(s):

        Date of Borrowing:

        Date of Borrowing:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT AND CURRENCY                                    INTEREST PERIOD
<S>                                                              <C>
        $
</TABLE>

        Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate for Competitive Bid LIBOR Loan is the
London Interbank Offered Rate].

        Please respond to this invitation by no later than [2:00 P.M.] [9:15
A.M.] (New York City time) on [date].



                                         JPMORGAN CHASE BANK, N.A.


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



<PAGE>

                                                                       EXHIBIT D

                          FORM OF COMPETITIVE BID QUOTE



JPMORGAN CHASE BANK, N.A., as Administrative Agent
270 Park Avenue
New York, New York  10017

Attention:

Re:     Competitive Bid Quote to
        Allergan, Inc. (the "BORROWER")

        In response to your invitation on behalf of the Borrower dated
_________________, 200_, we hereby make the following Competitive Bid Quote on
the following terms:

        1.     Quoting Bank:

        2.     Person to contact at Quoting Bank:

        3.     Date of Borrowing:1

        4.     We hereby offer to make Competitive Bid Loan(s) in the following
               principal amounts, in the following currency, for the following
               Interest Periods and at the following rates:



----------

        1  As specified in the related Invitation.

<PAGE>



<Table>
<Caption>
Principal Amount       Interest         Competitive Bid
and Currency2          Period3             [Margin4]          [Absolute Rate5]
<S>                    <C>              <C>                   <C>

</Table>

                                [Provided that the aggregate principal amount of
                                Competitive Bid Loans for which the above offers
                                may be accepted shall not exceed $ .]

        We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Amended and
Restated Credit Agreement dated as of March 31, 2006 among Allergan, Inc., the
Eligible Subsidiaries referred to therein, the Banks and yourselves, as
Administrative Agent, irrevocably obligates us to make the Competitive Bid
Loan(s) for which any offer(s) are accepted, in whole or in part.



                                         [NAME OF BANK]

Dated:
                                         By:
                                            ------------------------------------
                                            Authorized Officer


----------

        2 Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the amount the Bank is willing to lend. Bids for
Dollar-Denominated Loans must be made for $5,000,000 or a larger multiple of
$1,000,000 and at least $5,000,000 for Alternative Currency-Denominated Loans.

        3 Not less than one month or not less than 15 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.

        4 Margin over or under the London Interbank Offered Rate determined for
the applicable Interest Period. Specify percentage (to the nearest 1/10,000 of
1%) and specify whether "PLUS" or "MINUS".

        5 Specify rate of interest per annum (to the nearest 1/10,000 of 1%).



                                       2
<PAGE>

                                                                       EXHIBIT E

                   OPINION OF GENERAL COUNSEL FOR THE COMPANY
                                 March __, 2006

To the Banks and the Administrative
Agent referred to below
c/o JPMorgan Chase Bank, N.A.,
as Administrative Agent
270 Park Avenue
New York, New York  10017
Re:  ALLERGAN, INC.

Ladies and Gentlemen:

        This opinion is being furnished to you pursuant to Section 3.01(b) of
the Amended and Restated Credit Agreement dated as of March 31, 2006 among
Allergan, Inc., a Delaware corporation (the "COMPANY"), the Eligible
Subsidiaries and you (the "CREDIT AGREEMENT"). Capitalized terms used but not
defined herein have the corresponding meanings set forth in the Credit
Agreement.

        I am the Assistant General Counsel of the Company and, in such capacity,
I am generally familiar with the corporate and legal matters concerning the
Company and its Subsidiaries.

        I have made such inquiries and examined, among other things, originals,
or copies certified or otherwise identified to my satisfaction as being true
copies, of such records, agreements, certificates, instruments and other
documents as I have considered necessary or appropriate for purposes of this
opinion.

        Based on the foregoing and in reliance thereon, I am of the opinion
that:

        1. The Company has been duly incorporated and is a validly existing
corporation and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to execute, deliver and perform its
obligations under the Credit Agreement and the Notes and to conduct its business
as presently conducted.

        2. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the character of its business or the
location of its properties makes such qualification necessary, except where the
failure to be so qualified would not have a Materially Adverse Effect.

        3. To the best of my knowledge, the Company and each Subsidiary have all
governmental licenses, authorizations, consents and approvals required to carry
on their respective businesses as presently conducted, except where the


<PAGE>

To the Banks and the
Administrative Agent
referred to below                       2                         March __, 2006


failure to have any of the foregoing would not in the aggregate have a
Materially Adverse Effect.

        4. Neither the Company nor any Subsidiary is in violation of (a) its
charter or bylaws or (b) to the best of my knowledge, any law, statute, rule,
regulation, order, writ, injunction or decree of any Governmental Authority
applicable to them or their respective properties or assets, except, in the case
of clause (b), where any such violation would, singly or in the aggregate with
other such violations, not have a Materially Adverse Effect.

        5. There are no pending or, to the best of my knowledge, threatened
actions or proceedings against the Company or any of its Subsidiaries before any
Governmental Authority which purport to affect the legality, validity, binding
effect or enforceability of the Credit Agreement or the Notes, or which are
likely to have a Materially Adverse Effect except for those actions or
proceedings previously disclosed in the Company's periodic filings made with the
SEC.

        6. The execution and delivery by the Company of the Credit Agreement and
its Notes and the performance of its obligations thereunder have been duly
authorized by all necessary action of the Company.

        7. The Credit Agreement and the Notes of the Company have each been duly
executed and delivered by the Company.

        8. The Credit Agreement constitutes a valid and binding agreement of the
Company and each of its Notes constitute a legal, valid and binding obligation
of the Company, in each case enforceable in accordance with its terms.

        9. The execution, delivery and performance by the Company of the Credit
Agreement and its Notes do not and will not (A) violate the restated certificate
of incorporation or bylaws of the Company as in effect on the date hereof, (B)
to the best of my knowledge, violate any material law or regulation applicable
to the Company or any order, judgment or decree of any Governmental Authority
known to me to be binding on the Company, (C) to the best of my knowledge,
conflict with, result in a material breach of or constitute a material default
under any material indenture, mortgage, deed of trust, agreement or other
instrument to which the Company or any Subsidiary is a party or by which any of
their respective properties are bound or result in or require the creation or
imposition of any Lien upon any of their respective assets, or (D) require any
authorization, consent, waiver or approval of any Governmental Authority.


                                       2
<PAGE>

To the Banks and the
Administrative Agent
referred to below                       3                         March __, 2006


        10. Neither the Company nor any of its Subsidiaries is an "INVESTMENT
COMPANY" within the meaning of the Investment Company Act of 1940, as amended.

        The foregoing opinions are subject to the following exceptions,
qualifications and limitations:

        A. I render no opinion herein as to matters involving the laws of any
jurisdiction other than (i) the federal laws of the United States of America,
(ii) the laws of the State of California and (iii) the Delaware General
Corporation Law. I am not admitted to practice law in the States of Delaware and
New York; however, I am generally familiar with the laws of the State of New
York applicable to unsecured loan transactions and with the Delaware General
Corporation Law as presently in effect and have made such inquiries as I
consider necessary to render the opinions contained in paragraphs 1, 4, 6, 7 and
9. This opinion is limited to the effect of the present state of the foregoing
laws and to the facts as they presently exist. I assume no obligation to revise
or supplement this opinion in the event of future changes in such laws or the
interpretations thereof or such facts. I call your attention to the fact that
the Credit Agreement provides that it and the Notes shall be construed in
accordance with and governed by the laws of the State of New York as to which I
express no opinion herein. However, in my opinion (i) a federal or state court
sitting in California would enforce or otherwise give legal effect to the choice
of New York law set forth in Section 11.08 of the Credit Agreement and (ii) even
if such a court applied California law to determine the rights of the parties
under the Credit Agreement, I would give the opinion set forth in paragraph 8
above.

        B. My opinions set forth in paragraph 8 and (with respect to performance
by the Company) clauses (B) and (D) of paragraph 9 are subject to (i) the effect
of any bankruptcy, insolvency, reorganization, moratorium, arrangement or
similar laws affecting the enforcement of creditors' rights generally
(including, without limitation, the effect of statutory or other laws regarding
fraudulent transfers or preferential transfers) and (ii) general principles of
equity, regardless of whether enforceability is considered in a proceeding in
equity or at law.

        C. Without limitation, I express no opinion (i) as to the ability to
obtain specific performance, injunctive relief or other equitable relief
(whether sought in a proceeding at law or in equity) as a remedy for
noncompliance with Credit Agreement or the Notes, and (ii) regarding the rights
or remedies available to any party insofar as such party may take discretionary
action that is arbitrary, unreasonable or capricious, or is not taken in good
faith or in a commercially reasonable manner, whether or not such action is
permitted under the Credit Agreement or the Notes.


                                       3
<PAGE>

To the Banks and the
Administrative Agent
referred to below                       4                         March __, 2006



        D. I express no opinion with respect to the legality, validity, binding
nature or enforceability of any provision of the Credit Agreement or the Notes
to the effect that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to any other right or
remedy, that the election of some particular remedy does not preclude recourse
to one or more others or that failure to exercise or delay in exercising rights
or remedies will not operate as a waiver of any such right or remedy.

        E. I express no opinion with respect to the legality, validity, binding
nature or enforceability of (i) any waiver under the Credit Agreement or the
Notes or any consents thereunder relating to the rights of the Company or duties
owing to it existing as a matter of law, except to the extent the Company may so
waive or consent under applicable law, (ii) provisions in the Credit Agreement
or the Notes imposing an increase in interest rate upon delinquency in payment
or (iii) any rights of setoff.

        F. I express no opinion as to any provision of the Credit Agreement or
the Notes requiring written amendments or waivers of such documents insofar as
it suggests that oral or other modifications, amendments or waivers could not be
effectively agreed upon by the parties or that the doctrine of promissory
estoppel might not apply.

        G. I express no opinion as to the applicability or effect of any Bank's
compliance with any state or federal laws applicable to the transactions
contemplated by the Credit Agreement.



                                       4
<PAGE>

To the Banks and the
Administrative Agent
referred to below                       5                         March __, 2006


        This opinion is rendered to you in connection with the Credit Agreement
and may not be relied upon by any person other than you (or permitted assignees
under the Credit Agreement) or by you (or any such permitted assignee) in any
other context, provided that you may provide this opinion (i) to bank examiners
and other regulatory authorities should they so request or in connection with
their normal examinations, (ii) to your independent auditors and attorneys,
(iii) pursuant to order or legal process of any court or governmental agency, or
(iv) in connection with any legal action to which you are a party arising out of
the transactions contemplated by the Credit Agreement. This opinion may not be
quoted without my prior written consent. I consent to the delivery of this
opinion to the Administrative Agent's special counsel, Davis Polk & Wardwell,
and to their reliance on this opinion in connection with closing under the
Credit Agreement.

                                         Very truly yours,


                                         Matthew J. Maletta, Esq.
                                         Assistant General Counsel
                                         Allergan, Inc.



                                       5
<PAGE>

                                                                       EXHIBIT F

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                           TO THE ADMINISTRATIVE AGENT

                                                                  March __, 2006


To the Banks and the Administrative Agent
Referred to Below
c/o JPMorgan Chase Bank, N.A., as Administrative Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

        We have participated in the preparation of the Amended and Restated
Credit Agreement (the "CREDIT AGREEMENT") dated as of March 31, 2006 among
Allergan, Inc., a Delaware corporation (the "COMPANY"), the Eligible
Subsidiaries referred to therein, the banks party thereto (the "BANKS"),
JPMorgan Chase Bank, N.A., as Administrative Agent (the "ADMINISTRATIVE AGENT"),
and have acted as special counsel to the Administrative Agent for the purpose of
rendering this opinion pursuant to Section 3.01(c) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

        We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

        Upon the basis of the foregoing, we are of the opinion that:

        1. The execution, delivery and performance by the Company of the Credit
Agreement and its Notes are within the Company's corporate powers and have been
duly authorized by all necessary corporate action.

        2. The Credit Agreement constitutes a valid and binding agreement of the
Company and each Note of the Company constitutes a valid and binding obligation
of the Company, in each case enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally and general principles of equity.

        We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States and the General Corporation Law of the State of Delaware. In


<PAGE>

giving the foregoing opinion, we express no opinion as to the effect (if any) of
any law of any jurisdiction (except the State of New York) in which any Bank is
located which limits the rate of interest that such Bank may charge or collect.

        This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.


                                         Very truly yours,



                                        2
<PAGE>

                                                                       EXHIBIT G

                             ELECTION TO PARTICIPATE

                                                               ___________, 20__


JPMORGAN CHASE BANK, N.A., as Administrative Agent for
the Banks party to the Amended and Restated Credit
Agreement dated as of March 31, 2006
among Allergan, Inc., the Eligible
Subsidiaries referred to therein,
such Banks and such Administrative Agent (the
"CREDIT AGREEMENT")

Dear Sirs:

        Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement have for the purposes
hereof the meaning provided therein.

        The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to be an Eligible Subsidiary for
purposes of the Credit Agreement, effective from the date hereof until an
Election to Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in Article 9 of the Credit Agreement
are true and correct as to the undersigned as of the date hereof, and the
undersigned agrees to perform all the obligations of an Eligible Subsidiary
under, and to be bound in all respects by the terms of, the Credit Agreement,
including without limitation Section 11.08 thereof, as if the undersigned were a
signatory party thereto.

        [Tax disclosure pursuant to Section 8.04]

        The address to which all notices to the undersigned under the Credit
Agreement should be directed is:

        This instrument shall be construed in accordance with and governed by
the laws of the State of New York.



<PAGE>

                                         Very truly yours,



                                         [NAME OF ELIGIBLE SUBSIDIARY]


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

        The undersigned confirms that [name of Eligible Subsidiary] is an
Eligible Subsidiary for purposes of the Credit Agreement described above.

                                         ALLERGAN, INC.


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

        Receipt of the above Election to Participate is acknowledged on and as
of the date set forth above.


                                         JPMORGAN CHASE BANK, N.A.,
                                            as Administrative Agent


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



                                       2
<PAGE>

                                                                       EXHIBIT H

                              ELECTION TO TERMINATE

                                                               ___________, 20__

JPMORGAN CHASE BANK, N.A., as Administrative Agent for
the Banks party to the Amended and Restated Credit
Agreement dated as of
March 31, 2006 among Allergan, Inc.,
the Eligible Subsidiaries
referred to therein, such Banks
and such Administrative Agent (the "CREDIT
AGREEMENT")

Dear Sirs:


        Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement have for the purposes
hereof the meaning provided therein.

        The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, elects to terminate its status as an Eligible
Subsidiary for purposes of the Credit Agreement, effective as of the date
hereof. The undersigned represents and warrants that all principal and interest
on all Notes of the undersigned and all other amounts payable by the undersigned
pursuant to the Credit Agreement have been paid in full on or prior to the date
hereof. Notwithstanding the foregoing, this Election to Terminate shall not
affect any obligation of the undersigned under the Credit Agreement or under any
of its Notes heretofore incurred.



<PAGE>


        This instrument shall be construed in accordance with and governed by
the laws of the State of New York.


                                         Very truly yours,


                                         [NAME OF ELIGIBLE SUBSIDIARY]

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

        The undersigned confirms that [name of Eligible Subsidiary] is an
Eligible Subsidiary for purposes of the Credit Agreement described above.


                                         ALLERGAN, INC.


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

        Receipt of the above Election to Participate is acknowledged on and as
of the date set forth above.


                                         JPMORGAN CHASE BANK, N.A.,
                                             as Administrative Agent


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



                                       2
<PAGE>

                                                                       EXHIBIT I

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

        AGREEMENT dated as of _________, 200_ among [ASSIGNOR] (the "ASSIGNOR"),
[ASSIGNEE] (the "ASSIGNEE"), ALLERGAN, INC., a Delaware corporation (the
"COMPANY"), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT").

                               W I T N E S S E T H

        WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the Amended and Restated Credit Agreement dated as of March 31, 2006
among the Company, the Eligible Subsidiaries party thereto, the Assignor and the
other banks party thereto, as Banks, and the Administrative Agent (the "CREDIT
AGREEMENT");

        WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrowers in an aggregate Dollar Amount at any
time outstanding not to exceed $__________;

        WHEREAS, Committed Loans made to the Borrowers by the Assignor under the
Credit Agreement in the aggregate Dollar Amount of $__________ are outstanding
at the date hereof;

        WHEREAS, Letters of Credit with a total amount available for drawing
thereunder of $_____________ are outstanding at the date hereof; and

        WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "ASSIGNED AMOUNT"),
together with a corresponding portion of its outstanding Committed Loans and a
corresponding portion of its share of the Aggregate Letter of Credit Exposure,
and the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

        SECTION 1. Definitions. All capitalized terms not otherwise defined
herein have the respective meanings set forth in the Credit Agreement.

        SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the
corresponding potion of each of its outstanding Committed Loans and the



<PAGE>

corresponding portion of its share of each component of the Aggregate Letter of
Credit Exposure. Upon the execution and delivery hereof by the Assignor and the
Assignee [and the execution of the consent attached hereto by the Company and
the Administrative Agent] and the payment of the amounts specified in Section 3
required to be paid on the date hereof, (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date
hereof, be reduced by a like amount and the Assignor shall be released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.

        SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof, in Dollars (in Federal funds) and the relevant Alternative
Currencies, the amounts heretofore agreed between them.1 It is understood that
facility fees and letter of commitment fees accrued to the date hereof are for
the account of the Assignor and such fees accruing from and including the date
hereof are for the account of the Assignee. Each of the Assignor and the
Assignee agrees that if it receives any amount under the Credit Agreement which
is for the account of the other party hereto, it shall receive the same for the
account of such other party to the extent of such other party's interest therein
and shall promptly pay the same to such other party.

        SECTION 4. Consent of [the Company, ]** the Administrative Agent and the
Issuing Bank. This Agreement is conditioned upon the consent of [the Company,]**
the Administrative Agent and the Issuing Bank pursuant to Section 11.06(c) of
the Credit Agreement.

        SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition or statements of any
Borrower, or the validity and enforceability of the obligations of any Borrower
in respect of the Credit Agreement or its Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit



----------

        1 Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

        ** Delete if consent of the Company is not required.

        ** Delete if consent of the Company is not required.



                                       2
<PAGE>

analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrowers.

        SECTION 6. Administrative Questionnaire. The Assignee agrees to deliver
to the Administrative Agent a completed Administrative Questionnaire in which
the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Company
and its Related Parties or their respective securities) will be made available
and who may receive such information in accordance with the Assignee's
compliance procedures and applicable laws, including Federal and state
securities laws.

        SECTION 7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

        SECTION 8. Counterparts. 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.



                                       3
<PAGE>

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

                                         [ASSIGNOR]

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


                                         [ASSIGNEE]

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


        The undersigned consent to the foregoing assignment.



                                         ALLERGAN, INC.

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


                                         JPMORGAN CHASE BANK, N.A.,
                                             as Administrative Agent and as
                                             Issuing Bank

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



                                       4
<PAGE>

                                                                       EXHIBIT J


                              MANDATORY COSTS RATE


1.      DEFINITIONS

        In this Exhibit:

        "ACT" means the Bank of England Act of 1998.

        The terms "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
        meanings ascribed to them under or pursuant to the Act or by the Bank of
        England (as may be appropriate), on the day of the application of the
        formula.

        "FEE BASE" has the meaning ascribed to it for the purposes of, and shall
        be calculated in accordance with, the Fees Regulations.

        "FEES REGULATIONS" means, as appropriate, either:

        (a) the Banking Supervision (Fees) Regulations 1998; or

        (b) such regulations as from time to time may be in force, relating to
        the payment of fees for banking supervision in respect of periods
        subsequent to March 31, 1999.

        "FSA" means the Financial Services Authority.

        Any reference to a provision of any statute, directive, order or
        regulation herein is a reference to that provision as amended or
        re-enacted from time to time.

2.      CALCULATION OF THE MANDATORY COSTS RATE

        The Mandatory Costs Rate is an addition to the interest rate on each
        Euro-Currency Loan or any other sum on which interest is to be
        calculated to compensate the Banks for the cost attributable to each
        Euro-Currency Loan or such sum resulting from the imposition from time
        to time under or pursuant to the Act and/or by the Bank of England
        and/or the FSA (or other United Kingdom governmental authorities or
        agencies) of a requirement to place non-interest bearing or Special
        Deposits (whether interest bearing or not) with the Bank of England
        and/or pay fees to the FSA calculated by reference to liabilities used
        to fund the relevant Euro-Currency Loan or such sum.



<PAGE>

        The "MANDATORY COSTS RATE" will be the rate determined by the
        Administrative Agent to be equal to the arithmetic mean (rounded upward,
        if necessary, to the next higher 1/100 of 1%) of the respective rates
        notified by each of the Euro-Currency Reference Banks to the
        Administrative Agent as the rate resulting from the application of the
        following formula:

        For British pounds sterling:

               XL + S(L-D) + F x 0.01
               ----------------------
                   100 - (X + S)

        For other Alternate Currencies:

               F x 0.01
               --------
                 300

        where on the day of application of the formula:

X       is the percentage of Eligible Liabilities (in excess of any stated
        minimum) by reference to which such Euro-Currency Reference Bank is
        required under or pursuant to the Act to maintain cash ratio deposits
        with the Bank of England;

L       is the rate of interest (exclusive of Euro-Currency Margin and Mandatory
        Costs Rate) payable on that day on the related Euro-Currency Loan or
        unpaid sum pursuant to this Agreement;

F       is the rate of periodical charge payable by such Euro-Currency Reference
        Bank to the FSA pursuant to the Fees Regulations and expressed in pounds
        per Pound Sterling1 million of the Fee Base of such Euro-Currency
        Reference Bank;

S       is the level of interest-bearing Special Deposits, expressed as a
        percentage of Eligible Liabilities, which such Euro-Currency Reference
        Bank is required to maintain by the Bank of England (or other United
        Kingdom governmental authorities or agencies); and

D       is the percentage rate per annum payable by the Bank of England to such
        Euro-Currency Reference Bank on Special Deposits.

        (X, L, S and D are to be expressed in the formula as numbers and not as
        percentages. A negative result obtained from subtracting D from L shall
        be counted as zero.)



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        If any Euro-Currency Reference Bank fails to notify any such rate to the
        Administrative Agent, the Mandatory Costs Rate shall be determined on
        the basis of the rate(s) notified to the Administrative Agent by the
        remaining Euro-Currency Reference Bank(s).

        The Mandatory Costs Rate attributable to a Euro-Currency Loan or other
        sum for any period shall be calculated at or about 11:00 A.M. (London
        time) on the first day of such period for the duration of such period.

        The determination of Mandatory Costs Rate by the Administrative Agent in
        relation to any period shall, in the absence of manifest error, be
        conclusive and binding on all parties hereto.

3.      CHANGE OF REQUIREMENTS

        If there is any change in circumstance (including the imposition of
        alternative or additional requirements) which in the reasonable opinion
        of the Administrative Agent renders or will render the above formula (or
        any element thereof, or any defined term used therein) inappropriate or
        inapplicable, the Administrative Agent (following consultation with the
        Borrower and the Banks) shall be entitled to vary the same. Any such
        variation shall, in the absence of manifest error, be conclusive and
        binding on all parties and shall apply from the date specified in such
        notice.



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