US$400,000,000




COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT



                        dated as of


                     November 12, 1996



                           among



           THE READER'S DIGEST ASSOCIATION, INC.,
                 as Borrower and Guarantor,



          The Borrowing Subsidiaries named herein


                 THE CHASE MANHATTAN BANK,
                  as Administrative Agent

                            and

               J. P. MORGAN SECURITIES INC.,
                    as Syndication Agent




                                             [CSM #6700-435]
                     TABLE OF CONTENTS

                                                        Page

                         ARTICLE I
                        DEFINITIONS

SECTION 1.01  Definitions                                 1
        1.02  Accounting Terms                         
                and Determinations                       19
        1.03  Currency Equivalents                       19


                         ARTICLE II
                         THE LOANS

SECTION 2.01  Commitments                                19
        2.02  Loans                                      20
        2.03  Competitive Bid Procedure                  22
        2.04  Standby and Alternate Currency           
                Borrowing Procedure                      24
        2.05  Swingline Loans                            25
        2.06  Conversion and Continuation of           
                Standby Loans                            26
        2.07  Fees                                       27
        2.08  Repayment of Loans; Evidence of Debt       28
        2.09  Interest on Loans                          29
        2.10  Default Interest                           29
        2.11  Alternate Rate of Interest                 30
        2.12  Termination and Reduction of               30
                Commitments
        2.13  Prepayment                                 31
        2.14  Reserve Requirements; Change in          
                Circumstances                            32
        2.15  Change in Legality                         34
        2.16  Indemnity                                  35
        2.17  Pro Rata Treatment                         35
        2.18  Sharing of Setoffs                          36
        2.19  Payments                                   37
        2.20  Taxes                                      37
        2.21  Duty to Mitigate; Assignment of          
                Commitments Under Certain                40
                Circumstances
        2.22  Borrowing Subsidiaries                     40
        2.23  Terms of Alternate                       
                Currency Facilities                      41
        2.24  Currency Fluctuations, etc.                42


                        ARTICLE III
                         CONDITIONS

SECTION 3.01  Effectiveness                              44
        3.02  Borrowings                                 45
        3.03  Initial Borrowing by Each                
                Borrowing Subsidiary                     45


                         ARTICLE IV
               REPRESENTATIONS AND WARRANTIES

SECTION 4.01  Organization; Powers                       46
        4.02  Authorization; Enforceability              46
        4.03  Governmental Approvals; No Conflicts       46
        4.04  Financial Condition; No Material         
                Adverse Change                           47
        4.05  Properties                                 47
        4.06  Litigation and Environmental             
                Matters                                  47
        4.07  Compliance with Laws and                 
                Agreements                               48
        4.08  Not an Investment Company or             
                Holding Company                          48
        4.09  Taxes                                      48
        4.10  ERISA                                      48
        4.11  Disclosure                                 48
        4.12  Federal Reserve Regulations                48


                         ARTICLE V
                   AFFIRMATIVE COVENANTS

SECTION       Financial Statements and Other Information  
5.01                                                     49
        5.02  Notices of Material Events                 50
        5.03  Existence; Conduct of Business             50
        5.04  Payment of Obligations                     50
        5.05  Maintenance of Properties;               
                Insurance                                51
        5.06  Books and Records; Inspection Rights       51
        5.07  Compliance with Laws                       51
        5.08  Use of Proceeds                            51


                         ARTICLE VI
                     NEGATIVE COVENANTS

SECTION 6.01  Liens                                      51
        6.02  Sale and Leaseback Transactions            53
        6.03  Fundamental Changes                        53
        6.04  Transactions with Affiliates               54
        6.05  Restrictive Agreements                     55
        6.06  Subsidiary Debt                            55
        6.07  Consolidated Tangible Net Worth            55


ARTICLE  VII  DEFAULTS                                   55


ARTICLE VIII  THE ADMINISTRATIVE AGENT                   58
                                                       

ARTICLE   IX  GUARANTEE                                  60


                         ARTICLE X
                       MISCELLANEOUS

SECTION 10.01  Notices                                   61
        10.02  Waivers; Amendments                       62
        10.03   Expenses; Indemnity; Damage Waiver       63
        10.04  Successors and Assigns                    64
        10.05  Survival                                  66
        10.06  Counterparts; Integration;              
               Effectiveness                             66
        10.07  Severability                              67
        10.08  Right of Setoff                           67
        10.09  Governing Law; Jurisdiction;            
               Consent to                                67
                Service of Process
        10.10  Waiver of Jury Trial                      68
        10.11  Headings                                  68
        10.12  Confidentiality                           68
        10.13  Conversion of Currencies                  69

Exhibit A-1  - Administrative Questionnaire

Exhibit A-2  - Form of Exemption Certificate

Exhibit B      -    Assignment and Acceptance

Exhibit C  -   Borrowing Subsidiary Agreement

Exhibit D  -  Borrowing Subsidiary Termination

Exhibit E-1    -    Competitive Bid Request

Exhibit E-2    -    Notice of Competitive Bid Request

Exhibit E-3    -    Competitive Bid

Exhibit E-4    -    Competitive Bid Accept/Reject Letter

Exhibit E-5    -    Standby Borrowing Request

Exhibit F-1    -    Opinion of Associate General Counsel for
the Company

Exhibit F-2    -    Opinion of Special Counsel for the
Company

Exhibit F-3    -    Opinion of Counsel for Borrowing
Subsidiary

Exhibit G  -   Alternate Currency Addendum


Schedule 2.01Commitments

Schedule 4.06  Disclosed Matters

Schedule 6.01  Liens

Schedule 6.06  Subsidiary Debt

Schedule II         Committed Currencies


                              
                              
                              
                              COMPETITIVE ADVANCE AND
               REVOLVING CREDIT FACILITY AGREEMENT dated as
               of November 12, 1996 (this "Agreement"),
               among THE READER'S DIGEST ASSOCIATION, INC.,
               as a Borrower and as the Guarantor (each as
               defined herein), the BORROWING SUBSIDIARIES
               (as defined herein), the LENDERS (as defined
               herein), THE CHASE MANHATTAN BANK, as
               Administrative Agent, and J.P. MORGAN
               SECURITIES INC., as Syndication Agent.

          The Borrowers (such term and each other
capitalized term used but not otherwise defined herein
having the meaning assigned to it in Article I) have
requested the Lenders to (i) extend credit in order to
enable them to borrow on a standby revolving credit basis on
and after the date hereof and at any time and from time to
time prior to the Maturity Date a principal amount not to
exceed $400,000,000, and (ii) to make available Swingline
Loans in a principal amount not to exceed $40,000,000 at any
one time.  The proceeds of such Borrowings are to be used
for general corporate purposes, including acquisitions,
share repurchases and commercial paper backup.  The
Borrowers have also requested the Lenders to provide a
procedure pursuant to which the Lenders may be invited to
bid on an uncommitted basis on short-term Borrowings by the
Borrower.  The Lenders are willing to extend such credit to
the Borrowers on the terms and subject to the conditions
herein set forth.

          The parties hereto agree as follows:


                              ARTICLE I

                             DEFINITIONS

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

          "ABR Borrowing" means a Borrowing comprised of ABR
Loans.

          "ABR Loan" means any Standby Loan bearing interest
at a rate determined by reference to the Alternate Base Rate
in accordance with the provisions of Article II.

          "Administrative Agent" means The Chase Manhattan
Bank in its capacity as administrative agent for the Lenders
hereunder, and its successors in such capacity.

          "Administrative Fees" shall have the meaning
assigned to such term in Section 2.07(b).

          "Administrative Questionnaire" means an
administrative questionnaire in the form of Exhibit A-1
hereto.

          "Affiliate" means, with respect to a specified
Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.

          "Agreement Currency" has the meaning set forth in
Section 10.13(b).

          "Alternate Base Rate" means, for any day, a rate
per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

          "Alternate Currency" means a currency other than
Dollars in which one or more Alternate Currency Lenders have
agreed to make Loans pursuant to an Alternate Currency
Addendum.

          "Alternate Currency Addendum" means an agreement
among the Company, one or more Borrowers and one or more
Alternate Currency Lenders, substantially in the form of
Exhibit G.

          "Alternate Currency Agent"  means one or more
entities (which may be the Administrative Agent or its local
affiliates), satisfactory to the Administrative Agent, as is
specified in the applicable Alternate Currency Addendum.

          "Alternate Currency Borrowing" means a Borrowing
comprised of Alternate Currency Loans.

          "Alternate Currency Facility Maximum Borrowing
Amount" has the meaning set forth in Section 2.23(b).

          "Alternate Currency Lender" means any Lender (or
any Affiliate, branch or agency thereof) party to an
Alternate Currency Addendum.  In the event any agency or
Affiliate of a Lender shall be party to an Alternate
Currency Addendum, such agency or Affiliate shall, to the
extent of any commitment extended and any Loans made by it,
have all the rights of such Lender hereunder; provided,
however, that such Lender shall continue to the exclusion of
such agency or Affiliate to have all the voting and
consensual rights vested in it by the terms hereof.

          "Alternate Currency Lender Maximum Borrowing
Amount" has the meaning set forth in Section 2.23(b).

          "Alternate Currency Loan" means any loan
denominated in an Alternate Currency made to a Borrower
pursuant to Section 2.01(b) and an Alternate Currency
Addendum.  Each Alternate Currency Loan shall be a
Eurocurrency Loan or a Loan bearing interest at such other
rate as shall be specified in the applicable Alternate
Currency Addendum.

          "Applicable Creditor" has the meaning set forth in
Section 10.13(b).

          "Applicable Lending Office" means, with respect to
each Lender, such Lender's Domestic Lending Office in the
case of an ABR Loan or a Fixed Rate Loan, such Lender's
Eurocurrency Lending Office in the case of a Eurocurrency
Loan (other than a Eurocurrency Alternate Currency Loan) or
such Lender's (or its Affiliate's) branch or agency, as
specified by such Lender, in the case of an  Alternate
Currency Loan.

          "Assignee" has the meaning set forth in Section
10.04(b).

          "Assignment and Acceptance" means an agreement in
the form of Exhibit B hereto.

          "Available Commitment" means, as to any Lender at
any time, an amount equal to such Lender's Commitment at
such time minus such Lender's Standby Credit Exposure.

          "Availability Period"  means the period from and
including the Effective Date to and excluding the earlier of
the Maturity Date and the date of the termination of the
Commitments.

          "Borrower" means the Company or any Borrowing
Subsidiary.

          "Borrowing" means (a) a group of Standby Loans of
the same Type and currency made by the Lenders and, in the
case of Eurocurrency Loans, as to which a single Interest
Period is in effect, (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date as
to which the same Interest Period is in effect or (c) a
Swingline Loan.

          "Borrowing Subsidiary" means any Subsidiary of the
Company named as such on the signature pages hereto or
designated as a Borrowing Subsidiary by the Company pursuant
to Section 2.22.

          "Borrowing Subsidiary Agreement" means a Borrowing
Subsidiary Agreement substantially in the form of Exhibit C.

          "Borrowing Subsidiary Termination" means a
Borrowing Subsidiary Termination substantially in the form
of Exhibit D.

          "Business Day" means any day (other than a day
which is a Saturday, Sunday or legal holiday in the State of
New York) on which banks are open for business in
New York City; provided, however, that (i) when used in
connection with a Eurocurrency Loan, the term "Business Day"
shall also exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the
London interbank market and (ii) when used in connection
with an Alternate Currency Loan, the term "Business Day"
shall also exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the place
where a particular Loan is to be funded or repaid.

          "Calculation Date" means the last business day of
each calendar week.

          "Capital Lease Obligations" of any Person means
the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof,
which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall
be the capitalized amount thereof determined in accordance
with GAAP.

          A "Change in Control" shall be deemed to have
occurred if (a) the DeWitt Wallace-Reader's Digest Fund,
Inc., the Lila Wallace-Reader's Digest Fund, Inc., The
Reader's Digest Employees Profit-Sharing Plan and any other
employee benefit plans of the Company or any Subsidiary,
taken together (the "Current Control Group"), shall cease to
be the "beneficial owner" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as in effect as of the
date hereof) of shares representing 30% or more of the
voting power represented by the issued and outstanding
capital stock of the Company; (b) any person or group (other
than the Current Control Group) shall acquire "beneficial
ownership" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as in effect as of the date hereof) of
shares representing a greater percentage of the voting power
represented by the issued and outstanding capital stock of
the Company than the percentage of such voting power
represented by the shares beneficially owned by the Current
Control Group; or (c) during any period of 12 consecutive
calendar months, (i) the directors (the "preceding
directors") constituting the Company's board of directors at
the beginning of such period and (ii) any new directors
(x) whose election by the Company's directors or whose
nomination for election by the Company's stockholders was,
in each case, approved by a majority of the Company's
directors then still in office who were either preceding
directors or whose election or nomination for election was
previously so approved or (y) whose election or nomination
for election was voted for or approved, as the case may be,
by the Current Control Group, when all such directors are
taken together, shall cease for any reason to constitute a
majority of the Company's board of directors.  As used in
this definition, "group" shall have the meaning given to
such term in Rule 13d-5 of the Securities Exchange Act of
1934 as in effect on the date hereof.

          "Change in Law" means (a) the adoption of any law,
rule or regulation after the date of this Agreement, (b) any
change in any law, rule or regulation or in the
interpretation or application thereof after the date of this
Agreement or (c) compliance by any Lender with any request,
guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the
date of this Agreement.

          "Chase" means The Chase Manhattan Bank, a New York
banking corporation.

          "Class", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Standby Loans, Competitive
Loans or Swingline Loans.

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

          "Commitment" means, with respect to each Lender,
the commitment of such Lender to make Standby Loans and to
acquire participations in Swingline Loans hereunder as set
forth in Schedule 2.01  or in an Assignment and Acceptance
delivered by such Lender under Section 10.04, as such
Lender's Commitment may be permanently terminated or reduced
from time to time pursuant to Section 2.12 or pursuant to
one or more assignments under Section 10.04.  The Commitment
of each Lender shall automatically and permanently terminate
on the Maturity Date if not terminated earlier pursuant to
the terms hereof.

          "Committed Currency" means each Eligible Currency
listed on Schedule II, as such Schedule may be amended from
time to time.

          "Committed Currency Credit Exposure" means, with
respect to any Lender at any time, the aggregate Dollar
Equivalent of the principal amount of all outstanding
Standby Committed Currency Loans of such Lender.

          "Company" means The Reader's Digest Association,
Inc., a Delaware corporation, and its successors.

          "Competitive Bid" means an offer by a Lender to
make a Competitive Loan pursuant to Section 2.03.

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

          "Competitive Bid Rate" means, as to any
Competitive Bid made by a Lender pursuant to
Section 2.03(b), (i) in the case of a Eurocurrency Loan, the
Margin and (ii) in the case of a Fixed Rate Loan, the fixed
rate of interest offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request made
pursuant to Section 2.03 in the form of Exhibit E-1.

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

          "Competitive Loan" means a loan made pursuant to
the bidding procedure described in Section 2.03.  Each
Competitive Loan shall be a Eurocurrency Competitive Loan or
a Fixed Rate Loan.

          "Competitive Loan Exposure" means, with respect to
any Lender at any time, the aggregate principal amount of
all outstanding Competitive Loans made by such Lender.

          "Consolidated Tangible Net Worth"  means, with
respect to the Company at any date, all amounts which should
be included under shareholders' equity on a consolidated
balance sheet of the Company and the Subsidiaries determined
on a consolidated basis in accordance with GAAP, minus all
items classified as intangible assets on the consolidated
balance sheet of the Company in accordance with GAAP.

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

          "Debt" of any Person means, without duplication,
(a) all obligations of such Person for borrowed money, (b)
all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements
relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred
purchase price of property or services, (f) all Debt of
others secured by (or for which the holder of such Debt has
an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person,
whether or not the Debt secured thereby has been assumed,
(g) all Guarantees by such Person of Debt of others, (h) all
Capital Lease Obligations of such Person, and (i) all
obligations, contingent or otherwise of such Person as an
account party in respect of letters of credit, letters of
guaranty and banker's acceptances; provided, however, that
Debt of any Person shall not include (i) any obligations of
such Person incurred in connection with letters of credit,
letters of guaranty, banker's acceptances, bills of exchange
and similar instruments obtained or created in the ordinary
course of business to support or evidence obligations of
such Person that do not constitute Debt, (ii) endorsements
of checks, bills of exchange and other instruments for
deposit or collection in the ordinary course of business,
(iii) customer deposits and advances and interest payable
thereon in the ordinary course of business in accordance
with customary trade terms and other obligations incurred in
the ordinary course of business through credit on an open
account basis customarily extended to such Person, (iv) any
Debt secured on a non-recourse basis by any assets of such
Person to the extent that the outstanding balance thereof
exceeds the fair market value of such assets and (v)
statutory or other legal obligations to make deposits in
connection with sweepstakes or similar contests.

          "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.

          "Disclosed Matters" means the actions, suits and
proceedings and the environmental matters disclosed in
Schedule 4.06.

          "Dollar Equivalent" means, on any date of
determination, with respect to any amount in any Eligible
Currency, the equivalent in Dollars of such amount,
determined by the Administrative Agent using the Exchange
Rate with respect to such Eligible Currency then in effect
as determined pursuant to Section 1.03(a).

          "Dollars" or "$" means lawful currency of the
United States of America.

          "Domestic Borrowing Subsidiary" means any
Borrowing Subsidiary organized under the laws of the United
States or any of its territories or possessions or any
political subdivision thereof.

          "Domestic Lending Office" means, with respect to
any Lender, the office of such Lender specified as its
"Domestic Lending Office" on Schedule 2.01 or, as to any
person who becomes a Lender after the date hereof, on the
Assignment and Acceptance executed by such person or such
other office of such Lender as such Lender may hereafter
designate from time to time as its "Domestic Lending Office"
by notice to the Company and the Administrative Agent.

          "Effective Date" means the date this Agreement
becomes effective in accordance with Section 3.01.

          "Eligible Currency" means any currency other than
Dollars that is readily available, freely traded and
convertible into Dollars in the London market and as to
which an Exchange Rate may be calculated.

          "Environmental Laws" means any and all federal,
state, local and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or
other governmental restrictions relating to the environment
or to emissions, discharges or releases of pollutants,
contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes into the
environment including, without limitation, ambient air,
surface water, ground water, or land, or otherwise relating
to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products,
chemicals or industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.

          "Environmental Liability" means any liability,
contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines,
penalties or indemnities),of the Company or any Subsidiary
directly or indirectly resulting from or based upon
(a) violation or alleged violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.

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

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

          "ERISA Event" means (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued
thereunder (other than an event for which the 30-day notice
period is waived), with respect to a Plan; (b) the existence
with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the
Company or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Company or any ERISA
Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any notice,
or the receipt by any Multiemployer Plan from the Company or
any ERISA Affiliate of any notice, concerning the imposition
of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.

          "Eurocurrency Alternate Currency Loan" means any
Alternate Currency Loan bearing interest at a rate
determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

          "Eurocurrency Borrowing" means a Borrowing
comprised of Eurocurrency Loans.

          "Eurocurrency Competitive Loan" means any
Competitive Loan bearing interest at a rate determined by
reference to the LIBO Rate in accordance with the provisions
of Article II.

          "Eurocurrency Lending Office" means, with respect
to each Lender, the branch or Affiliate of such Lender which
such Lender has designated as its "Eurocurrency Lending
Office" on Schedule 2.01 or, as to any person who becomes a
Lender after the date hereof, on the Assignment and
Acceptance executed by such person or such other office of
such Lender as such Lender may hereafter designate from time
to time as its "Eurocurrency Lending Office" by notice to
the Company and the Administrative Agent.

          "Eurocurrency Loan" means any Eurocurrency
Competitive Loan, Eurocurrency Standby Loan or Eurocurrency
Alternate Currency Loan.

          "Eurocurrency Standby Borrowing" means a Borrowing
comprised of Eurocurrency Standby Loans.

          "Eurocurrency Standby Loan" means any Standby Loan
bearing interest at a rate determined by reference to the
LIBO Rate in accordance with the provisions of Article II.

          "Event of Default" has the meaning set forth in
Article VII.

          "Exchange Rate" means, with respect to any
Eligible Currency on any date, the rate at which such
Eligible Currency may be exchanged into Dollars, as set
forth on such date on the Reuters currency page set forth on
Schedule II, with respect to a Committed Currency, or in the
applicable Alternate Currency Addendum, with respect to an
Alternate Currency.  In the event that such rate does not
appear on the applicable Reuters currency page, the Exchange
Rate with respect to such Eligible Currency shall be
determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon
by the Administrative Agent and the Company or, in the
absence of such agreement, such Exchange Rate shall instead
be the
Administrative Agent's spot rate of exchange in the London
interbank market or other market where the Administrative
Agent's foreign currency exchange operations in respect of
such Eligible Currency are then being conducted, at or about
10:00 A.M., local time, on such date for the purchase of
Dollars with such Eligible Currency for delivery two
Business Days later; provided, however, that if at the time
of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such
rate, and such determination shall be conclusive absent
manifest error.

          "Excluded Taxes" means, with respect to the
Administrative Agent, any Lender or any other recipient of
any payment to be made by or on account of any Obligation of
any Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) such recipient's net income by
the United States or by the jurisdiction under the laws of
which such recipient is organized or in which it is doing
business or any political subdivision of such jurisdictions
(other than by reason of entering into this Agreement or
enforcing its rights hereunder or making any Loan or
receiving any payment with respect to a Loan or pursuant to
this Agreement), (b) any branch profits or similar tax
imposed by the Relevant Jurisdiction and (c) in the case of
a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.21(b)) or the
Administrative Agent, any withholding tax that (i) is
imposed on amounts payable to such Foreign Lender or the
Administrative Agent at the time such Lender or the
Administrative Agent becomes a party to this Agreement (by
execution of this Agreement or by assignment) or to an
Alternate Currency Addendum in the case of payments under
such Addendum (or designates a new lending office), other
than any withholding tax imposed on payments (A) by any
Borrowing Subsidiary that becomes a party to this Agreement
after the date such Foreign Lender or the Administrative
Agent becomes a party to this Agreement and is located in a
jurisdiction other than those in which any other Borrowers
at such date are located or (B) by any Borrowing Subsidiary
from a Payment Location other than a Payment Location from
which payments were made (or a Payment Location that was
identified in this Agreement or any schedule hereto as a
Payment Location from which payments would be made) by such
Borrower before such Foreign Lender or the Administrative
Agent became a party to this Agreement or an Alternate
Currency Addendum, or (ii) is attributable to such Foreign
Lender's or the Administrative Agent's failure to comply
with Section 2.20(f) or Section 2.20(g) or is attributable
to any form or documentation provided by such Foreign Lender
or the Administrative Agent pursuant to Section 2.20 proving
to have been incorrect when made in any material respect,
except to the extent that such Foreign Lender (or its
assignor, if any) or the Administrative Agent was otherwise
entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to
Section 2.20(a).  For purposes of this paragraph, "tax" or
"taxes" shall include all present or future taxes, levies,
imposts, deductions, charges or withholdings imposed by any
Governmental Authority, and all liabilities with respect
thereto (including without limitation any interest,
penalties or other additions to tax).  For purposes of this
paragraph, a Lender and each of its Affiliates shall be
treated as a separate Lender.

          "Facility Excess" shall have the meaning assigned
to such term in Section 2.24(b).

          "Facility Fee" shall have the meaning assigned to
such term in Section 2.07(a).

          "Facility Overage" means an amount equal to the
excess of (a) the Total Commitment over (b) the aggregate
amount of all Alternate Currency Facility Maximum Borrowing
Amounts (determined, if applicable, after giving effect to
any reduction therein made pursuant to Section 2.24(a)).

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

          "Fees" means the Facility Fee, the Administrative
Fees and the Utilization Fee.

          "Financial Officer" means the chief financial
officer, principal accounting officer, treasurer or
controller of the Company.

          "Fixed Rate" shall mean the fixed rate of interest
applicable to a Fixed Rate Loan.

          "Fixed Rate Borrowing" means a Borrowing comprised
of Fixed Rate Loans.

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

          "Foreign Borrower" means each Borrower that is a
Foreign Subsidiary.

          "Foreign Lender", with respect to any Loan, means
any Lender making such Loan that is organized under the laws
of a jurisdiction other than the Relevant Jurisdiction.

          "Foreign Subsidiary" means any Subsidiary
organized under the laws of a jurisdiction outside the
United States of America or any of its territories or
possessions or any political subdivision thereof.

          "GAAP" means generally accepted accounting
principles, applied on a consistent basis.

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

          "Guarantee" means any agreement by which any
Borrower or any Subsidiary assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes liable upon, the Debt of
another Person, or agrees to maintain the net worth or
working capital or other financial condition of such Person
so as to enable such Person to pay such Debt or otherwise
assure any creditor of such Person against loss with respect
to such Debt, but shall not include (i) customary
indemnifications, representations and warranties made in the
ordinary course of business in connection with purchases,
sales or leasing of property or issuances of securities,
(ii) assurances given in the ordinary course of business of
the payment of obligations of customers or suppliers of the
Company or any Subsidiary, (iii) retained liability in
connection with sales of accounts receivable or chattel
paper in the ordinary course of business (but only to the
extent customary in connection with sales accounted for as
true sales) or (iv) guarantees of loans or advances made to
present or former officers and directors of the Company or
any Subsidiary (x) to enable them to acquire capital stock
of the Company or any Subsidiary or (y)  so long as the
aggregate amount thereof does not exceed $3,000,000, for any
other purpose.

          "Guarantor" means the Company.

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

          "Hazardous Materials" means all explosive or
radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any
nature regulated pursuant to any Environmental Law.

          "Indemnified Taxes" means Taxes, including Other
Taxes but excluding Excluded Taxes.

          "Indemnitee" shall have the meaning assigned to
such term in Section 10.03(b).

          "Information" shall have the meaning assigned to
such term in Section 10.12.

          "Interest Payment Date" means (a) with respect to
any Loan, the last day of each Interest Period applicable to
the Borrowing of which such Loan is a part and, in addition,
the date of any prepayment of such Loan or conversion of
such Loan to a Loan of a different Type, (b) in the case of
a Eurocurrency Loan with an Interest Period of more than
three months' duration or a Fixed Rate Loan with an Interest
Period of more than 90 days' duration, each day that would
have been an Interest Payment Date for such Loan had
successive Interest Periods of three months' duration or
90 days' duration, as the case may be, been applicable to
such Loan and (c) with respect to an Alternate Currency Loan
(other than a Eurocurrency Loan), such days as shall be
specified in the applicable Alternate Currency Addendum.

          "Interest Period" means (a) as to any Eurocurrency
Borrowing, the period commencing on the date of such
Borrowing or on the last day of the immediately preceding
Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months
thereafter, as the Borrower may elect, (b) as to any
ABR Borrowing, the period commencing on the date of such
Borrowing or on the last day of the immediately preceding
Interest Period applicable to such Borrowing, as the case
may be, and ending on the earliest of (i) the next
succeeding March 31, June 30, September 30 or December 31,
(ii) the Maturity Date and (iii) the date such Borrowing is
converted to a Borrowing of a different Type in accordance
with Section 2.06 or repaid or prepaid in accordance with
Section 2.08 or Section 2.13, (c) as to any Fixed Rate
Borrowing, the period commencing on the date of such
Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the Fixed Rate
Loans comprising such Borrowing were extended, which shall
not be earlier than seven days after the date of such
Borrowing or later than 360 days after the date of such
Borrowing, (d) as to any Swingline Borrowing, the period
commencing on the date of such Borrowing and ending on the
earliest of (i) the Maturity Date and (ii) the date such
Borrowing is repaid in accordance with Section 2.08 or 2.13
and (e) as to any Alternate Currency Borrowing, such periods
as shall be specified in the applicable Alternate Currency
Addendum; provided, however, that if any Interest Period
would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day
unless, in the case of Eurocurrency Loans only, such next
succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the
next preceding Business Day.  Interest shall accrue from and
including the first day of an Interest Period to but
excluding the last day of such Interest Period.

          "Judgment Currency" shall have the meaning
assigned to such term in Section 10.13(b).

          "Lender" means each financial institution listed
on the signature pages hereof, each Assignee which becomes a
Lender pursuant to Section 10.04, and their respective
successors.  Unless context otherwise requires, the term
"Lenders" includes Swingline Lenders.

          "LIBO Rate" means, with respect to any
Eurocurrency Borrowing for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to the arithmetic average of the rates
that appear on the Reuters Screen LIBO Page as of 11:00 a.m.
(London time) on such date for deposits in Dollars or in the
applicable Eligible Currency and for a maturity comparable
to such Interest Period or, in the event no such rates
appear on the Reuters Screen LIBO Page, the rate at which
deposits in Dollars or the applicable Eligible Currency
approximately equal in principal amount to such Borrowing
and for a maturity comparable to such Interest Period are
offered to the principal London office of the Administrative
Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest
Period.

          "Lien" means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.  For the
purposes of this Agreement, the 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 Competitive Loan, a Standby Loan,
an Alternate Currency Loan or a Swingline Loan.

          "Loan Documents" means this Agreement, each
Borrowing Subsidiary Agreement, and each Alternate Currency
Addendum and each amendment, supplement, modification,
consent or waiver of, to or in respect of any of the
foregoing.

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

          "Material Adverse Effect" means (a) a materially
adverse effect on the business, assets, operations or
financial condition of the Company and its Subsidiaries,
taken as a whole, (b) material impairment of the ability of
the Company and its Subsidiaries, taken as a whole,  to
perform the Obligations or (c) material impairment of the
rights available to the Lenders or the Administrative Agent
under any Loan Document.

          "Material Debt" means Debt (other than the Loans),
or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Material
Subsidiaries in an aggregate principal amount exceeding
$20,000,000.  For purposes of determining Material Debt, the
"principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any
netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Hedging Agreement were
terminated at such time.

          "Material Subsidiary" means each Borrowing
Subsidiary and each other Subsidiary other than Subsidiaries
that, (a) individually do not account for more than (i) 3%
of the assets, (ii) 3% of Consolidated Tangible Net Worth or
(iii) 3% of the revenues and (b) in the aggregate do not
account for more than (i) 10% of the assets, (ii) 10% of
Consolidated Tangible Net Worth or (iii) 10% of the
revenues, in each case, at the end of or for the four fiscal
quarters most recently ended, of the Company and its
Subsidiaries on a consolidated basis.

          "Maturity Date" means October 31, 2001.

          "Multicurrency Borrowing" means a Borrowing
comprised of Multicurrency Loans.

          "Multicurrency Loan" means a loan denominated in
an Eligible Currency.

          "Multicurrency Maximum Borrowing Amount" means
$100,000,000.

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

          "Notice of Competitive Bid Request" means a
notification made pursuant to Section 2.03 in the form of
Exhibit E-2.

          "Obligations" means the due and punctual payment
of (i) the principal of and interest on the Loans, when and
as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, and (ii) all
other monetary obligations, including Fees, costs, expenses
and indemnities (including, without limitation, the
obligations described in Section 2.20) of the Borrowers to
the Lenders under this Agreement and the other Loan
Documents.

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

          "Participant" has the meaning set forth in
Section 10.04(e).

          "Participation Percentage"  means, with respect to
any Lender, the Percentage of the Total Commitments
represented by such Lender's Commitment.  If the Commitments
have terminated or expired, the Participation Percentages
shall be determined based on the Commitments most recently
in effect, giving effect to any assignments.

          "Payment Location" shall mean an office, branch or
other place of business of any Borrower.

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

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for Taxes, fees,
     assessments or other governmental charges or levies
     that are not yet due or are being contested in
     compliance with Section 5.04;

          (b) carriers', warehousemen's, mechanics',
     materialmen's, repairmen's, vendors' or lessors' Liens
     (and deposits to obtain the release of such Liens), set-
     off rights and other like Liens imposed by law (or
     contract, to the extent that such contractual Liens are
     similar in nature and scope to Liens imposed by law),
     in each case arising in the ordinary course of business
     and securing obligations that are not overdue by more
     than 60 days or are being contested in compliance with
     Section 5.04;

          (c) Liens incurred and pledges and deposits made
     in the ordinary course of business in connection with
     workers' compensation, disability or unemployment
     insurance, old-age pensions, retiree health benefits
     and other social security laws or regulations;

          (d) deposits (including deposits made to satisfy
     statutory or other legal obligations in connection with
     sweepstakes or similar contests) to secure the
     performance of bids, trade contracts, leases, statutory
     obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in
     the ordinary course of business;

          (e)(i) easements, covenants, conditions,
     restrictions, leases, subleases, licenses, rights of
     way, minor irregularities in, or lack of, title and
     similar encumbrances affecting real property, (ii) with
     respect to any lessee's or licensee's interest in real
     or personal property, mortgages, liens, rights and
     obligations and other encumbrances arising by, through
     or under any owner, lessor or licensor thereof, with or
     without the lessee's or licensee's consent, and
     (iii) leases, licenses, rights and obligations in
     connection with patents, copyrights, trademarks, trade
     names and other intellectual property, in each case
     that do not secure the payment of borrowed money (other
     than, with respect to any lessee's or licensee's
     interest in real or personal property, mortgages,
     liens, rights and obligations and other encumbrances
     arising by, through or under any owner, lessor or
     licensor thereof) to the extent, in the case of each of
     (i), (ii) and (iii), that the Liens referred to therein
     do not, in the aggregate, materially detract from the
     value of the affected property as used by the Company
     or any Subsidiary in the ordinary course of business or
     materially interfere with the ordinary conduct of the
     business of the Company and its Subsidiaries, taken as
     a whole; and

          (f) Liens in favor of customs and revenue
     authorities to secure payment of customs duties in
     connection with the importation of goods;

provided that "Permitted Encumbrances" shall not include any
Lien securing Debt.

          "Permitted Investments"  shall mean:

          (a) direct obligations of, or obligations the
     principal of and interest on which are unconditionally
     guaranteed by, the United States of America (or by any
     agency thereof to the extent such obligations are
     backed by the full faith and credit of the United
     States of America), in each case maturing within one
     year from the date of acquisition thereof;

          (b) investments in commercial paper maturing
     within 270 days from the date of acquisition thereof
     and having, at such date of acquisition, the highest
     credit rating obtainable from Standard & Poor's Ratings
     Service or from Moody's Investors Service, Inc.;

          (c) investments in certificates of deposit,
     banker's acceptances and time deposits maturing within
     one year from the date of acquisition thereof issued or
     guaranteed by or placed with, and money market deposit
     accounts issued or offered by, any domestic office of
     any commercial bank organized or licensed under the
     laws of the United States of America or any State
     thereof that has a short term deposit rating of A1 from
     Standard & Poor's Ratings Service and P1 from Moody's
     Investors Service, Inc.; and

          (d) other investment instruments approved in
     writing by the Administrative Agent and offered by
     financial institutions which have a combined capital
     and surplus and undivided profits of not less than
     $250,000,000.

          "Person" means an individual, a corporation, 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 any employee pension benefit plan
(other than a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA.

          "Prepayment Account" has the meaning set forth in
Section 2.13(f).

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

          "Register" shall have the meaning assigned to such
term in Section 10.04(c).

          "Registered Note" shall have the meaning assigned
to such term in Section 2.08(e).

          "Regulation G" means Regulation G of the Board of
Governors of the Federal Reserve System of the United States
of America, as in effect from time to time.

          "Regulation U" means Regulation U of the Board of
Governors of the Federal Reserve System of the United States
of America, as in effect from time to time.

          "Regulation X" means Regulation X of the Board of
Governors of the Federal Reserve System of the United States
of America, as in effect from time to time.

          "Relevant Jurisdiction" means (i) in the case of
any Loan to the Company or any Domestic Borrowing
Subsidiary, the United States of America, and (ii) in the
case of any Loan to any other Borrowing Subsidiary, the
jurisdiction imposing (or having the power to impose)
withholding tax on payments by such Borrowing Subsidiary
under this Agreement.

          "Required Lenders" means, at any time, Lenders
having Commitments representing a majority of the Total
Commitment; provided that, after the Commitments have been
terminated for purposes of acceleration pursuant to
clause (ii) of Article VII, "Required Lenders" means Lenders
holding Loans representing a majority of the aggregate
Dollar Equivalent of the principal amount of all Loans
outstanding.

          "Reset Date" shall have the meaning assigned to
such term in Section 1.03(a).

          "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on
that service for the purpose of displaying London interbank
offered rates of major banks).

          "Standby Borrowing" means a Standby Committed
Currency Borrowing or a Standby Dollar Borrowing.

          "Standby Borrowing Request" means a request made
pursuant to Section 2.04 in the form of Exhibit E-5.

          "Standby Committed Currency Borrowing" means a
Borrowing consisting of simultaneous Standby Committed
Currency Loans from each of the Lenders then having an
Available Commitment.

          "Standby Committed Currency Loans" means the
revolving loans made pursuant to Section 2.01(a) that are
denominated in Committed Currencies.  Each Standby Committed
Currency Loan shall be a Eurocurrency Loan.

          "Standby Credit Excess" shall have the meaning
assigned to such term in Section 2.24(a).

          "Standby Credit Exposure" means, with respect to
any Lender at any time, the sum of (a) the aggregate
principal amount at such time of all outstanding Standby
Dollar Loans of such Lender, (b) the aggregate Dollar
Equivalent of the aggregate principal amount of all
outstanding Standby Committed Currency Loans of such Lender,
(c) the aggregate Dollar Equivalent of the aggregate
principal amount of all outstanding Alternate Currency Loans
of such Lender (and each agency or Affiliate of such Lender
acting as an Alternate Currency Lender), and (d) such
Lender's Swingline Exposure.

          "Standby Credit Overage" means, with respect to
any Lender, an amount equal to the excess, if any, of
(a) such Lender's Commitment over (b) the aggregate
Alternate Currency Lender Maximum Borrowing Amounts of such
Lender with respect to all Alternate Currency Addenda to
which such Lender or any of its Affiliates is a party.

          "Standby Dollar Borrowing" means a Borrowing
consisting of simultaneous Standby Dollar Loans from each of
the Lenders then having an Available Commitment.

          "Standby Dollar Loans" means the revolving loans
made pursuant to Section 2.01(a) that are denominated in
Dollars.  Each Standby Dollar Loan shall be a Eurocurrency
Standby Loan or an ABR Loan.

          "Standby Extensions of Credit" means, with respect
to any Lender at any time, the sum of (a) the aggregate
principal amount of all Standby Dollar Loans made by such
Lender then outstanding, (b) the aggregate Dollar Equivalent
of the aggregate principal amount of all Standby Committed
Currency Loans made by such Lender then outstanding and (c)
the aggregate principal amount of all Swingline Loans made
by such Lender then outstanding.

          "Standby Loans" means Standby Dollar Loans and
Standby Committed Currency Loans.

          "subsidiary" means, with respect to any Person
(the "parent") at any date, any corporation, limited
liability company, partnership, association or other entity
the accounts of which would be consolidated with those of
the parent in the parent's consolidated financial statements
if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other
entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership,
more than 50% of the general partnership interests are, as
of such date, owned by the parent or one or more
subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Company.

          "Swingline Exposure" means, at any time, the
aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any
Lender at any time shall be its Participation Percentage of
the total Swingline Exposure at such time.

          "Swingline Lender" means Chase, in its capacity as
lender of Swingline Loans hereunder.

          "Swingline Loan" means a Loan made pursuant to
Section 2.05.

          "Taxes" means any and all present or future taxes,
levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority, and all liabilities
with respect thereto (including without limitation any
interest, penalties or other additions to tax).

          "Total Commitment" means, at any time, the
aggregate Commitments of all the Lenders, as in effect at
such time.

          "Transactions" means the execution, delivery and
performance by the Borrowers and the Guarantor of this
Agreement and any Alternate Currency Addendum, the borrowing
of Loans hereunder and thereunder and the use of the
proceeds of such Loans.

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

          "United States" and "U.S." each means the
United States of America.

          "U.S. Person" means any Person that is (i) a
citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or
organized under the laws of the United States or any State
thereof or (iii) any estate or trust that is subject to U.S.
Federal income taxation regardless of the source of its
income.

          "Utilization Fee" has the meaning assigned to such
term in Section 2.07(c).

          SECTION 1.02.  Accounting Terms and Determina
tions.  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 GAAP as in effect from time to
time; provided that, if the Company notifies the
Administrative Agent that the Company wishes to amend any
provision hereof, including, without limitation, any
covenant in Article VI, to eliminate the effect of any
change in generally accepted accounting principles on the
operation of such provision (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend
any such provision for such purpose), then the Company's
compliance with such provision shall be determined on the
basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is
withdrawn or such provision is amended in a manner
satisfactory to the Company and the Required Lenders.

          SECTION 1.03.  Currency Equivalents. (a)  Not
later than 1:00 p.m., New York City time, on each
Calculation Date, the Administrative Agent and the
Alternative Currency Agents, as applicable, shall
(i) determine the Exchange Rate as of such Calculation Date
with respect to each Committed Currency and each Alternate
Currency as to which an Alternate Currency Addendum is in
effect and (ii) give notice thereof to the Company and the
Lenders.  The Exchange Rates so determined shall become
effective on the first Business Day immediately following
the relevant Calculation Date (a "Reset Date"), shall remain
effective until the next succeeding Reset Date and shall
during the period of their effectiveness be employed in
making any computation of currency equivalents required to
be made under this Agreement (other than any computation
required under Section 10.13).

          (b)  Not later than 5:00 p.m., New York City time,
on each Reset Date and on the date of each Borrowing, the
Administrative Agent shall (i) determine the Dollar
Equivalents of each Standby Committed Currency Loan and
Alternate Currency Loan then outstanding (after giving
effect to any Standby Committed Currency Loan or Alternate
Currency Loan made or repaid on such date) and (ii) notify
the Company and the Lenders of the results of such
determination.



                         ARTICLE II

                         THE LOANS

          SECTION 2.01.  Commitments.  (a)  Subject to the
terms and conditions and relying upon the representations
and warranties herein set forth, each Lender agrees,
severally and not jointly, to make Standby Loans,
denominated in Dollars or in any Committed Currency, to any
Borrower, at any time and from time to time on and after the
Effective Date and until the earlier of the Maturity Date
and the termination of the Commitment of such Lender.

          (b)  Subject to the terms and conditions and
relying upon the representations and warranties set forth
herein and in the applicable Alternate Currency Addendum,
each Alternate Currency Lender that is party to an Alternate
Currency Addendum agrees, severally and not jointly, to make
Alternate Currency Loans under such Alternate Currency
Addendum to the Borrowers party thereto, at any time and
from time to time on and after the later of the Effective
Date and the execution of such Alternate Currency Addendum
and until the earlier of the Maturity Date and the
termination of the Commitment (or the commitment under such
Alternate Currency Addendum) of such Alternate Currency
Lender.

          (c)  Notwithstanding anything to the contrary
contained in this Agreement, in no event may any Borrowing
be made under this Article II if, after giving effect
thereto (and to any concurrent repayment or prepayment of
Loans), (i) the sum of the aggregate Standby Credit
Exposures and the aggregate Competitive Loan Exposures would
exceed the Total Commitment then in effect, (ii) the Standby
Credit Exposure of any Lender would exceed such Lender's
Commitment, (iii) the sum of the aggregate Committed
Currency Credit Exposures and the Dollar Equivalent of the
aggregate Alternate Currency Loans outstanding would exceed
the Multicurrency Maximum Borrowing Amount, (iv) the
aggregate Dollar Equivalent of the Alternate Currency Loans
outstanding under any Alternate Currency Addendum would
exceed the applicable Alternate Currency Facility Maximum
Borrowing Amount, or (v) the aggregate Dollar Equivalent of
the Alternate Currency Loans of any Lender outstanding under
any Alternate Currency Addendum would exceed the applicable
Alternate Currency Lender Maximum Borrowing Amount.

          (d)  Within the foregoing limits, the Borrowers
may borrow, pay or prepay and reborrow Standby Loans and
Alternate Currency Loans hereunder, on and after the
Effective Date and prior to the Maturity Date, subject to
the terms, conditions and limitations set forth herein.
          SECTION 2.02.  Loans.  (a)  Each Standby Loan
shall be made as part of a Borrowing consisting of Standby
Loans denominated in the same currency made by the Lenders
ratably in accordance with their Available Commitments;
provided, however, that the failure of any Lender to make
any Standby Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being under
stood, however, that no Lender shall be responsible for the
failure of any other Lender to make any Loan required to be
made by such other Lender).  Each Alternate Currency Loan
shall be made as part of a Borrowing consisting of Alternate
Currency Loans denominated in the same Alternate Currency
and made by the applicable Alternate Currency Lenders
ratably in accordance with the applicable Alternate Currency
Lender Maximum Borrowing Amounts; provided, however, that
the failure of any Alternate Currency Lender to make any
Alternate Currency Loan shall not in itself relieve any
other Alternate Currency Lender of its obligation to lend
hereunder (it being understood, however, that no Alternate
Currency Lender shall be responsible for the failure of any
other Alternate Currency Lender to make any Alternate
Currency Loan required to be made by such other Alternate
Currency Lender).  Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.03.
The Loans comprising any Borrowing shall be (i) in the case
of Competitive Loans, in an aggregate principal amount that
is an integral multiple of $1,000,000 and not less than
$5,000,000, (ii) in the case of Standby Dollar Loans, in an
aggregate principal amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 (or an aggregate
principal amount equal to the remaining balance of the
Available Commitments), (iii) in the case of Standby
Committed Currency Loans, in an aggregate principal amount
the Dollar Equivalent of which is not less than $5,000,000
and (iv) in the case of Alternate Currency Loans, in an
aggregate principal amount that complies with the
requirements set forth in the applicable Alternate Currency
Addendum.  All Competitive Loans shall be made in Dollars.

          (b)  Each Competitive Borrowing shall be comprised
entirely of Eurocurrency Competitive Loans or Fixed Rate
Loans, each Standby Dollar Borrowing shall be comprised
entirely of Eurocurrency Standby Loans or ABR Loans, and
each Standby Committed Currency Borrowing shall be comprised
entirely of Eurocurrency Standby Loans, as the applicable
Borrower may request pursuant to Section 2.03 or 2.04, as
applicable.  Each Lender may at its option make any
Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided,
however, that any exercise of such option shall not affect
the obligation of the applicable Borrower to repay such Loan
in accordance with the terms of this Agreement.  Borrowings
of more than one Type may be outstanding at the same time;
provided, however, that no Borrower shall be entitled to
request any Borrowing which, if made, would result in an
aggregate of more than 15 separate Eurocurrency Standby
Loans of any Lender being outstanding at any one time.  For
purposes of the foregoing, Loans having different Interest
Periods, regardless of whether they commence on the same
date, shall be considered separate Loans.

          (c)  Subject to Section 2.06 and to (i) in the
case of any Standby Committed Currency Loan, any applicable
alternative procedures set forth in Schedule II or (ii) in
the case of any Alternate Currency Loan, any alternative
procedures set forth in the applicable Alternate Currency
Addendum, each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in
New York, New York, not later than 12:00 noon, New York City
time, and the Administrative Agent shall by 2:00 p.m.,
New York City time, credit the amounts so received to the
account or accounts specified from time to time in one or
more notices delivered by the Company to the Administrative
Agent or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not
have been met, return the amounts so received to the
respective Lenders.  Competitive Loans shall be made by the
Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so
accepted.  Standby Loans and Alternate Currency Loans shall
be made by the Lenders pro rata in accordance with
Section 2.17.  Unless the Administrative Agent shall have
received notice from a Lender prior to the date of any
Borrowing that such Lender will not make available to the
Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with this
paragraph (c) and the Administrative Agent may, in reliance
upon such assumption, make available to the applicable
Borrower on such date a corresponding amount.  If and to the
extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the
applicable Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the
date such amount is repaid to the Administrative Agent at
(i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost
of overnight or short-term funds (which determination shall
be conclusive absent manifest error).  If such Lender shall
repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.

          SECTION 2.03.  Competitive Bid Procedure.  (a)  In
order to request Competitive Bids, a Borrower shall hand
deliver or telecopy to the Administrative Agent a duly
completed Competitive Bid Request in the form of Exhibit E-1
hereto, to be received by the Administrative Agent (i) in
the case of a Eurocurrency Competitive Borrowing, not later
than 10:00 a.m., New York City time, four Business Days
before a proposed Competitive Borrowing and (ii) in the case
of a Fixed Rate Borrowing, not later than 10:00 a.m.,
New York City time, one Business Day before a proposed
Competitive Borrowing.  No ABR Loan shall be requested in,
or made pursuant to, a Competitive Bid Request.  A
Competitive Bid Request that does not conform substantially
to the format of Exhibit E-1 may be rejected in the
Administrative Agent's sole discretion, and the
Administrative Agent shall promptly notify the Borrower of
such rejection by telecopy.  Each Competitive Bid Request
shall refer to this Agreement and specify (v) the Borrower
submitting such Competitive Bid Request, (w) whether the
Borrowing then being requested is to be a Eurocurrency
Borrowing or a Fixed Rate Borrowing, (x) the date of such
Borrowing (which shall be a Business Day) and the aggregate
principal amount thereof, which shall be in a minimum princi
pal amount of $15,000,000 and in an integral multiple of
$1,000,000, (y) the maturity date of such Borrowing (which
may not be after the Maturity Date)and (z) the Interest
Period with respect thereto (which may not end after the
Maturity Date).  Promptly after its receipt of a Competitive
Bid Request that is not rejected as aforesaid, the
Administrative Agent shall telecopy to each Lender a Notice
of Competitive Bid Request inviting the Lender to bid, on
the terms and conditions of this Agreement, to make
Competitive Loans.

          (b)  Subject to paragraph (g) hereof, each Lender
invited to bid may, in its sole discretion, make one or more
Competitive Bids responsive to the Borrower's Competitive
Bid Request.  Each Competitive Bid by a Lender must be
received by the Administrative Agent by telecopy, in the
form of Exhibit E-3 hereto, (i) in the case of a
Eurocurrency Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before a
proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Borrowing, not later than 9:30 a.m., New York
City time, on the day of a proposed Competitive Borrowing.
Multiple bids will be accepted by the Administrative Agent.
Competitive Bids that do not conform substantially to the
format of Exhibit E-3 may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the Lender
making such nonconforming bid of such rejection as soon as
practicable.  Each Competitive Bid shall refer to this
Agreement and specify (x) the principal amount (which shall
be in a minimum principal amount of $5,000,000 and in an
integral multiple of $1,000,000 and which may equal the
entire principal amount of the Competitive Borrowing
requested) of the Competitive Loan or Loans that the Lender
is willing to make, (y) the Competitive Bid Rate or Rates at
which the Lender is prepared to make the Competitive Loan or
Loans and (z) the Interest Period and the last day thereof.
Any Competitive Bid for a principal amount in excess of that
requested in the Competitive Bid Request shall be deemed to
be a Competitive Bid for the principal amount requested.  If
any Lender invited to bid shall elect not to make a
Competitive Bid, such Lender shall so notify the
Administrative Agent by telecopy (I) in the case of
Eurocurrency Competitive Loans, not later than 9:30 a.m.,
New York City time, three Business Days before a proposed
Competitive Borrowing, and (II) in the case of Fixed Rate
Loans, not later than 9:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however,
that failure by any Lender to give such notice shall not
cause such Lender to be obligated to make any Competitive
Loan as part of such Competitive Borrowing.  A Competitive
Bid submitted by a Lender pursuant to this paragraph (b)
shall be irrevocable.

          (c)  The Administrative Agent shall promptly
notify the Borrower, by telecopy, of all the Competitive
Bids made, the Competitive Bid Rate and the principal amount
of each Competitive Loan in respect of which a Competitive
Bid was made and the identity of the Lender that made each
bid.  The Administrative Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as
practicable after completion of the bidding process set
forth in this Section 2.03.
          (d)  The Borrower may in its sole and absolute
discretion, subject only to the provisions of this
paragraph (d), accept or reject any Competitive Bid referred
to in paragraph (c) above.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in
the form of a Competitive Bid Accept/Reject Letter, whether
and to what extent it has decided to accept or reject any of
or all the bids referred to in paragraph (c) above not more
than one hour after it shall have been notified of such bids
by the Administrative Agent pursuant to such paragraph (c);
provided, however, that (i) the failure of the Borrower to
give such notice shall be deemed to be a rejection of all
the bids referred to in paragraph (c) above, (ii) the
Borrower shall not accept a bid made at a particular
Competitive Bid Rate if it has decided to reject a bid made
at a lower Competitive Bid Rate with respect to such
Competitive Bid Request, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed
the principal amount specified in such Competitive Bid
Request, (iv) if the Borrower shall accept a bid or bids
made at a particular Competitive Bid Rate but the amount of
such bid or bids shall cause the total amount of bids to be
accepted to exceed the amount specified in such Competitive
Bid Request, then the Borrower shall accept a portion of
such bid or bids in an amount equal to the amount specified
in such Competitive Bid Request less the amount of all other
Competitive Bids at lower Competitive Bid Rates accepted
with respect to such Competitive Bid Request, which
acceptance, in the case of multiple bids at a particular
Competitive Bid Rate, shall be made pro rata in accordance
with the amount of each such bid at such particular
Competitive Bid Rate, and (v) except pursuant to clause (iv)
above, no bid shall be accepted for a Competitive Loan
unless such Competitive Loan is in a minimum principal
amount of $5,000,000 and an integral multiple of $1,000,000;
provided further, however, that if a Competitive Loan must
be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may
be for an integral multiple of $1,000,000, and in
calculating the pro rata allocation of acceptances of
portions of multiple bids at a particular Competitive Bid
Rate pursuant to clause (iv) the amounts shall be rounded to
integral multiples of $1,000,000 in a manner which shall be
in the discretion of the Borrower.  A notice given pursuant
to this paragraph (d) shall be irrevocable.

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

          (f)  No Competitive Borrowing shall be requested
or made hereunder if after giving effect thereto any of the
conditions set forth in paragraph (c) of Section 2.01 would
not be met.

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

          SECTION 2.04.  Standby and Alternate Currency
Borrowing Procedure.  (a) In order to request a Standby
Borrowing, a Borrower shall hand deliver or telecopy (or
give telephone notice promptly confirmed in writing or by
telecopy) to the Administrative Agent a duly completed
Standby Borrowing Request in the form of Exhibit E-5 (i) in
the case of a Eurocurrency Standby Borrowing, not later than
10:30 a.m., New York City time, three Business Days before
such Borrowing, and (ii) in the case of an ABR Standby
Borrowing, not later than 10:30 a.m., New York City time, on
the day of such Borrowing.  No Fixed Rate Loan shall be
requested or made pursuant to a Standby Borrowing Request.
Such notice shall be irrevocable and shall in each case
specify (A) the Borrower requesting such Standby Borrowing,
(B) whether the Borrowing then being requested is to be a
Standby Dollar Borrowing or a Standby Committed Currency
Borrowing and, if such Standby Borrowing is to be a Standby
Committed Currency Borrowing, the Committed Currency in
which such Borrowing shall be denominated, (C) if such
Borrowing is to be a Standby Dollar Borrowing, whether the
Borrowing then being requested is to be a Eurocurrency
Standby Borrowing or an ABR Standby Borrowing; (D) the date
of such Standby Borrowing (which shall be a Business Day)
and the amount thereof; and (E) if such Borrowing is to be a
Eurocurrency Standby Borrowing, the duration of each
Interest Period with respect thereto, the last of which
shall not end after the Maturity Date.  If no election as to
the Type of Standby Borrowing is specified in any such
notice with respect to a Standby Dollar Borrowing, then the
requested Standby Borrowing shall be an ABR Standby
Borrowing.  If no Interest Period with respect to any
Eurocurrency Standby Borrowing is specified in any such
notice, then the Borrower shall be deemed to have selected
an Interest Period of one month's duration.  If no Committed
Currency with respect to any Eurocurrency Standby Borrowing
is specified in such notice, then the Borrower shall be
deemed to have elected to have such Standby Borrowing be
denominated in Dollars.  The Administrative Agent shall
promptly advise the Lenders of any notice given pursuant to
this Section 2.04 and of each Lender's portion of the
requested Borrowing.

          (b)  In order to request an Alternate Currency
Borrowing, a Borrower shall give the notice required under
the applicable Alternate Currency Addendum and shall
simultaneously deliver a copy of such notice to the
Administrative Agent.

          SECTION 2.05   Swingline Loans  (a)  Subject to
the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to any Borrower from
time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $40,000,000 or (ii) the sum of the
total Standby Credit Exposures plus the aggregate principal
amount of Competitive Loans exceeding the Total Commitments;
provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline
Loan.  Within the foregoing limits and subject to terms and
conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Swingline Loans.

          (b)  In order to request a Swingline Loan, the
applicable Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later
than 12:00 noon, New York City time, on the day of a
proposed Swingline Loan.  Each such notice shall be
irrevocable and shall specify the requested date (which
shall be a Business Day) and amount of the requested
Swingline Loan.  The Administrative Agent will promptly
advise the Swingline Lender of any such notice received from
a Borrower.  The Swingline Lender shall make each Swingline
Loan available to the applicable Borrower by means of a
credit to the general deposit account of such Borrower with
the Swingline Lender by 3:00 p.m., New York City time, on
the requested date of such Swingline Loan.

          (c)  The Swingline Lender may by written notice
given to the Administrative Agent not later than 10:00 a.m.,
New York City time, on any Business Day require the Lenders
to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding.  Such notice
shall specify the aggregate amount of Swingline Loans in
which Lenders will participate.  Promptly upon receipt of
such notice, the Administrative Agent shall give notice
thereof to each Lender, specifying in such notice such
Lender's Participation Percentage of such Swingline Loan or
Loans.  In furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay the Administrative Agent,
for the account of the Swingline Lender, such Lender's
Participation Percentage of such Swingline Loan or Loans.
Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or
reduction whatsoever.  Each Lender shall comply with its
obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided
in Section 2.02(c) with respect to Loans made by such Lender
(and Section 2.02(c) shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative
Agent shall promptly pay the Swingline Lender the amounts
received by it from the Lenders.  The Administrative Agent
shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph and
thereafter payments in respect of such Swingline Loan shall
be made to the Administrative Agent and not to the Swingline
Lender.  Any amounts received by the Swingline Lender from
the Borrower (or other party on behalf of the Borrower) in
respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of the sale of participations therein
shall promptly be remitted to the Administrative Agent; any
such amounts received by the Administrative Agent shall
promptly be remitted to the Lenders that shall have made
payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear.  The purchase of
participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Borrower of any default in
payment thereof.

          SECTION 2.06.  Conversion and Continuation of
Standby Loans.  A Borrower shall have the right at any time
upon prior irrevocable notice to the Administrative Agent
(i) not later than 10:30 a.m., New York City time, on the
day of the conversion, to convert all or any part of any
Eurocurrency Standby Borrowing denominated in Dollars into
an ABR Standby Borrowing, and (ii) not later than
10:30 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any ABR Standby
Borrowing into a Eurocurrency Standby Borrowing denominated
in Dollars or to continue any Eurocurrency Standby Borrowing
as a Eurocurrency Standby Borrowing denominated in the same
currency for an additional Interest Period, subject in each
case to the following:

          (a) if less than all the outstanding principal
     amount of any Standby Borrowing shall be converted or
     continued, (i) in the case of a Standby Dollar
     Borrowing, the aggregate principal amount of the
     Standby Dollar Borrowing being converted or continued
     shall be an integral multiple of $1,000,000 and not
     less than $5,000,000 and (ii) in the case of a Standby
     Committed Currency Borrowing, the Dollar Equivalent of
     the aggregate principal amount of the Standby Committed
     Currency Borrowing being converted or continued shall
     not be less than $5,000,000;

          (b) accrued interest on a Standby Borrowing (or
     portion thereof) being converted shall be paid by the
     Borrower at the time of conversion;

          (c) if any Eurocurrency Standby Borrowing is
     converted at a time other than the end of the Interest
     Period applicable thereto, the Borrower shall pay, upon
     demand, any amounts due to the Lenders pursuant to
     Section 2.16;

          (d) any portion of a Standby Borrowing maturing or
     required to be repaid in less than one month may not be
     converted into or continued as a Eurocurrency Standby
     Borrowing and shall, unless clause (e) applies to such
     Borrowing, be repaid at the end of the Interest Period
     applicable thereto;

          (e) any portion of a Eurocurrency Standby
     Borrowing which is a Standby Dollar Borrowing and which
     cannot be continued as a Eurocurrency Standby Borrowing
     by reason of clause (d) above shall, if not repaid at
     the end of the applicable Interest Period, be auto
     matically converted at the end of the Interest Period
     in effect for such Eurocurrency Standby Borrowing into
     an ABR Standby Borrowing; and

          (f) no Interest Period may be selected for any
     Eurocurrency Standby Borrowing that would end later
     than the Maturity Date.

          Each notice pursuant to this Section 2.06 shall be
irrevocable and shall refer to this Agreement and specify
(i) the identity and amount of the Standby Borrowing to be
converted or continued, (ii) whether such Standby Borrowing
is to be converted to or continued as a Eurocurrency Standby
Borrowing or an ABR Standby Borrowing, (iii) if such notice
requests a conversion, the date of such conversion (which
shall be a Business Day) and (iv) if such Standby Borrowing
is to be converted to or continued as a Eurocurrency Standby
Borrowing, the Interest Period with respect thereto.  If no
Interest Period is specified in any such notice with respect
to any conversion to or continuation as a Eurocurrency
Standby Borrowing, the Borrower shall be deemed to have
selected an Interest Period of one month's duration.  If no
notice shall have been given in accordance with this
Section 2.06 to convert or continue any Standby Dollar
Borrowing, such Standby Dollar Borrowing shall, at the end
of the Interest Period applicable thereto (unless repaid
pursuant to the terms hereof), automatically be continued
into a new Interest Period as an ABR Standby Borrowing.  If
no notice shall have been given in accordance with this
Section 2.06 to continue any Standby Committed Currency
Borrowing, such Standby Committed Currency Borrowing shall,
at the end of the Interest Period applicable thereto, become
due and payable.

          SECTION 2.07.  Fees.  (a)  The Company agrees to
pay to each Lender, through the Administrative Agent, on
each March 31, June 30, September 30 and December 31 (with
the first payment being due on December 31, 1996) and on
each date on which the Commitment of such Lender shall be
terminated as provided herein, a facility fee (a "Facility
Fee"), at a rate of .055% per annum on the amount of the
Commitment of such Lender, whether used or unused, during
the preceding quarter (or other period commencing on the
date hereof or ending with the Maturity Date or any date on
which the Commitment of such Lender shall be terminated).
All Facility Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.  The
Facility Fee due to each Lender shall be payable in arrears
and shall commence to accrue on the date hereof and cease to
accrue on the earlier of the Maturity Date and the termin
ation of the Commitment of such Lender as provided herein.

          (b)  The Company agrees to pay to the
Administrative Agent, for its own account, the
administrative, auction and other fees separately agreed to
by the Company and the Administrative Agent (collectively,
the "Administrative Fees").

          (c)  The Company agrees to pay to each Lender,
through the Administrative Agent, on each March 31, June 30,
September 30 and December 31 and on each date on which the
Commitment of such Lender shall be terminated or reduced as
provided herein, a utilization fee (a "Utilization Fee")
equal to a pro rata portion (based on the ratio of such
Lender's Commitment to the Total Commitment) of .05% per
annum on the principal amount of the outstanding Loans,
including Competitive Loans, whether or not made by such
Lender, for each day during the preceding quarter (or other
period commencing on the date hereof or ending with the
Maturity Date or any date on which the Commitment of such
Lender shall be terminated) on which the sum of the Standby
Credit Exposures and the Competitive Loan Exposures exceeds
50% of the Total Commitment.  The Utilization Fee due to
each Lender shall be payable in arrears and shall commence
to accrue on the date hereof and cease to accrue on the
earlier of the Maturity Date and the termination of the
Commitment of such Lender as provided herein.

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

          SECTION 2.08.  Repayment of Loans; Evidence of
Debt.  (a)  Each of the Borrowers hereby agrees that (i) the
outstanding principal balance of each Standby Loan or
Alternate Currency Loan shall be payable on the Maturity
Date (unless, in the case of an Alternate Currency Loan, an
earlier date is specified in the Alternate Currency Addendum
under which such Alternate Currency Loan was made), (ii) the
outstanding principal balance of each Competitive Loan shall
be payable on the last day of the Interest Period applicable
thereto and (iii) the outstanding principal balance of each
Swingline Loan shall be payable on the tenth Business Day
following the making thereof.

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

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

          (d)  The entries made in the accounts maintained
pursuant to paragraph (b) and (c) of this Section 2.08 shall
be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any
manner affect the obligations of the Borrowers to repay the
Loans in accordance with their terms.

          (e)  Any Lender may request that Loans made by it
be evidenced by a promissory note.  In such event, the
Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered
assigns (in each such case, a "Registered Note")) and in a
form approved by the Administrative Agent.  Thereafter, the
Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to
Section 10.04) be represented by one or more promissory
notes in such form payable to the order of the payee named
therein (or, if such promissory note is a Registered Note,
to such payee and its registered assigns).

          SECTION 2.09.  Interest on Loans.  (a)  Subject to
the provisions of Section 2.10, the Loans comprising each
Eurocurrency Borrowing shall bear interest (computed on the
basis of the actual number of days elapsed over a year of
360 days) at a rate per annum equal to (i) in the case of
each Eurocurrency Standby Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus .095% per
annum, (ii) in the case of each Eurocurrency Competitive
Loan, the LIBO Rate for the Interest Period in effect for
such Borrowing plus (or minus) the Margin offered by the
Lender making such Loan and accepted by the applicable
Borrower pursuant to Section 2.03, (iii) in the case of each
Eurocurrency Alternate Currency Loan, the LIBO Rate for the
Interest Period in effect for such Loan plus the spread
specified in or pursuant to the applicable Alternate
Currency Addendum (or, if no such spread shall be specified,
 .095% per annum) and (iv) in the case of each Swingline
Loan, a per annum money market rate quoted by the Swingline
Lender plus 0.50% per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days).

          (b)  Subject to the provisions of Section 2.10,
the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, for
periods during which the Alternate Base Rate is determined
by reference to the Prime Rate and 360 days for other
periods) at a rate per annum equal to the Alternate Base
Rate.

          (c)  Subject to the provisions of Section 2.10,
each Fixed Rate Loan shall bear interest at a rate per annum
(computed on the basis of the actual number of days elapsed
over a year of 360 days) equal to the fixed rate of interest
offered by the Lender making such Loan and accepted by the
applicable Borrower pursuant to Section 2.03.

          (d)  Subject to the provisions of Section 2.10,
the Loans comprising each Alternate Currency Borrowing
(other than a Eurocurrency Borrowing) shall bear interest at
the rate or rates per annum and calculated in the manner
specified in or pursuant to the applicable Alternate
Currency Addendum.

          (e)  Interest on each Loan shall be payable on
each Interest Payment Date applicable to such Loan except as
otherwise provided in this Agreement or in an applicable
Alternate Currency Addendum.  The applicable LIBO Rate,
Alternate Base Rate or money market rate for each Interest
Period or day within an Interest Period, as the case may be,
shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.10.  Default Interest.  If any Borrower
shall default in the payment of the principal of or interest
on any Loan or any other amount becoming due hereunder,
whether by scheduled maturity, notice of prepayment,
acceleration or otherwise, such Borrower shall on demand
from time to time from the Administrative Agent pay interest
from and including the date of such default, to the extent
permitted by law, on such defaulted amount up to (but not
including) the date of actual payment (after as well as
before judgment) at a rate per annum (computed as provided
in Section 2.09) equal to the higher of (a) the rate, if
any, otherwise applicable to such amount hereunder plus 2%
per annum and (b) the Alternate Base Rate plus 2% per annum
(or, in the case of an Alternate Currency Loan, such other
rate as may be specified in the applicable Alternate
Currency Addendum).

          SECTION 2.11.  Alternate Rate of Interest.  In the
event, and on each occasion, that on the day two Business
Days prior to the commencement of any Interest Period for a
Eurocurrency Borrowing or Multicurrency Borrowing the
Administrative Agent shall have determined (i) that deposits
in the applicable currency in the principal amounts of the
Loans comprising such Borrowing are not generally available
in the London interbank market or any other market in which
the Lenders shall be funding such Loans, (ii) that the rates
at which such deposits in the applicable currency are being
offered will not adequately and fairly reflect the cost to
Lenders having Commitments representing at least 50% of the
Total Commitment at such time (or, in the case of Alternate
Currency Loans, Alternate Currency Lenders having Alternate
Currency Lender Maximum Borrowing Amounts representing at
least 50% of the Alternate Currency Facility Maximum
Borrowing Amount at such time under the applicable Alternate
Currency Addendum, determined without regard for any
adjustments thereto pursuant to Section 2.24) of making or
maintaining their Eurocurrency Loans or Multicurrency Loans
during such Interest Period or (iii) that reasonable means
do not exist for ascertaining the LIBO Rate or any other
rate to be used in determining the interest rate applicable
to any Alternate Currency Loans, the Administrative Agent
shall, as soon as practicable thereafter, give telecopy
notice of such determination to the Company and the Lenders
or the applicable Alternate Currency Lenders.  In the event
of any such determination, until the Administrative Agent
shall have advised the Company and the Lenders or the
applicable Alternate Currency Lenders that the circumstances
giving rise to such notice no longer exist, any request by a
Borrower for a Eurocurrency Competitive Borrowing pursuant
to Section 2.03 or for a Borrowing denominated in an
Eligible Currency, in either case, affected by such
circumstances, shall be of no force and effect and shall be
denied by the Administrative Agent, and any request by a
Borrower for a Eurocurrency Standby Borrowing denominated in
Dollars pursuant to Section 2.04 shall, to the extent
affected by such circumstances, be deemed to be a request
for an ABR Standby Borrowing denominated in Dollars.  Each
determination by the Administrative Agent hereunder shall be
conclusive absent manifest error.

          SECTION 2.12.  Termination and Reduction of
Commitments.  (a)  The Commitments shall be automatically
and permanently terminated on the Maturity Date.

          (b)  Upon at least three Business Days' prior
irrevocable telecopy notice to the Administrative Agent, the
Company may at any time in whole permanently terminate, or
from time to time in part permanently reduce, the Total
Commitment; provided, however, that (i) each partial
reduction of the Total Commitment shall be in an integral
multiple of $1,000,000 and in a minimum principal amount of
$10,000,000 and (ii) no such termination or reduction shall
be made (A) which would reduce the Total Commitment to an
amount less than the sum of the aggregate Standby Credit
Exposures and the aggregate Competitive Loan Exposures,
(B) which would reduce any Lender's Commitment to an amount
that is less than such Lender's Standby Credit Exposure or
(C) which would reduce any Lender's Commitment to an amount
that is less than the aggregate of all the Alternate
Currency Lender Maximum Borrowing Amounts of such Lender.

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

          SECTION 2.13.  Prepayment.  (a)  The Borrowers
shall have the right at any time and from time to time to
prepay any Standby Borrowing, Swingline Loan or, unless
otherwise specified in the applicable Alternate Currency
Addendum, any Alternate Currency Borrowing, in whole or in
part, upon giving telecopy notice (or telephone notice
promptly confirmed by telecopy) to the Administrative Agent:
(i) before 10:00 a.m., New York City time, three Business
Days prior to prepayment, in the case of a Eurocurrency
Standby Borrowing, (ii) before 10:00 a.m., New York City
time, one Business Day prior to prepayment, in the case of
an ABR Borrowing, (iii) before 10:00 a.m., New York City
time, on the day of prepayment, in the case of a Swingline
Loan, and (iv) in the case of an Alternate Currency
Borrowing, by such time as shall be specified in the
applicable Alternate Currency Addendum; provided, however,
that (i) each partial prepayment of any Standby Dollar
Borrowing shall be in an amount which is an integral
multiple of $1,000,000 and not less than $10,000,000 or such
smaller amount as necessary to repay any such Borrowing in
full, (ii) each partial prepayment of any Standby Committed
Currency Borrowing shall be in a Dollar Equivalent which is
not less than $10,000,000 or such smaller amount as
necessary to repay any such Borrowing in full and (iii) each
partial prepayment of any Alternate Currency Borrowing shall
be in any minimum amount specified in the applicable
Alternate Currency Addendum or such smaller amount as
necessary to repay any such Borrowing in full.  No
prepayment may be made in respect of any Competitive
Borrowing.

          (b)  On the date of any termination or reduction
of the Commitments pursuant to Section 2.12, the Borrowers
shall pay or prepay so much of the Standby Borrowings as
shall be necessary in order that the sum of the aggregate
Standby Credit Exposures and the aggregate Competitive Loan
Exposures will not exceed the Total Commitment, after giving
effect to such termination or reduction.

          (c)  If, on the last day of any Interest Period
for any Borrowing, the sum of the aggregate Standby Credit
Exposures and the aggregate Competitive Loan Exposures
exceeds the Total Commitment, the applicable Borrower shall,
on such day, prepay such Borrowing in an amount equal to the
lesser of (i) such excess and (ii) the amount of such
Borrowing.

          (d)  If, on the last day of any Interest Period
for any Borrowing, the Standby Credit Exposure of any Lender
of a Loan included in such Borrowing exceeds such Lender's
Commitment, the applicable Borrower shall, on such day,
prepay such Borrowing in an amount equal to the lesser of
(i) the amount necessary to eliminate such excess and (ii)
the amount of such Borrowing.

          (e)  Each notice of prepayment given pursuant to
paragraph (a) above shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof)
to be prepaid, shall be irrevocable and shall commit the
applicable Borrower to prepay such Borrowing (or portion
thereof) in the amount stated therein on the date stated
therein.  All prepayments under this Section 2.13 shall be
subject to Section 2.16 but otherwise without premium or
penalty.  All prepayments under this Section 2.13 shall be
accompanied by accrued interest on the principal amount
being prepaid to the date of payment.

          (f)  In satisfaction of any prepayment obligation
under paragraph (b), (c), or (d) of this Section 2.13 when
due or under Section 2.24, in each case with respect to any
Eurocurrency Loan or Alternate Currency Loan, the Company
may deposit in the Prepayment Account (as defined below)
cash (in the currencies of the Loans to be prepaid) in an
aggregate amount sufficient to satisfy such prepayment
obligation.  The Administrative Agent shall deposit such
amount in the Prepayment Account and shall apply such amount
to prepay each Loan against which such cash is being held,
on the last day of the applicable Interest Period (or, at
the direction of the Company, on any earlier date).  For
purposes of this Agreement, the term "Prepayment Account"
shall mean an account or accounts established by the Company
with the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal for
application in accordance with this paragraph (f).  The
Administrative Agent will, at the request of the Company
from time to time, invest cash in the Prepayment Account in
Permitted Investments that mature on or prior to the last
day of the applicable Interest Periods of the Loans against
which such cash is being held; provided, however, that the
Administrative Agent shall not be required to make any
investment (i) that, in its sole judgment, would cause it to
be in, or would result in any, violation of any law,
statute, rule or regulation or (ii) if a Default or Event of
Default shall have occurred and be continuing.  The Company
shall indemnify the Administrative Agent for any losses
relating to the investments so that the cash in the
Prepayment Account will be sufficient to prepay each Loan
against which such cash is being held, on the last day of
the applicable Interest Period.  The Prepayment Account
shall not bear interest other than any interest or profits
on such investments, which shall be deposited in the
Prepayment Account and reinvested and disbursed as specified
above.  If the maturity of the Loans has been accelerated
pursuant to Article VII, the Administrative Agent may, in
its sole discretion, apply all amounts on deposit in the
Prepayment Account to satisfy any of the Obligations.  The
Company hereby grants to the Administrative Agent, for its
benefit and the benefit of the Lenders, a security interest
in the Prepayment Account to secure the Obligations.  At any
time that no Event of Default has occurred and is continuing
and there is no outstanding Loan against which cash in the
Prepayment Account is required to be held, the
Administrative Agent shall release all cash in the
Prepayment Account to the Company.

          SECTION 2.14.  Reserve Requirements; Change in
Circumstances.  (a)  Notwithstanding any other provision
herein but subject to paragraph (d) below and to
Section 2.21, if any Change in Law shall result in the
imposition, modification or applicability of any reserve,
special deposit or similar requirement against assets of,
deposits with or for the account of or credit extended by
any Lender, or shall result in the imposition on any Lender
or the London interbank market or any other market in which
the funding operations of any Lender shall be conducted of
any other condition, in any such case, affecting this
Agreement, such Lender's Commitment or any Eurocurrency
Loan, Fixed Rate Loan or Alternate Currency Loan made by
such Lender, and the result of any of the foregoing shall be
to increase the cost to such Lender of making or maintaining
any Eurocurrency Loan, Fixed Rate Loan or Alternate Currency
Loan or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal,
interest or otherwise) by an amount deemed by such Lender to
be material, then the Company and the applicable Borrower
agree severally (and not jointly) to pay such additional
amount or amounts as will compensate such Lender for such
additional costs or reduction.  Notwithstanding the
foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any
Competitive Loan (i) relating to any reserve requirements in
effect at the time the Competitive Bid with respect thereto
is submitted by such Lender or (ii) if the Change in Law
giving rise to such request was known by such Lender to be
applicable to it at the time of submission of the
Competitive Bid pursuant to which such Competitive Loan was
made.

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

          (c)  A certificate of each Lender setting forth
such amount or amounts as shall be necessary to compensate
such Lender or its holding company as specified in
paragraph (a) or (b) above, as the case may be, and setting
forth in reasonable detail the manner in which such amount
or amounts shall have been determined, shall be delivered to
the Company with a copy to the Administrative Agent and
shall be conclusive absent manifest error.  The Company or
the applicable Borrower, as the case may be, shall pay each
Lender the amount shown as due on any such certificate
delivered by it within 10 Business Days after its receipt of
the same.

          (d)  Failure or delay on the part of any Lender to
demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on
capital shall not constitute a waiver of such Lender's right
to demand such compensation with respect to such period or
any other period, except that no Lender shall be entitled to
any compensation under this Section 2.14 for any costs
incurred or reduction suffered with respect to any date
unless such Lender shall have notified the Company that it
will demand compensation for such costs or reductions under
paragraph (c) above not more than 60 days after the later of
(i) such date and (ii) the date on which such Lender shall
have become aware of such costs or reductions.  The
protection of this Section shall be available to each Lender
regardless of any possible contention of the invalidity or
inapplicability of any law, rule, regulation or guideline or
any Change in Law.  Notwithstanding any other provision in
this Section 2.14, no Lender shall demand compensation for
any increased cost or reduction referred to above if it
shall not at the time be the general policy or practice of
such Lender to demand such compensation in similar
circumstances under comparable provisions of other credit
agreements, if any.  If any Lender shall receive as a refund
any moneys from any source in respect of any increased cost
or reduction that it has identified on any certificate
provided pursuant to paragraph (c) above, to the extent that
the Company or any Borrower has previously paid the Lender
any compensation in respect thereof, the Lender shall
promptly forward such refund to the Company or such
Borrower, as the case may be, without interest.

          SECTION 2.15.  Change in Legality.
(a)  Notwithstanding any other provision herein, if any
Change in Law shall make it unlawful for any Lender or its
Applicable Lending Office to make or maintain any
Eurocurrency Loan or Multicurrency Loan or to give effect to
its obligations as contemplated hereby with respect to any
Eurocurrency Loan or Multicurrency Loan or shall limit the
convertibility into Dollars of any Eligible Currency (or
make such conversion commercially impracticable), then, such
Lender shall give written notice thereof to the Company and
to the Administrative Agent and as long as such illegality,
limitation or impracticality continues to exist, such
Lender:

          (i) may declare that Eurocurrency Loans or
     Multicurrency Loans in any affected currency will not
     thereafter be made by such Lender hereunder, whereupon
     (A) if Eurocurrency Loans denominated in Dollars shall
     be affected, such Lender shall not submit a Competitive
     Bid in response to a request for Eurocurrency
     Competitive Loans, and (B) any request by any Borrower
     for Eurocurrency Loans or Multicurrency Loans in an
     affected currency shall, as to such Lender only, (x) in
     the case of a request for Eurocurrency Loans
     denominated in Dollars, be deemed a request for an ABR
     Loan in Dollars and (y) in any other case, be of no
     force or effect; unless, in each case, such declaration
     shall be subsequently withdrawn; and

          (ii) shall promptly enter into negotiations with
     the Company and negotiate in good faith to agree to a
     solution to such illegality, limitation or
     impracticability; provided, however, that if such an
     agreement has not been reached by the date at which
     such Change in Law is given effect with respect to the
     outstanding Eurocurrency Loans or Multicurrency Loans
     of such Lender, upon effective notice thereof pursuant
     to paragraph (b) below, the applicable Borrower shall
     immediately prepay the affected Eurocurrency Loans or
     Multicurrency Loans that have been rendered unlawful by
     such Change in Law and shall prepay any other affected
     Loan on the last day of the Interest Period currently
     applicable to such Loan.

          (b)  For purposes of this Section 2.15, a notice
by any Lender shall be effective as to each Eurocurrency
Loan, if lawful, on the last day of the Interest Period
currently applicable to such Eurocurrency Loan; in all other
cases such notice shall be effective on the date of receipt.

          (c)  Each Lender that has delivered a notice
pursuant to paragraph (a) above, if the circumstances giving
rise to such notice cease to exist, shall notify each
applicable Borrower thereof as soon as practicable.

          SECTION 2.16.  Indemnity.  (a) Subject to
Section 2.16(b), each Borrower agrees to indemnify each
Lender making any Loan to it against any loss or expense
which such Lender may sustain or incur as a consequence of
(a) any failure by any Borrower to borrow or to refinance,
convert or continue any Loan hereunder after irrevocable
notice of such borrowing, refinancing, conversion or
continuation has been given pursuant to Section 2.03, 2.04
2.05 or 2.06, (b) any payment, prepayment or conversion of a
Loan to such Borrower required by any other provision of
this Agreement or otherwise made or deemed made, or any
purchase required pursuant to the provisions of
Section 2.21(b) (except pursuant to Sections 2.21 (b)(iii)
or (iv)), on a date other than the last day of the Interest
Period, if any, applicable thereto or (c) any default by
such Borrower in payment or prepayment of the principal
amount of any Loan or any part thereof or interest accrued
thereon, as and when due and payable (at the due date
thereof, whether by scheduled maturity, acceleration,
irrevocable notice of prepayment or otherwise), including,
in each such case, any loss or reasonable expense sustained
or incurred or to be sustained or incurred in liquidating or
employing deposits from third parties acquired to effect or
maintain such Loan or any part thereof.  Such loss or
reasonable expense shall include an amount equal to the
excess, if any, as reasonably determined by such Lender, of
(i) its cost of obtaining the funds for the Loan being paid,
prepaid, refinanced or not borrowed (which in the case of a
Eurocurrency Loan will be assumed to be the LIBO Rate
applicable thereto) for the period from the date of such
payment, prepayment, refinancing or failure to borrow or
refinance to the last day of the Interest Period for such
Loan (or, in the case of a failure to borrow or refinance
the Interest Period for such Loan which would have commenced
on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that
would be realized by such Lender in reemploying the funds so
paid, prepaid or not borrowed or refinanced for such period
or Interest Period, as the case may be.  A certificate of
any Lender setting forth any amount or amounts which such
Lender is entitled to receive pursuant to this Section and
setting forth in reasonable detail the manner in which such
amount or amounts shall have been determined shall be
delivered to such Borrower with a copy to the Administrative
Agent and shall be conclusive absent manifest error.

          (b)  Notwithstanding any other provision hereof,
each Foreign Borrower shall be subject to the
indemnification obligations created by this Section 2.16
only with respect to its own Obligations.

          SECTION 2.17.  Pro Rata Treatment.  Each payment
of the Facility Fees and Utilization Fees and each reduction
of the Commitments shall be allocated pro rata among the
Lenders in accordance with their respective Commitments.
Except as required under Section 2.15, each continuation,
payment or prepayment of principal of any Standby Borrowing
and each refinancing or conversion of any Standby Borrowing
shall be allocated pro rata among the Lenders participating
in such Borrowing in accordance with the respective
principal amounts of their outstanding Standby Loans
comprising such Borrowing.  Each payment of interest on any
Standby Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with
the respective amounts of accrued and unpaid interest on
their outstanding Standby Loans comprising such Borrowing.
Except as required under Section 2.15, each payment or
prepayment of principal of any Alternate Currency Borrowing
and each continuation, refinancing or conversion of any
Alternate Currency Borrowing shall be allocated pro rata
among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their
outstanding Alternate Currency Loans comprising such
Borrowing.  Each payment of interest on any Alternate
Currency Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with
the respective amounts of accrued and unpaid interest on
their outstanding Alternate Currency Loans comprising such
Borrowing.  Each payment of principal of any Competitive
Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the
respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.  Each payment
of interest on any Competitive Borrowing shall be allocated
pro rata among the Lenders participating in such Borrowing
in accordance with the respective amounts of accrued and
unpaid interest on their outstanding Competitive Loans
comprising such Borrowing.  Each Lender agrees that in
computing such Lender's portion of any Borrowing to be made
hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next
higher or lower whole unit amount of the applicable
currency.

          SECTION 2.18.  Sharing of Setoffs.  Each Lender
agrees that if it shall, through the exercise of a right of
banker's lien, setoff or counterclaim, or pursuant to a
secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or
in lieu of, such secured claim, received by such Lender
under any applicable bankruptcy, insolvency or other similar
law or otherwise, or by any other means (other than as
provided in Section 2.15 or pursuant to an assignment under
Section 2.21 or Section 10.04), obtain payment (voluntary or
involuntary) in respect of any Standby Loan or Standby Loans
as a result of which the unpaid principal portion of its
Standby Loans shall be proportionately less than the unpaid
principal portion of the Standby Loans of any other Lender,
it shall be deemed simultaneously to have purchased from
such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in
the Standby Loans of such other Lender, so that the
aggregate unpaid principal amount of the Standby Loans and
participations in the Standby Loans held by each Lender
shall be in the same proportion to the aggregate unpaid
principal amount of all Standby Loans then outstanding as
the principal amount of its Standby Loans prior to such
exercise of banker's lien, setoff or counterclaim or other
event was to the principal amount of all Standby Loans
outstanding prior to such exercise of banker's lien, setoff
or counterclaim or other event; provided, however, that, if
any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise
thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment
restored without interest.  Any Lender holding a
participation in a Standby Loan deemed to have been so
purchased may exercise any and all rights of banker's lien,
setoff or counterclaim with respect to any and all moneys
owing to such Lender by reason thereof as fully as if such
Lender had made a Standby Loan in the amount of such
participation.

          SECTION 2.19.  Payments.  (a)  Except as otherwise
set forth in Schedule II with respect to Standby Committed
Currency Loans or in any Alternate Currency Addendum with
respect to Alternate Currency Loans made thereunder, each
Borrower shall make each payment (including principal of or
interest on any Borrowing made by it or any Fees or other
amounts payable by it) hereunder from a Payment Location in
the United States not later than 12:00 noon, New York City
time, on the date when due in Dollars or the applicable
Eligible Currency, as the case may be, to the Administrative
Agent at its offices at 270 Park Avenue, New York, New York,
in immediately available funds.

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

          SECTION 2.20.  Taxes.  (a)  Any and all payments
by or on account of any Obligation of any Borrower hereunder
shall be made free and clear of and without deduction for
any Indemnified Taxes; provided that, subject to the other
provisions of this Section 2.20 and Section 10.04, if any
Borrower shall be required to deduct any Indemnified Taxes
from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required
deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or
Lender (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

          (b)  Each Borrower agrees to pay any Other Taxes
with respect to any Loan made to it to the relevant
Governmental Authority in accordance with applicable law.

          (c)  Subject to the other provisions of this
Section 2.20 and Section 10.04, each Borrower will pay to
the Administrative Agent and each Lender, within 20 days
after written demand therefor setting forth a reasonably
detailed calculation, the full amount of any Indemnified
Taxes paid by the Administrative Agent or such Lender on or
with respect to any payment by such Borrower hereunder
(including Taxes or Other Taxes imposed or asserted on
amounts payable under this Section) and reasonable expenses
arising therefrom or with respect thereto, whether or not
such Indemnified Taxes were correctly or legally asserted by
the relevant Governmental Authority; provided that a
Borrower shall be liable only for Indemnified Taxes relating
to Loans made to such Borrower.  A certificate as to the
amount of such payment delivered to such Borrower by a
Lender or by the Administrative Agent, on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest
error.  If a Lender or the Administrative Agent shall become
aware that it is entitled to receive a refund of any
Indemnified Taxes paid by any Borrower pursuant to this
Section 2.20(c), such Lender or the Administrative Agent
shall promptly notify such Borrower of the availability of
such refund and shall, within 20 days after receipt of a
request by such Borrower, apply for such refund at such
Borrower's expense.  If in the reasonable opinion of any
Borrower and the applicable Lender or the Administrative
Agent any amount has been paid to or on behalf of such
Lender or the Administrative Agent pursuant to this Section
2.20 with respect to Indemnified Taxes which were not
legally or correctly asserted, such Lender or the
Administrative Agent, as the case may be, will cooperate
with such Borrower in seeking to obtain a refund of such
amount at such Borrower's expense.  If any Lender or the
Administrative Agent receives a refund of any Indemnified
Taxes for which such Lender or the Administrative Agent has
received payment from any Borrower under this
Section 2.20(c), it shall promptly repay such refund
(including any interest received with respect thereto) to
such Borrower, net of all expenses incurred by such Lender
or the Administrative Agent in obtaining such refund not
previously reimbursed by such Borrower; provided that such
Borrower, upon the request of such Lender or the
Administrative Agent, agrees to return such refund (and pay
any penalties, interest or other charges due) to such Lender
or the Administrative Agent in the event that such Lender or
the Administrative Agent is required to repay such refund
and such Lender or the Administrative Agent provides such
Borrower notice that such repayment is required.

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

          (e) The Administrative Agent and each Lender
identified with an asterisk on Schedule 2.01 represents and
warrants that it is a United States banking corporation or
association.

          (f)(i)  Each Lender that is not a U.S. Person and
makes a Loan to any Borrower that is a U.S. Person agrees
severally (but not jointly) that, on or prior to the date of
the initial Loan to any such Borrower or, if such Lender is
not a Lender on the date hereof, the date on which such
Lender becomes a Lender pursuant to Section 10.04, and on or
prior to the first date on which a payment is due on any
Loan by such Lender after a change in the lending office of
such Lender, it shall deliver to the Company the following
(except to the extent already set forth in this Agreement or
schedule or exhibit hereto, in an Assignment or Acceptance
or an Alternate Currency Addendum): (A) its address or the
address of its lending office, as appropriate, and any
change thereof, (B) if such Lender is eligible for exemption
from or reduction of United States withholding tax, (x) two
duly completed and executed copies of United States Internal
Revenue Service Form 1001 or 4224 (or applicable successor
form), certifying that such Person is entitled to receive
payments under this Agreement and with respect to the Loans
without any United States withholding tax or at a specified
reduced rate (which shall be the lowest applicable rate), or
(y) in respect of a Loan that is evidenced by a Registered
Note and is not held by a bank within the meaning of Section
881(c)(3)(A) of the Code, a certificate in the form attached
hereto as Exhibit A-2 (or such other form as the Company may
reasonably request), and (C) if requested by the Company,
two duly completed and executed copies of United States
Internal Revenue Service Form W-8 (or applicable successor
form).

          (ii)  The Administrative Agent and each Lender
that makes a Loan to any Borrower that is not a U.S. Person
agree severally (but not jointly) that, on or prior to the
date of the initial Loan to such Borrower or, if such Lender
is not a Lender on the date hereof, the date on which such
Lender becomes a Lender pursuant to Section 10.04, and on or
prior to the first date on which a payment is due on any
Loan by such Lender after a change in the lending office of
such Lender, it shall deliver to the Company the following
(except to the extent already set forth in this Agreement or
any schedule or exhibit hereto, in an assignment or
acceptance or an Alternate Currency Addendum):  (A) its
address or the address of its lending office, as
appropriate, and any change thereof, and (B) if such Person
is eligible for exemption from or reduction of withholding
tax, if any, on payments with respect to such Loan or under
this Agreement pursuant to the law of the Relevant
Jurisdiction or any treaty to which it is a party, properly
completed and executed documentation prescribed by
applicable law or reasonably requested by such Borrower that
will permit such payments to be made without withholding or
at a specified reduced rate (which shall be the lowest
applicable rate).

          (g)  Each Person that delivers to a Borrower or
the Administrative Agent (or files with a Governmental
Authority) a form, statement or other document pursuant to
this Section 2.20 further undertakes to deliver to the
Borrower and the Administrative Agent (or file with the
appropriate Governmental Authority) the requisite number of
further copies of such form (or applicable successor form)
or document, before the date that any such form or document
expires or becomes obsolete or promptly after the occurrence
of any event requiring a change in the most recent form
previously delivered by it to such Borrower or the
Administrative Agent, certifying that such Person is
entitled to receive payments under this Agreement and with
respect to the Loans without withholding tax or at a
specified reduced rate (which shall be the lowest applicable
rate).

          (h)  Notwithstanding anything to the contrary in
this Section 2.20, no Person shall be required to deliver or
file any form, statement or document if, prior to the date
on which such form, statement or document would be required
to be delivered or filed, there occurs any Change in Law
which prevents such Person from delivering such form,
statement or document.  If, as a result of a Change in Law
occurring after a Lender or the Administrative Agent becomes
a party to this Agreement, any Borrower becomes obligated
for Indemnified Taxes under Section 2.20(a) or (c) with
respect to payments to such Lender or the Administrative
Agent in an amount greater than the amount for which such
Borrower was obligated prior to such Change in Law, such
Borrower may, at its option, (x) prepay the portion of the
Loans held by such Lender, provided that no Event of Default
shall have occurred and be continuing at the time of such
prepayment, (y) exercise its rights under Section 2.21(b),
or (z) continue to make payments to such Lender or the
Administrative Agent under the terms of this Agreement,
which payments shall be made in accordance with paragraph
(a) above; provided, however, that such Borrower's
determination to continue to make payments pursuant to the
foregoing clause (z) shall not in any way impair its ability
subsequently to exercise its rights pursuant to the
foregoing clauses (x) or (y), provided that no Event of
Default shall have occurred and be continuing at such time;
and provided further, however, that such Borrower's
continuing obligation to make payments to such Lender or the
Administrative Agent under this Section 2.20 shall be
conditioned on the Administrative Agent or such Lender, as
the case may be, prior to the time that the next payment on
the Loans is due following the effective date of such Change
in Law (and thereafter as required by law) having taken such
steps as may be commercially reasonably available to it
under applicable tax laws and any applicable tax treaty or
convention to obtain a reduction, to the lowest applicable
rate, of such Indemnified Taxes.

          (i)  Each Lender and the Administrative Agent
agree to indemnify the Borrowers against any taxes,
penalties, interest or other costs or losses incurred or
payable by the Borrowers as a result of the failure of any
Borrower to comply with its obligations to deduct or
withhold any Taxes from any payments to a Lender or the
Administrative Agent which failure resulted from such
Borrower's reliance on incorrect statements contained in any
form provided to it by such Lender or the Administrative
Agent pursuant to this Section 2.20.

          SECTION 2.21.  Duty to Mitigate; Assignment of
Commitments Under Certain Circumstances.  (a)  Any Lender
claiming any additional amounts payable pursuant to
Section 2.14, or 2.20, or exercising its rights under
Section 2.15, shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate
or document requested by the Company or to change the
jurisdiction of its Applicable Lending Office if the making
of such a filing or change would avoid the need for or
reduce the amount of any such additional amounts which may
thereafter accrue or avoid the circumstances giving rise to
such exercise and would not, in the reasonable determination
of such Lender, be otherwise disadvantageous to such Lender.

          (b)  In the event that (i) any Lender shall have
delivered a notice or certificate pursuant to Section 2.14
or 2.15, (ii) any Borrower shall be required or reasonably
believes it will be required, to make additional payments to
any Lender under Section 2.20, (iii) any Lender shall
become, or a substantial part of the property of any Lender
shall become, the subject of any receivership or similar
proceeding or (iv) any Lender shall default on its
commitment to lend hereunder or under any applicable
Alternate Currency Addendum, the Company shall have the
right, at its own expense, upon notice to such Lender and
the Administrative Agent, (x) to terminate the Commitment
and prepay the Loans of such Lender or (y) to require such
Lender to transfer and assign without recourse, free and
clear of all deductions and withholding, (in accordance with
and subject to the restrictions contained in Section 10.04)
all interests, rights and obligations contained hereunder to
another financial institution or to another Lender which
shall assume such obligations; provided that (A) no such
termination or assignment shall conflict with any law, rule
or regulation or order of any Governmental Authority and
(B) the assignee or the Company, as the case may be, shall
pay to the affected Lender in immediately available funds on
the date of such termination or assignment the principal of
and the interest accrued to the date of payment on the Loans
made by it hereunder and all other amounts accrued for its
account or owed to it hereunder.

          SECTION 2.22.  Borrowing Subsidiaries.  The
Company may designate any Subsidiary as a Borrowing
Subsidiary.  Upon the receipt by the Administrative Agent of
a Borrowing Subsidiary Agreement in the form of Exhibit C
executed by such Subsidiary and the Company, such Subsidiary
shall be a Borrowing Subsidiary and a party to this
Agreement.  Any Subsidiary shall cease to be a Borrowing
Subsidiary hereunder at such time as no Loans shall be
outstanding to such Subsidiary and such Subsidiary and the
Company shall have executed and delivered to the
Administrative Agent a Borrowing Subsidiary Termination in
the form of Exhibit D.

          SECTION 2.23.  Terms of Alternate Currency
Facilities.  (a)  Each of the Company and one or more
Alternate Currency Lenders may in its discretion from time
to time agree that one or more Borrowers may borrow
Alternate Currency Loans on a revolving basis from any one
or more Alternate Currency Lenders by delivering an
Alternate Currency Addendum to the Administrative Agent,
executed by the Company, each such Borrowing Subsidiary and
each such Alternate Currency Lender; provided, however, that
on the effective date of such election (i) an Exchange Rate
with respect to each Alternate Currency covered by such
Alternate Currency Addendum shall be determinable by
reference to the Reuters currency pages (or a comparable
publicly available screen) and (ii) no Default or Event of
Default shall have occurred and be continuing.  Each
reference in this Agreement to any Lender shall, to the
extent applicable, be deemed also to be a reference to each
Alternate Currency Lender, subject to the second sentence of
the definition of such term.

          (b)  Each Alternate Currency Addendum shall set
forth (i) the maximum amount (expressed in Dollars and
without duplication) available to be borrowed from all
Alternate Currency Lenders under such Alternate Currency
Addendum (as the same may be reduced from time to time
pursuant to Section 2.24(a) or 2.24(b), an "Alternate
Currency Facility Maximum Borrowing Amount") and (ii) with
respect to each Alternate Currency Lender party to such
Alternate Currency Addendum, the maximum amount (expressed
in Dollars and without duplication) available to be borrowed
from such Alternate Currency Lender thereunder (as the same
may be reduced from time to time pursuant to Section 2.24(a)
or 2.24(b), an "Alternate Currency Lender Maximum Borrowing
Amount").  In no event shall the aggregate of all Alternate
Currency Lender Maximum Borrowing Amounts in respect of any
Alternate Currency Lender at any time exceed such Lender's
Commitment.  Except as provided herein, the making of
Alternate Currency Loans by an Alternate Currency Lender
under an Alternate Currency Addendum shall under no
circumstances reduce the amount available to be borrowed
from such Lender under any other Alternate Currency Addendum
to which such Lender is a party.

          (c)  In no event shall the Alternate Currency
Lenders have the right to accelerate the Alternate Currency
Loans outstanding under any Alternate Currency Addendum or
to terminate their commitments (if any) thereunder to make
Alternate Currency Loans prior to the stated termination
date in respect thereof, except that such Alternate Currency
Lenders shall, in each case, have such rights upon an
acceleration of the Loans or a termination of the
Commitments, respectively, pursuant to Article VII.  No
Alternate Currency Loan may be made if (i) an Exchange Rate
with respect to the applicable Alternate Currency cannot be
determined, (ii) after giving effect thereto, (A) the
Standby Credit Exposure of any Lender would exceed such
Lender's Commitment, (B) the Dollar Equivalent of the
aggregate principal amount of outstanding Alternate Currency
Loans denominated in a specified Eligible Currency would
exceed the applicable Alternate Currency Facility Maximum
Borrowing Amount or (C) the sum of the aggregate Standby
Credit Exposures and the aggregate Competitive Loan
Exposures would exceed the Total Commitment.

          (d)  The applicable Borrower and the applicable
Alternate Currency Lenders, or, if so specified in the
relevant Alternate Currency Addendum, an agent acting on
their behalf, shall furnish to the Administrative Agent,
promptly following the making, payment or prepayment of each
Alternate Currency Loan, and at any other time at the
reasonable request of the Administrative Agent, a statement
setting forth the outstanding Alternate Currency Loans made
under such Alternate Currency Addendum.

          (e)  The relevant Borrowing Subsidiary or the
Company shall furnish to the Administrative Agent copies of
any amendment, supplement or other modification to the terms
of any Alternate Currency Addendum promptly after the
effectiveness thereof.

          (f)  The Company may terminate any Alternate
Currency Addendum in its sole discretion if there are not
any Loans outstanding thereunder (or, if there are Loans
outstanding thereunder, with the consent of each Alternate
Currency Lender party thereto), by written notice to the
Administrative Agent, which notice shall be executed by the
Company, each relevant Borrowing Subsidiary and, if their
consent is required, each such Alternate Currency Lender.
Once notice of such termination is received by the
Administrative Agent, such Alternate Currency Addendum and
the loans and other obligations outstanding thereunder shall
immediately cease to be subject to the terms of this
Agreement.

          SECTION 2.24.  Currency Fluctuations, etc.
(a) If, on any Reset Date or the date of any Borrowing
(after giving effect to (i) any Loans to be made or repaid
on such date and (ii) any amendment, supplement or other
modification to any Alternate Currency Addendum effective on
such date of which the Administrative Agent has received
notice), the aggregate outstanding Standby Extensions of
Credit of any Lender exceed the Standby Credit Overage of
such Lender (the amount of such excess being called the
"Standby Credit Excess"), then the Administrative Agent
shall promptly notify the Company of such Standby Credit
Excess.  Within three Business Days after receiving such
notice (during which time the Lenders shall not make any
further Loans hereunder), the Company may (i) prepay, or
deposit cash in the Prepayment Account to be held for the
prepayment of, Loans other than Alternate Currency Loans (or
cause any Borrower to prepay, or deposit cash in the
Prepayment Account for the prepayment of, any Loans other
than Alternate Currency Loans made to it) and/or (ii) as
indicated in a telecopy notice (or telephone notice promptly
confirmed by telecopy) to the Administrative Agent, reduce
the Alternate Currency Lender Maximum Borrowing Amount with
respect to any one or more Alternate Currency Addenda (and
prepay, or deposit cash in the Prepayment Account to be held
for the prepayment of, Alternate Currency Loans to the
extent required as a result of such reduction), so that the
aggregate amount under clauses (i) and (ii) equals or
exceeds and thereby eliminates such Standby Credit Excess.
To the extent the Company does not so eliminate such Standby
Credit Excess by such third Business Day, such Lender's
Alternate Currency Lender Maximum Borrowing Amount under
each Alternate Currency Addendum to which such Lender is a
party shall be reduced on such third Business Day by an
amount equal to the product of such Standby Credit Excess
times a fraction the numerator of which shall equal the
Alternate Currency Lender Maximum Borrowing Amount of such
Lender under such Alternate Currency Addendum and the
denominator of which shall equal the aggregate of all the
Alternate Currency Lender Maximum Borrowing Amounts of such
Lender with respect to all Alternate Currency Addenda.
After giving effect to any such reduction in Alternate
Currency Lender Maximum Borrowing Amounts, the Alternate
Currency Facility Maximum Borrowing Amount with respect to
each Alternate Currency Addendum shall in turn be reduced to
an amount equal to the aggregate of the Alternate Currency
Lender Maximum Borrowing Amounts of all Lenders party to
such Alternate Currency Addendum.  Reductions in Alternate
Currency Facility Maximum Borrowing Amounts and Alternate
Currency Lender Maximum Borrowing Amounts pursuant to this
paragraph shall be effective only until such amounts shall
be recalculated by the Administrative Agent or the
Alternative Currency Agent, as applicable, on the next
succeeding Reset Date or date of a Borrowing, and shall not
be deemed to permanently reduce the stated amount of any
commitment of any Alternate Currency Lender in respect of
any Alternate Currency Addendum.  Such amounts may be
reinstated if such Standby Credit Excess no longer exists on
the next Reset Date.

          (b)  If, on any Reset Date or date of a Borrowing
(after giving effect to (i) any Loans to be made or repaid
on such date, (ii) any amendment, supplement or other
modification to any Alternate Currency Addendum effective on
such date of which the Administrative Agent has received
notice and (iii) any reduction in the Alternate Currency
Facility Maximum Borrowing Amounts pursuant to paragraph (a)
above effective on such date), the sum of (A) the aggregate
outstanding Standby Extensions of Credit of all the Lenders
and (B) the aggregate Competitive Loan Exposures of all
Lenders exceeds the Facility Overage (the amount of such
excess being called the "Facility Excess"), then the
Administrative Agent shall promptly notify the Company of
such Facility Excess.  Within three Business Days after
receiving such notice (during which time the Lenders shall
not make any further Loans hereunder), the Company may
(i) prepay, or deposit cash in the Prepayment Account to be
held for the prepayment of, Loans other than Alternate
Currency Loans (or cause any Borrower to prepay, or deposit
cash in the Prepayment Account for the prepayment of, any
Loans other than Alternate Currency Loans made to it) and/or
(ii) as indicated in a telecopy notice (or telephone notice
promptly confirmed by telecopy) to the Administrative Agent,
reduce the Alternate Currency Facility Maximum Borrowing
Amount with respect to any one or more Alternate Currency
Addenda (and prepay, or deposit cash in the Prepayment
Account to be held for the prepayment of, Alternate Currency
Loans to the extent required as a result of such reduction),
so that the aggregate amount under clauses (i) and (ii)
equals or exceeds and thereby eliminates such Facility
Excess.  To the extent the Company does not so eliminate
such Facility Excess by such third Business Day, then the
Alternate Currency Facility Maximum Borrowing Amount under
each Alternate Currency Addendum shall be reduced on such
third Business Day by an amount equal to the product of such
Facility Excess times a fraction the numerator of which
shall equal the Alternate Currency Facility Maximum
Borrowing Amount under such Alternate Currency Addendum and
the denominator of which shall equal the aggregate of the
Alternate Currency Facility Maximum Borrowing Amounts with
respect to all Alternate Currency Addenda.  Each such
reduction in the Alternate Currency Facility Maximum
Borrowing Amount under an Alternate Currency Addendum shall
in turn reduce the respective Alternate Currency Lender
Maximum Borrowing Amounts of each Alternate Currency Lender
party to such Alternate Currency Addendum, pro rata on the
basis of the respective Alternate Currency Lender Maximum
Borrowing Amounts of such Alternate Currency Lenders
immediately prior to such reduction.  Reductions in
Alternate Currency Facility Maximum Borrowing Amounts and
Alternate Currency Lender Maximum Borrowing Amounts pursuant
to this paragraph shall be effective only until such amounts
shall be recalculated by the Administrative Agent or the
Alternative Currency Agent, as applicable, on the next
succeeding Reset Date or date of a Borrowing, and shall not
be deemed to permanently reduce the stated amount of any
commitment of any Alternate Currency Lender in respect of
any Alternate Currency Addendum.  Such amounts may be
reinstated if such Facility Excess no longer exists on the
next Reset Date.

          (c)  If on any Reset Date, the Dollar Equivalent
of all Alternate Currency Loans outstanding under any
Alternate Currency Addendum exceeds 105% of the Alternate
Currency Facility Maximum Borrowing Amount with respect
thereto (after giving effect to any reductions therein
effected pursuant to paragraphs (a) and (b) above on such
date) the relevant Borrower shall on such Reset Date
(i) increase the Alternate Currency Facility Maximum
Borrowing Amount with respect to such Alternate Currency
Facility in accordance with Section 10.02, and/or
(ii) prepay, or deposit cash in the Prepayment Account to be
held for the prepayment of, Alternate Currency Loans so
that, after giving effect to clauses (i) and (ii), (x) the
Dollar Equivalent of all such Alternate Currency Loans shall
be equal to or less than such Alternate Currency Facility
Maximum Borrowing Amount and (y) the Dollar Equivalent of
the Alternate Currency Loans of each relevant Alternate
Currency Lender shall be equal to or less than such
Alternate Currency Lender's Alternate Currency Lender
Maximum Borrowing Amount with respect to such Alternate
Currency Addendum.

          (d)  The Administrative Agent or the Alternative
Currency Agent, as applicable, shall promptly notify the
relevant Lenders of the amount of any reductions in
Alternate Currency Facility Maximum Borrowing Amounts or
Alternate Currency Lender Maximum Borrowing Amounts required
pursuant to this Section 2.24.


                        ARTICLE III

                         CONDITIONS

          SECTION 3.01.  Effectiveness.  (a)  The
obligations of the Lenders to make Loans hereunder shall not
become effective until the date on which each of the
following conditions is satisfied (or waived in accordance
with Section 10.02):

          (i)  receipt by the Administrative Agent of
     counterparts hereof signed by each of the parties
     hereto (it being understood that this Agreement is not
     being executed by, and will become effective without
     the signature of, J.P. Morgan Securities, Inc.);

          (ii) receipt by the Administrative Agent, on
     behalf of itself and the Lenders, of (i) an opinion of
     Clifford H.R. DuPree, Associate General Counsel of the
     Company, substantially in the form of Exhibit F-1
     hereto, and (ii) an opinion of Fried, Frank, Harris,
     Shriver & Jacobson, counsel for the Company,
     substantially in the form of Exhibit F-2 hereto, each
     dated the Effective Date and covering such additional
     matters relating to the transactions contemplated
     hereby as the Administrative Agent may reasonably
     request;

          (iii) receipt by the Administrative Agent of a
     certificate, dated the Effective Date, signed by a
     Financial Officer of the Company to the effect set
     forth in clauses (b) and (c) of Section 3.02; and

          (iv) receipt by the Administrative Agent of all
     documents it may reasonably request relating to the
     existence or good standing of the Company or any other
     Borrower or the Guarantor, the corporate power and
     authority of the Company and any such other Borrower or
     the Guarantor to enter into and the validity of this
     Agreement and the other Loan Documents, and any other
     matters relevant hereto, all in form and substance
     satisfactory to the Administrative Agent.

          SECTION 3.02.  Borrowings.  The obligation of each
Lender to make a Loan on the occasion of any Borrowing
(including an Alternate Currency Borrowing, except in the
case of a Borrowing that does not increase the aggregate
principal amount of Loans of any Lender outstanding)
hereunder, is subject to the satisfaction of the following
conditions:

          (a) receipt by the Administrative Agent of a
     notice of borrowing as required by Section 2.03 or 2.04
     (or, in the case of  a Swingline Loan, Section 2.05);

          (b) immediately prior to and after such Borrowing,
     no Default shall have occurred and be continuing; and

          (c) the representations and warranties of the
     Company and the applicable Borrower contained in
     Article IV of this Agreement shall be true on and as of
     the date of such Borrowing.

Each Borrowing hereunder (except in the case of a Borrowing
that does not increase the aggregate principal amount of
Loans of any Lender outstanding) shall be deemed to be a
representation and warranty by the Company and the
applicable Borrower on the date of such Borrowing as to the
matters specified in clauses (b) and (c) of this Section.

          SECTION 3.03.  Initial Borrowing by Each Borrowing
Subsidiary.  The obligation of each Lender to make a Loan on
the occasion of the first Borrowing by each Borrowing
Subsidiary is subject to the satisfaction of the following
conditions:

          (a)  receipt by the Administrative Agent of a
     Borrowing Subsidiary Agreement executed by such
     Borrowing Subsidiary and the Company;

            (b) receipt by the Administrative Agent, on
     behalf of itself and the Lenders, of an opinion of
     counsel for the Borrowing Subsidiary dated the date of
     such Borrowing substantially in the form of Exhibit F-3
     hereto and covering such additional matters relating to
     such Borrowing Subsidiary as the Administrative Agent
     may reasonably request;

             (c) receipt by the Administrative Agent of all
     documents it may reasonably request relating to the
     existence of such Borrowing Subsidiary, the corporate
     power and authority of such Borrowing Subsidiary to
     enter into and the validity with respect to such
     Borrowing Subsidiary of this Agreement and the other
     Loan Documents and any other matters relevant hereto,
     all in form and substance satisfactory to the
     Administrative Agent; and

            (d) with respect to any Foreign Borrower,
     receipt by the Administrative Agent of any governmental
     and third party approvals necessary or advisable in
     connection with the execution, delivery and performance
     by such Borrowing Subsidiary of this Agreement.


                         ARTICLE IV

               REPRESENTATIONS AND WARRANTIES


          The Company, as to itself and each of its
Subsidiaries, and each Borrowing Subsidiary, only as to
itself, represents and warrants to the Administrative Agent
and each of the Lenders as follows:

          SECTION 4.01.  Organization; Powers.  Each of the
Company and its Subsidiaries is duly organized, validly
existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a
Material Adverse Effect, is qualified to do business in, and
is in good standing in, every jurisdiction where such
qualification is required.

          SECTION 4.02.  Authorization; Enforceability.  The
Transactions are within the corporate powers of the Company
and each Subsidiary party hereto and have been duly
authorized by all necessary corporate and, if required,
stockholder action.  This Agreement has been duly executed
and delivered by the Company and each Subsidiary party
hereto and constitutes a legal, valid and binding obligation
of each of them, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting
creditors' rights generally and to general principles of
equity, regardless of whether considered in a proceeding in
equity or at law.

          SECTION 4.03.  Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any consent
or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the
Company or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument
binding upon the Company or any of its Subsidiaries or any
assets of any of them, or give rise to a right thereunder to
require any payment to be made by the Company or any of its
Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Company or any of
its Subsidiaries, except, in each of the foregoing cases, as
could not reasonably be expected to result in a Material
Adverse Effect.

          SECTION 4.04.  Financial Condition; No Material
Adverse Change.   (a)  The Company has heretofore furnished
to the Lenders its consolidated balance sheet and statements
of income, stockholders equity and cash flows as of and for
the fiscal year ended June 30, 1996, reported on by KPMG
Peat Marwick LLP, independent public accountants.  Such
financial statements present fairly, in all material
respects, the financial position and results of operations
and cash flows of the Company and its consolidated
Subsidiaries as of such date and for such period in
accordance with GAAP.

          (b)  Since June 30, 1996, there has been no
material adverse change in the business, assets, operations
or condition, financial or otherwise, of the Company and its
Subsidiaries, taken as a whole.

          SECTION 4.05.  Properties.  (a)  Each of the
Company and its Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property
material to its business, except for minor defects or lack
of title or invalidity of leasehold interests that could not
reasonably be expected to result in a Material Adverse
Effect.

          (b)  Each of the Company and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material
to its business, except where lack of ownership or any
license could not reasonably be expected to result in a
Material Adverse Effect, and the use thereof by the Company
and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

          SECTION 4.06.  Litigation and Environmental
Matters.  (a) There are no actions, suits or proceedings by
or before any arbitrator or Governmental Authority pending
against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries
(i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect or (ii) that
assert the invalidity or unenforceability of or otherwise
challenge this Agreement or the Transactions.

          (b)  Except for the Disclosed Matters and except
with respect to any other matters that, individually or in
the aggregate, could not reasonably be expected to have a
Material Adverse Effect, neither the Company nor any of its
Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

          (c)  Since the date of this Agreement, there has
been no change in the status of the Disclosed Matters that,
individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse
Effect.

          SECTION 4.07.  Compliance with Laws and
Agreements.  Neither the Company nor any of its Subsidiaries
is in violation of any law, regulation or order of any
Governmental Authority applicable to it or its property or
any indenture, agreement or other instrument binding upon it
or its property, where such violation, individually or in
the aggregate with other violations, could reasonably be
expected to have a Material Adverse Effect.  No Default has
occurred and is continuing.

          SECTION 4.08.  Not an Investment Company or
Holding Company.  Neither the Company nor any of its
Subsidiaries is (a) an "investment company" as defined in,
or subject to regulation under, the Investment Company Act
of 1940 or (b) a "holding company" as defined in, or subject
to regulation under, the Public Utility Holding Company Act
of 1935.

          SECTION 4.09.  Taxes.  Each of the Company and its
Subsidiaries has timely filed or caused to be timely filed
all returns and reports required to have been filed and has
paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the
Company or such Subsidiary, as applicable, has set aside on
its books adequate reserves or (b) to the extent that the
failure to do so could not reasonably be expected to result
in a Material Adverse Effect.

          SECTION 4.10.  ERISA.  No ERISA Event has occurred
or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected
to result in a Material Adverse Effect.

          SECTION 4.11.  Disclosure.  None of the reports,
financial statements, certificates or other information
furnished by or on behalf of the Company to the
Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished)
taken as a whole contains any material misstatement of fact
or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided that, with
respect to projected financial information, the Company
represents only that such information was prepared in good
faith based upon assumptions believed to be reasonable at
the time.

          SECTION 4.12.  Federal Reserve Regulations.
(a)  Neither the Company nor any of the Subsidiaries is
engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of
buying or carrying margin stock (as defined in
Regulation U).

          (b)  No part of the proceeds of any Loan will be
used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose
that entails a violation of the provisions of the
Regulations of the Board of Governors of the Federal Reserve
System of the United States of America, including
Regulation G, U or X.  Not more than 25% of the assets of
the Company or the Company and the Subsidiaries taken as a
whole that are subject to the restrictions of Sections 6.01
and 6.03 will at any time constitute margin stock.


                         ARTICLE V

                   Affirmative Covenants

          Until the Commitments have expired or been
terminated and the principal of and interest on each Loan
and all fees payable hereunder shall have been paid in full,
the Company covenants and agrees with the Lenders that:

          SECTION 5.01.  Financial Statements and Other
Information.  The Company will furnish to the Administrative
Agent and each Lender:

          (a) within 90 days after the end of each fiscal
     year of the Company, its audited consolidated balance
     sheet and related statements of operations,
     stockholders' equity and cash flows as of the end of
     and for such year, setting forth in each case in
     comparative form the figures for the previous fiscal
     year, all reported on by KPMG Peat Marwick LLP or other
     independent public accountants of recognized national
     standing (without a "going concern" or like
     qualification or exception and without any
     qualification or exception as to the scope of such
     audit) to the effect that such consolidated financial
     statements present fairly in all material respects the
     financial condition and results of operations of the
     Company and its consolidated Subsidiaries on a
     consolidated basis in accordance with GAAP consistently
     applied;

          (b) within 45 days after the end of each of the
     first three fiscal quarters of each fiscal year of the
     Company, its consolidated balance sheet and related
     statements of operations, stockholders' equity and cash
     flows as of the end of and for such fiscal quarter and
     the then elapsed portion of the fiscal year, setting
     forth in each case in comparative form the figures for
     the corresponding period of the previous fiscal year,
     or such other financial statements required to be
     included in Securities and Exchange Commission Form 10-
     Q, all certified by one of its Financial Officers as
     presenting fairly in all material respects the
     financial condition and results of operations of the
     Company and its consolidated Subsidiaries on a
     consolidated basis in accordance with GAAP consistently
     applied, subject to normal year-end audit adjustments
     and the absence of footnotes;

          (c) concurrently with any delivery of financial
     statements under clause (a) or (b) above, a certificate
     of a Financial Officer of the Company (i) certifying as
     to whether a Default has occurred and, if a Default has
     occurred, specifying the details thereof and any action
     taken or proposed to be taken with respect thereto,
     (ii) setting forth calculations demonstrating that the
     Company is in compliance with Section 6.07 and (iii) if
     any change in GAAP has occurred since the last date of
     delivery of financial statements and has had a material
     effect on the financial statements of the Company,
     specifying such effect, unless such effect is noted in
     such financial statements;

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

          (e) promptly following any request therefor, such
     other information regarding the operations, business
     affairs and financial condition of the Company or any
     Subsidiary, or compliance with the terms of this
     Agreement, as the Administrative Agent or any Lender
     may reasonably request.

          SECTION 5.02.  Notices of Material Events.  Upon
becoming aware of any of the following, the Company will
furnish to the Administrative Agent and each Lender prompt
written notice thereof:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit
     or proceeding by or before any arbitrator or
     Governmental Authority against or affecting the Company
     or any Affiliate thereof that could reasonably be
     expected to result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone
     or together with any other ERISA Events that have
     occurred, could reasonably be expected to result in
     liability of the Company and its Subsidiaries in an
     aggregate amount exceeding $5,000,000; and

          (d) any other development that results in, or, in
     the judgment of the Company, could reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other
executive officer of the Company setting forth the details
of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.

          SECTION 5.03.  Existence; Conduct of Business.
The Company will, and will cause each of its Subsidiaries
to, do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises
material to the conduct of its business except where the
failure to do so could not reasonably be expected to have a
Material Adverse Effect; provided that the foregoing shall
not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

          SECTION 5.04.  Payment of Obligations.  The
Company will, and will cause each of its Subsidiaries to,
pay its Debt (and other Obligations, including Tax
liabilities) before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings and
the Company or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with
GAAP or (b) the failure to make payment could not reasonably
be expected to result in a Material Adverse Effect.

          SECTION 5.05.  Maintenance of Properties;
Insurance.  The Company will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material
to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except where the
failure to do so could not reasonably be expected to have a
Material Adverse Effect and (b) maintain, with financially
sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained
by similar companies engaged in the same or similar
businesses operating in the same or similar locations;
provided that the Company and its Subsidiaries may (i) self-
insure against such risks and in such amounts as are usually
self-insured by similar companies engaged in the same or
similar businesses operating in the same or similar
locations and (ii) elect not to carry publisher's liability
insurance.

          SECTION 5.06.  Books and Records; Inspection
Rights.  The Company will, and will cause each of its
Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all
material dealings and transactions in relation to its
business and activities.  The Company will, and will cause
each of its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition
with its officers and independent accountants, all at such
reasonable times during normal business hours as reasonably
requested.

          SECTION 5.07.  Compliance with Laws.  The Company
will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property,
except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a
Material Adverse Effect.

          SECTION 5.08.  Use of Proceeds.  The proceeds of
the Loans will be used only for the purposes set forth in
the preamble to this Agreement.  No part of the proceeds of
any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the
Regulations of the Federal Reserve Board, including
Regulations G, U and X.

                         ARTICLE VI

                     Negative Covenants

          Until the Commitments have expired or terminated
and the principal of and interest on each Loan and all fees
payable hereunder have been paid in full, the Company
covenants and agrees with the Lenders that:

          SECTION 6.01.  Liens.  The Company will not, and
will not permit any Material Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the
     Company or any Subsidiary existing on the date hereof
     and set forth in Schedule 6.01; provided that (i) such
     Lien shall not apply to any other property or asset of
     the Company or any Subsidiary and (ii) such Lien shall
     secure only those obligations which it secures on the
     date hereof and extensions, renewals and replacements
     thereof that do not increase the outstanding principal
     amount thereof as of the date hereof;

          (c) any Lien existing on any property or asset
     prior to the acquisition thereof by the Company or any
     Subsidiary or existing on any property or asset of any
     Person that becomes a Subsidiary after the date hereof
     prior to the time such Person becomes a Subsidiary;
     provided that (i) such Lien is not created in
     contemplation of or in connection with such acquisition
     or such Person becoming a Subsidiary, as the case may
     be, (ii) such Lien shall not apply to any other
     property or assets of the Company or any Subsidiary and
     (iii) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the
     date such Person becomes a Subsidiary, as the case may
     be, and extensions, renewals and replacements thereof
     that do not increase the outstanding principal amount
     thereof as of such date;

          (d) any Lien on fixed or capital assets (including
     the Canary Wharf, London office building currently
     under a purchase contract and any data-processing or
     other computer equipment) acquired, constructed or
     improved by the Company or any Subsidiary, and
     extensions, renewals and replacements thereof that do
     not increase the outstanding principal amount thereof
     as of the date such Lien is granted; provided that
     (i) such Lien and the Debt secured thereby are incurred
     prior to or within 180 days after such acquisition or
     the completion of such construction or improvement,
     (ii) the Debt secured thereby does not exceed the cost
     of acquiring, constructing or improving such fixed or
     capital assets and (iii) such Lien shall not apply to
     any other property or assets of the Company or any
     Subsidiary;

          (e)  any Lien on the property or assets of any
     Subsidiary of the Company in favor of the Company or
     any wholly owned Subsidiary (other than a Lien in favor
     of a non-Material Subsidiary);

          (f)  any Lien on equipment (including printing
     presses and data-processing equipment) owned by the
     Company or any Subsidiary and located on the premises
     of any supplier and used in the ordinary course of the
     Company's or such Subsidiary's business;

          (g)  any judgment or judicial attachment Lien with
     respect to any judgment that does not constitute an
     Event of Default;

          (h)  any Lien securing any reimbursement,
     indemnification or similar obligation or liability
     incurred in the ordinary course of business in
     connection with any letter of credit, letter of
     guaranty, banker's acceptance, bill of exchange or
     similar instrument to backstop trade obligations of the
     Company or a Subsidiary;

          (i)  any Lien imposed by law where (x) the
     validity or amount thereof is being contested in good
     faith by appropriate proceedings and the Company or any
     Subsidiary has set aside on its books adequate reserves
     with respect thereto in accordance with GAAP or (y) the
     failure to remove such Lien could not reasonably be
     expected to result in a Material Adverse Effect;

          (j)  any Lien deemed to exist by virtue of any
Capital Lease Obligation not otherwise prohibited hereunder;

          (k)  any Lien arising under any Loan Document;

          (l)  any Lien identified on Schedule 6.06 securing
any Debt of any Subsidiary; and

          (m)  any Liens securing Debt or any other monetary
obligation if, immediately after the incurrence thereof, all
amounts of Debt and other monetary obligations secured by
Liens which would not be permitted but for this clause (m),
when aggregated with the aggregate book value or sale price
of the assets sold in sale and leaseback transactions
permitted pursuant to Section 6.02 and the amount of
Subsidiary Debt permitted pursuant to Section 6.06(e), do
not, in the aggregate, exceed 15% of Consolidated Tangible
Net Worth as shown on the most recent audited consolidated
balance sheet of the Company and its Subsidiaries delivered
pursuant to Section 5.01(a) or (b).

          SECTION 6.02.  Sale and Leaseback Transactions.
The Company will not, and will not permit any Material
Subsidiary to, enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in
its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property which it intends to
use for substantially the same purpose or purposes as the
property being sold or transferred; provided, however, that,
notwithstanding the above, the Company or any Subsidiary may
engage in any sale and leaseback transaction if, immediately
after the consummation of such transaction, the aggregate
book value or sale price of the assets sold in sale and
leaseback transactions referred to in this Section 6.02,
when aggregated with the amount of Debt secured by Liens
permitted pursuant to Section 6.01(m) and the amount of
Subsidiary Debt permitted pursuant to Section 6.06(e), does
not exceed 15% of Consolidated Tangible Net Worth as shown
on the most recent audited consolidated balance sheet of the
Company and its Subsidiaries delivered pursuant to
Section 5.01(a) or (b).

          SECTION 6.03.  Fundamental Changes.  (a) The
Company will not, and will not permit any Material
Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of
transactions) assets (including capital stock of Material
Subsidiaries) constituting all or substantially all the
assets of the Company and the Subsidiaries on a consolidated
basis (whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof
and immediately after giving effect thereto no Default shall
have occurred and be continuing (i) the Company or any
Subsidiary may merge with or consolidate into any Person
(other than any Subsidiary), provided that the Company or
such Subsidiary, as the case may be, shall be the continuing
or surviving corporation, (ii) any Subsidiary may merge into
the Company in a transaction in which the Company is the
surviving corporation, (iii) any Subsidiary may merge into
any Subsidiary in a transaction in which the surviving
entity is a Subsidiary, (iv) any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to the
Company or to another Subsidiary, (v) any Subsidiary may
liquidate or dissolve if the Company determines in good
faith that such liquidation or dissolution is in the best
interests of the Company and is not materially
disadvantageous to the Lenders and (vi) the Company may
dispose of one or more Subsidiaries not constituting all or
substantially all the assets of the Company and the
Subsidiaries on a consolidated basis by causing such
Subsidiary or Subsidiaries to be merged with or into any
other Person.

          (b) The Company will not, and will not permit any
of its Subsidiaries to, engage to any material extent in any
business other than businesses of the type, or involving
similar themes, content and customer orientation as the
business, conducted by the Company and its Subsidiaries on
the date hereof and businesses reasonably related thereto.


          SECTION 6.04.  Transactions with Affiliates.  The
Company will not, and will not permit any of its Material
Subsidiaries to, sell, lease or otherwise transfer any
material property or assets to, or purchase, lease or
otherwise acquire any material property or assets from, or
otherwise engage in any other material transactions with,
any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be
obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among any wholly owned
Subsidiary and the Company or any other wholly owned
Subsidiary not involving any Affiliate not a wholly owned
Subsidiary, (c) any payment on account of capital stock that
is otherwise not prohibited by this Agreement,
(d) consulting fees and expenses incurred in the ordinary
course of business payable to former officers or directors
of the Company or any Subsidiary and (e) any payments by the
Company or any Subsidiary to any Affiliate of the Company or
any Subsidiary in connection with allocated out-of-pocket
expenses incurred in connection with any public or private
offering, other issuance or sale of stock or other
transaction for the benefit of the Company or any
Subsidiary; provided, however, that this Section shall not
limit the operation or effect of, or any payments under,
(i) any license, lease, service contract, purchasing
agreement, disposition agreement or similar arrangement
entered into in the ordinary course of business between any
Subsidiary and the Company or any other Subsidiary or
(ii) any joint venture to which the Company or any
Subsidiary is a party entered into in connection with, or
reasonably related to, its lines of business.  The Company
will not, and will not permit any of its Material
Subsidiaries to, guarantee or otherwise provide credit
support for the obligations of any non-Material Subsidiary,
except guarantees or other credit support with respect to
Debt in an aggregate principal amount of not more than
$15,000,000.

          SECTION 6.05.  Restrictive Agreements.  The
Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon the
ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital
stock or to make or repay loans or advances to the Company
or any other Subsidiary or to guarantee Debt of the Company
or any other Subsidiary; provided that the foregoing shall
not apply to (i) restrictions and conditions imposed by law
or by this Agreement or (ii) restrictions and conditions
with respect to a Person that is not a Subsidiary on the
date hereof, which restrictions and conditions are in
existence at the time such Person becomes a Subsidiary and
are not incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary.

          SECTION 6.06.  Subsidiary Debt.  The Material
Subsidiaries will not issue or permit to be outstanding any
preferred stock and will not create, incur, assume or permit
to exist any Debt except (a) Debt created hereunder and
under the Alternate Currency Addenda, (b) Debt or preferred
stock of any Subsidiary issued to or held by the Company or
any other Subsidiary (other than Debt or preferred stock of
the Company or a Material Subsidiary issued to or held by a
Subsidiary that is not a Material Subsidiary), (c) Debt
existing on the date hereof and identified on Schedule 6.06
and equaling, in aggregate principal amount, not more than
$40,000,000, and extensions, renewals and replacements
thereof not exceeding $40,000,000 in aggregate principal
amount, (d) Debt in connection with any project financing to
the extent the holders thereof have recourse only against
the specific assets subject to such project financing (and
no recourse against the general assets of the Company or any
Subsidiary) and (e) other Debt and preferred stock, which
would not be permitted but for this clause (e), in an
aggregate principal amount outstanding at any time for all
Subsidiaries that, when aggregated with the amount of debt
secured by Liens permitted pursuant to Section 6.01(m) and
the aggregate book value or sale price of the assets sold in
sale and leaseback transactions permitted pursuant to
Section 6.02, does not exceed 15% of Consolidated Tangible
Net Worth as shown on the most recent consolidated balance
sheet of the Company and its Subsidiaries delivered pursuant
to Section 5.01(a) or (b).

          SECTION 6.07  Consolidated Tangible Net Worth.
The Company will not permit Consolidated Tangible Net Worth
at any time on or before December 31, 1999 to be less than
$250,000,000.  The Company will not permit Consolidated
Tangible Net Worth at any time after December 31, 1999 to be
less than $300,000,000.


                         ARTICLE VII

                          DEFAULTS

          If any of the following events ("Events of
Default") shall occur:

          (a) any representation or warranty made or deemed
     made by or on behalf of the Company or any Borrowing
     Subsidiary in or in connection with any Loan Document,
     or in any report, certificate, financial statement or
     other document furnished pursuant to or in connection
     with any Loan Document, shall prove to have been
     incorrect in any material respect when made or deemed
     made;

          (b) any Borrower shall fail to pay any principal
     of any Loan when and as the same shall become due and
     payable, whether at the due date thereof or at a date
     fixed for prepayment thereof or otherwise;

          (c) any Borrower shall fail to pay any interest on
     any Loan or any Fee or any other amount (other than an
     amount referred to in clause (b) above) payable under
     any Loan Document, when and as the same shall become
     due and payable, and such failure shall continue
     unremedied for a period of three Business Days;

          (d) the Company or any Subsidiary shall fail to
     observe or perform any covenant, condition or agreement
     contained in Section 5.02, Section 5.03 (with respect
     to any Borrower's existence) or Section 5.08 or in
     Article VI;

          (e) the Company or any Subsidiary shall fail to
     observe or perform any covenant, condition or agreement
     contained in any Loan Document (other than those
     specified in clause (b), (c) or (d) above), and such
     failure shall continue unremedied for a period of
     30 days after notice thereof from the Administrative
     Agent or any Lender to the Company;

          (f) (i) the Company or any Material Subsidiary
     shall fail to make any payment (whether of principal or
     interest) in respect of any Material Debt, when and as
     the same shall become due and payable (after all
     applicable grace periods) or (ii) any other event or
     condition occurs and as a result any Material Debt has
     become due prior to its scheduled maturity, or the
     mandatory prepayment, repurchase, redemption or
     defeasance thereof is required, in each case within 60
     days;

          (g) an involuntary proceeding shall be commenced
     or an involuntary petition shall be filed seeking
     (i) liquidation, reorganization or other relief in
     respect of the Company or any Material Subsidiary or
     its debts, or of a substantial part of its assets,
     under any  Federal, state or foreign bankruptcy,
     insolvency, receivership or similar law now or
     hereafter in effect or (ii) the appointment of a
     receiver, trustee, custodian, sequestrator, conservator
     or similar official for the Company or any Material
     Subsidiary or for a substantial part of its assets; and
     such proceeding or petition shall continue undismissed
     for 60 days or an order or decree approving or ordering
     any of the foregoing shall be entered;

          (h) the Company or any Material Subsidiary shall
     (i) voluntarily commence any proceeding or file any
     petition seeking liquidation, reorganization or other
     relief under any Federal, state or foreign bankruptcy,
     insolvency, receivership or similar law now or
     hereafter in effect, (ii) consent to the institution
     of, or fail to contest in a timely and appropriate
     manner, any proceeding or petition described in clause
     (h)(i) above, (iii) apply for or consent to the
     appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for the
     Company or any Material Subsidiary or for a substantial
     part of its assets, (iv) file an answer admitting the
     material allegations of a petition filed against it in
     any such proceeding, (v) make a general assignment for
     the benefit of creditors or (vi) take any action for
     the purpose of effecting any of the foregoing;

          (i) the Company or any Material Subsidiary shall
     become unable, admit in writing or fail generally to
     pay its debts as they become due;

          (j) one or more judgments for the payment of money
     in an aggregate amount (to the extent not covered by
     insurance) in excess of $20,000,000 shall be rendered
     against the Company, any Material Subsidiary or any
     combination thereof and the same shall remain
     undischarged for a period of 30 consecutive days during
     which execution shall not be effectively stayed, or any
     action shall be legally taken by a judgment creditor to
     attach or levy upon any assets of the Company or any
     Material Subsidiary to enforce any such judgment;

          (k) an ERISA Event shall have occurred that, when
     taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in a
     Material Adverse Effect and, within 30 days after the
     reporting of any such ERISA Event pursuant to Section
     5.02(c) to the Administrative Agent (which report shall
     indicate whether such event could cause a Material
     Adverse Effect), the Administrative Agent shall have
     notified the Company in writing that the Required
     Lenders have made a determination that, on the basis of
     such ERISA Event, there are reasonable grounds for the
     termination of any Plan by the PBGC, for the
     appointment by the appropriate United States District
     Court of a trustee to administer any plan or for the
     imposition of a lien in favor of a Plan;

          (l) a Change in Control shall occur; or

          (m) any material provision of the Guarantee shall,
     for any reason, not be, or shall be asserted in writing
     by the Guarantor not to be, in full force and effect,
     or otherwise valid, binding and enforceable against any
     person purported to be bound by it;

then, and in every such event (other than an event with
respect to any Borrower described in clause (g), (h) or (i)
above), and at any time thereafter during the continuance of
such event, the Administrative Agent may with the consent of
the Required Lenders, and at the request of the Required
Lenders shall, by notice to the Company, take either or both
of the following actions, at the same or different
times:  (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare
the Loans then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to
be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued
interest thereon and all fees and other liabilities of the
Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the
Borrowers; and in case of any event with respect to any
Borrower described in clause (g), (h) or (i) above, the
Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued
interest thereon and all fees and other liabilities of the
Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the
Borrowers.



                        ARTICLE VIII

                 THE ADMINISTRATIVE AGENT

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

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

          The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing (a) the
Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent
shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by
the Required Lenders, and (c) except as expressly set forth
herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to
disclose, any information communicated to the Administrative
Agent by or relating to the Company or any of its
Subsidiaries.  The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or
at the request of the Required Lenders or the Lenders, as
the case may be, or in the absence of its own gross
negligence or wilful misconduct.  In addition, the
Administrative Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is
given to the Administrative Agent by the Company or a
Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in
or in connection with this Agreement, (ii) the contents of
any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance
or observance of any of the covenants, agreements or other
terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in
Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the
Administrative Agent.

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

          The Administrative Agent may perform any and all
its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by the Administrative
Agent.  The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and
powers through their respective Affiliates.  The exculpatory
provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Affiliates of the Administrative
Agent and any such sub-agent.

          Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by notifying the
Lenders and the Company.  Upon any such resignation, the
Required Lenders shall have the right to appoint a successor
with the Company's written consent (which shall not be
unreasonably withheld).  If no successor shall have been so
appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the
Lenders, with the Company's written consent (which shall not
be unreasonably withheld), appoint a successor
Administrative Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least
$1,000,000,000 and an office in New York, New York.  Upon
the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its
duties and obligations hereunder.  The fees payable by the
Company to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise
agreed between the Company and such successor.  After the
Administrative Agent's resignation hereunder, the provisions
of this Article and Section 10.03 shall continue in effect
for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Administrative
Agent.

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



                         ARTICLE IX

                         GUARANTEE

          In order to induce the Lenders to extend credit
hereunder, the Guarantor hereby unconditionally guarantees,
as a primary obligor and not merely as a surety, the
Obligations.  The Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it
will remain bound upon its Guarantee hereunder
notwithstanding any such extension or renewal of any
Obligation.

          The Guarantor waives presentment to, demand of
payment from and protest to any Borrower of any of the
Obligations, and also waives notice of acceptance of its
obligations and notice of protest for nonpayment.  The
obligations of the Guarantor hereunder shall not be affected
by the failure of any Lender or the Administrative Agent to
assert any claim or demand or to enforce any right or remedy
against any Borrower under the provisions of this Agreement
or any of the other Loan Documents or otherwise, or, except
as specifically provided therein, by any rescission, waiver,
amendment or modification of any of the terms or provisions
of this Agreement, any of the other Loan Documents or any
other agreement.

          The Guarantor further agrees that its Guarantee
hereunder constitutes a promise of payment when due and not
merely of collection, and waives any right to require that
any resort be had by any Lender to any balance of any
deposit account or credit on the books of any Lender in
favor of any Borrower or any other person.

          The obligations of the Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or
termination for any reason, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in
the performance of the Obligations or otherwise and
regardless of any law, regulation or order of any
jurisdiction, or any other event, affecting any term of any
Obligation or any Lender's rights with respect thereto,
including, without limitation, (a) any law, rule or policy
that is now or hereafter promulgated by any Governmental
Authority (including, without limitation, any central bank)
or regulatory body that may adversely affect any Borrower's
ability or obligation to make, or any Lender's right to
receive, such payments, (b) any nationalization,
expropriation, war, riot, civil commotion or other similar
event, (c) any inability to convert any currency into the
currency of payment of such Obligation or (d) any inability
to transfer funds in the currency of payment of such
Obligation to the place of payment therefor.  Without
limiting the generality of the foregoing, the obligations of
the Guarantor hereunder shall not be discharged or impaired
or otherwise affected by the failure of the Administrative
Agent or any Lender to assert any claim or demand or to
enforce any remedy under this Agreement or under any other
Loan Document or any other agreement, by any waiver or
modification in respect of any thereof, by any default,
failure or delay, wilful or otherwise, except as
specifically provided therein, in the performance of the
Obligations, by any release of any other guarantor, or by
any other act or omission which may or might in any manner
or to any extent vary the risk of the Guarantor or otherwise
operate as a discharge of the Guarantor as a matter of law
or equity.

          The Guarantor further agrees that its obligations
hereunder shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by the
Administrative Agent or any Lender upon the bankruptcy or
reorganization of any Borrower or otherwise.

          In furtherance of the foregoing and not in
limitation of any other right which the Administrative Agent
or any Lender may have at law or in equity against the
Guarantor by virtue hereof, upon the failure of any Borrower
to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of
prepayment or otherwise, the Guarantor hereby promises to
and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in
cash the amount of such unpaid Obligation.  The Guarantor
further agrees that if payment in respect of any Obligation
owed to any Lender shall be due in a currency other than
Dollars and/or at a place of payment other than New York and
if, by reason of any Change in Law, disruption of currency
or foreign exchange markets, war or civil disturbance or
other event, payment of such Obligation in such currency or
such place of payment shall be impossible or, in the
judgment of such Lender, not consistent with the protection
of its rights or interests, then, at the election of such
Lender, the Guarantor shall make payment of such Obligation
in Dollars (based upon the applicable Exchange Rate in
effect on the date of payment) and/or in New York, and shall
indemnify such Lender against any losses or expenses that it
shall sustain as a result of such alternative payment.

          Upon payment by the Guarantor of any Obligations,
each Lender shall, in a reasonable manner, assign the amount
of the Obligations owed to it and so paid to the Guarantor,
such assignment to be pro tanto to the extent to which the
Obligations in question were discharged by the Guarantor, or
make such disposition thereof as the Guarantor shall direct
(all without recourse to and without any representation or
warranty by any Lender).

          Upon payment by the Guarantor of any sums as
provided above, all rights of the Guarantor against any
Borrower arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be
subordinated and junior in right of payment to the prior
indefeasible payment in full of all the Obligations.


                         ARTICLE X

                       MISCELLANEOUS

          SECTION 10.01.  Notices.  Except in the case of
notices and other communications expressly permitted to be
given by telephone, all notices and other communications
provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as
follows:

          (a) if to the Company, to it at Reader's Digest
     Road, Pleasantville, New York 10570, Attention of
     Treasurer  (Telecopy No. (914) 244-5904);

          (b) if to the Administrative Agent, to The Chase
     Manhattan Bank, Agent Bank Services Group, Grand
     Central Tower, 140 East 45th Street, New York, New York
     10017, Attention of Sandra Miklave (Telecopy No. (212)
     622-0002), with a copy to The Chase Manhattan Bank, 270
     Park Avenue, New York 10017, Attention of Peter
     Eckstein  (Telecopy No. (212) 270-0330);

          (c) if to a Lender, to it at its address (or
     telecopy number) set forth in its Administrative
     Questionnaire; and

          (d) if to any Borrowing Subsidiary, to it at the
     address (or telecopy number) set forth above for the
     Company;

provided, however, that any notice or other communication
provided for herein to be given to or by the Company or any
Borrowing Subsidiary shall be deemed effective as to the
Company and as to all Borrowers when given to or by the
Company, as the case may be.

Any party hereto may change its address or telecopy number
for notices and other communications hereunder by notice to
the other parties hereto.  All notices and other
communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have
been given on the date of receipt.

          SECTION 10.02.  Waivers; Amendments.  (a)  No
failure or delay by the Administrative Agent or any Lender
in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and
remedies of the Administrative Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights
or remedies that they would otherwise have.  No waiver of
any provision of this Agreement or consent to any departure
by any Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.


          (b)  None of this Agreement, any Alternate
Currency  Addendum nor any provision hereof or thereof may
be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into (i) in the
case of this Agreement by the Borrowers and the Required
Lenders or by the Borrowers and the Administrative Agent
with the consent of the Required Lenders and (ii) in the
case of any Alternate Currency Addendum, by the Company and
the applicable Borrowers and the Lenders party to such
Addendum; provided that no such agreement shall (i) increase
the Commitment of any Lender without the written consent of
such Lender, or increase or decrease any Alternate Currency
Lender Maximum Borrowing Amount of any Alternate Currency
Lender without the written consent of such Alternate
Currency Lender, (ii) reduce the principal amount of any
Loan or reduce the rate of interest thereon, or reduce any
Fees payable hereunder, without the written consent of each
Lender affected thereby, (iii) postpone the scheduled date
of payment or prepayment of the principal amount of any
Loan, or any interest thereon, or any Fees payable
hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender
affected thereby,  (iv) change Section 2.17 in a manner that
would alter the pro rata sharing of any payment without the
written consent of each Lender affected thereby, (v) reduce
or terminate the obligations of the Guarantor under Article
IX, except in connection with any merger, sale or other
disposition of the Guarantor permitted by Section 6.03 or
(vi) change any of the provisions of this Section or the
definition of "Required Lenders" or any other provision
hereof specifying the number or percentage of Lenders
required in order to waive, amend or modify any rights
hereunder or make any determination or grant any consent
hereunder, without the  written consent of each Lender;
provided further that no such agreement shall amend, modify
or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written
consent of the Administrative Agent.

          SECTION 10.03.  Expenses; Indemnity; Damage
Waiver.  (a)  The Company agrees to pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore, counsel for
the Administrative Agent, in connection with the syndication
of the credit facilities provided for herein, the
preparation and administration of this Agreement or any
amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby
or thereby shall be consummated) and (ii) all reasonable out-
of-pocket expenses incurred by the Administrative Agent or
any Lender, including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent or
any Lender, in connection with the enforcement or protection
of its rights in connection with this Agreement or in
connection with the Loans made hereunder.  The Lenders shall
endeavor in good faith to limit the number of counsel
retained by them to avoid duplication of expenses.

          (b)  The Company agrees to indemnify the
Administrative Agent and each Lender, each Affiliate of any
of the foregoing Persons and each of their respective
directors, officers, employees and agents (each such Person
being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any
Indemnitee incurred by or asserted against any Indemnitee
relating to the execution or delivery of this Agreement or
any agreement or instrument contemplated thereby, the
performance of its obligations thereunder, the Borrowings
hereunder, the consummation of the Transactions or any other
transactions contemplated hereby or any actual or alleged
presence or release of Hazardous Materials on or from any
property owned or operated by the Company or any of its
Subsidiaries or Environmental Liability related in any way
to the Company or any of its Subsidiaries, including any of
the foregoing arising out of, in connection with, or as a
result of any claim, litigation, investigation or proceeding
(whether or not any Indemnitee is a party thereto); provided
that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of
competent jurisdiction to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.  The
Lenders shall endeavor in good faith to limit the number of
counsel retained by them to avoid duplication of expenses.

          (c)  To the extent that the Company, any Borrower
or the Company in its capacity as Guarantor fails to pay any
amount required to be paid by it to the Administrative Agent
under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent such
Lender's Participation Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent in
its capacity as such and did not result from the gross
negligence or wilful misconduct of the Administrative Agent.

          (d)  All amounts due under this Section shall be
payable promptly after written demand therefor.

          (e)  Notwithstanding any other provision of this
Section 10.03, a Foreign Borrower shall be liable for
indemnification only with respect to its own Obligations.

          SECTION 10.04.  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 permitted hereby and the Indemnitees,
except that no Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment
or transfer by any Borrower without such consent shall be
null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other
than the parties hereto and their respective successors and
assigns permitted hereby and the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

          (b)  Any Lender may assign to one or more
assignees (each, an "Assignee") all or a portion of its
rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time
owing to it); provided  that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender, each of
the Company, the Swingline Lender and the Administrative
Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably
withheld), (ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall
not be less than $10,000,000, (iii) each partial assignment
shall be made as an assignment of a proportionate part of
all the assigning Lender's rights and obligations under this
Agreement and under each Alternate Currency Addendum, except
that this clause shall not apply to rights in respect of
outstanding Competitive Loans, (iv) the parties to each such
assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (v) the
assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.  Upon
acceptance and recording pursuant to paragraph (d) of this
Section, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at
least five Business Days after the execution thereof, the
assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Accep
tance, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance
covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.16, 2.20 and 10.03).

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

          (d)  Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender
and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to
in paragraph (b) above and any written consent to such
assignment required by paragraph (b) above, the
Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the
Lenders.  No assignment shall be effective unless it has
been recorded in the Register as provided in this
paragraph (d).

          (e)  Any Lender may without the consent of any
Borrower, the Administrative Agent or the Swingline Lender
sell participations to one or more banks or other entities
("Participants") in all or a portion of its rights and
obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that
(i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the
Administrative Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to
Section 10.02(b) that affects such Participant.  Subject to
paragraph (f) below, the Borrowers agree that each
Participant (acting through a Lender) shall be entitled to
the benefits of Sections 2.14, 2.15, 2.16 and 2.20 to the
same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this
Section.  Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply
with paragraph (b) above shall be treated for purposes of
this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with this
paragraph.

          (f)  The Borrowers shall not be required to pay
any amount to any Participant pursuant to Section 2.14 or
2.20 that is greater than the amount they would have been
required to pay had the applicable participation interest
not been sold, unless the sale of the participation to such
Participant is made with the Company's prior written consent
and the Company specifically agrees to waive this
limitation.  A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of
Section 2.20 unless the Company is notified of the
participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with
Section 2.20 as though it were a Lender.  Any Lender that
sells a participating interest in any Loan, Commitment or
other interest to a Participant under this Section 10.04
shall indemnify and hold harmless the Borrowers and the
Administrative Agent from and against any taxes, penalties,
interest or other costs or losses (including, without
limitation, reasonable attorneys' fees and expenses)
incurred or payable by the Borrowers or the Administrative
Agent as a result of the failure of any of the Borrowers or
the Administrative Agent to comply with its obligations to
deduct or withhold any Taxes from any payments made pursuant
to this Agreement to such Lender or the Administrative
Agent, as the case may be, which Taxes would not have been
incurred or payable if such Participant had delivered to the
Borrower, the Administrative Agent or such Lender, and did
in fact so deliver, duly completed and valid forms or other
documentation entitling such Participant to receive payment
under this Agreement without deduction or withholding of
Taxes in excess of the Taxes deducted or withheld from
payments to such Lender (but only to the extent that the
Participant would have been entitled under applicable law to
deliver such form or other documentation).

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

          SECTION 10.05.  Survival.  All covenants,
agreements, representations and warranties made by the
Borrowers herein and in the certificates or other instru
ments prepared or delivered in connection with or pursuant
to this Agreement shall be considered to have been relied
upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of
any Loans, regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any Fee
or any other amount payable under this Agreement is outstand
ing and unpaid and so long as the Commitments have not
expired or terminated.  The provisions of Sections 2.14.
2.16, 2.20 and 10.03 and Article VIII shall survive and
remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the
repayment of the Loans and the Commitments or the
termination of this Agreement or any other provision hereof.

          SECTION 10.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a
single contract.  This Agreement (including each Alternate
Currency Addendum in effect from time to time) and any
separate letter agreements with respect to Fees payable to
the Administrative Agent constitute the entire contract
among the parties relating to the subject matter hereof and
supersede any and all previous agreements and
understandings, oral or written, relating to the subject
matter hereof.  Except as provided in Section 3.01, this
Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.  Delivery
of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

          SECTION 10.07.  Severability.  Any provision of
this Agreement held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and
the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any
other jurisdiction.

          SECTION 10.08.  Right of Setoff.  (a) If an Event
of Default shall have occurred and be continuing, each
Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the
credit or the account of the Company or any Borrower against
any of and all the obligations of the Company or such
Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although
such obligations may be unmatured.  The rights of each
Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such
Lender may have.

          (b)  Each Lender agrees promptly to notify the
Administrative Agent and the Company or the applicable
Borrower after any such setoff and application; provided,
however, that the failure to give any such notice shall not
affect the validity of such setoff and application.

          (c)  Notwithstanding the foregoing provisions of
this Section 10.08, any amounts received by a Lender by
exercising such set-off rights against any Foreign Borrower
may be applied only against such Borrower's Obligations.

          SECTION 10.09.  Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  THIS AGREEMENT  SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

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

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

          (d)  Each party to this Agreement irrevocably
consents to service of process in the manner provided for
notices in Section 10.01.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

          SECTION 10.10.  WAIVER OF JURY TRIAL.  EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE
MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 10.11.  Headings.  Article and Section
headings and the Table of Contents used herein are for
convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.

          SECTION 10.12.  Confidentiality.  Each of the
Administrative Agent and the Lenders agrees to maintain and
cause its Affiliates to maintain the confidentiality of the
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 or to any other Lender or
Participant (it being understood that such disclosure will
be made only to such Persons who have, and only to the
extent of, the need to know such Information and only if the
Persons to whom such disclosure is made are informed of the
confidential nature of such Information and instructed to
keep such Information confidential and use such information
only as necessary in connection with (i) their evaluation of
the ability of the Company or any Borrowing Subsidiary to
repay the Loans and perform their other obligations under
the Loan Documents, (ii) administering the Obligations under
this Agreement, (iii) servicing the Borrowings hereunder,
(iv) protecting their interests under this Agreement or (v)
performing any similar function in connection with any other
extension of credit by the Lenders to the Company or a
Subsidiary), (b) to the extent requested by any regulatory
authority to which the Lender is subject or in connection
with an examination of the Lender by any such authority,
(c) to the extent otherwise required by applicable laws and
regulations or by any subpoena or similar legal process, (d)
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, (e) subject to an
agreement containing provisions substantially the same as
those of this Section, to any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (f) with the
consent of the Company or (g) 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 or any Lender on a nonconfidential
basis from a source other than any Borrower that is not
known to the Administrative Agent or such Lender to be bound
by any duty of confidentiality with respect thereto.  For
the purposes of this Section, "Information" means all
information received from the Borrowers relating to any
Borrower or its business, other than any such information
that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by any
Borrower; provided that, in the case of information received
from the Borrowers after the date hereof, such information
is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

          SECTION 10.13.  Conversion of
Currencies.  (a)  If, for the purpose of obtaining judgment
in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party
hereto agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures in the relevant
jurisdiction the first currency could be purchased with such
other currency on the Business Day immediately preceding the
day on which final judgment is given.

          (b)  The obligations of each Borrower in respect
of any sum due to any party hereto or any holder of the
obligations owing hereunder (the "Applicable Creditor")
shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such
sum is stated to be due hereunder (the "Agreement
Currency"), be discharged only to the extent that, on the
Business Day following receipt by the Applicable Creditor of
any sum adjudged to be so due in the Judgment Currency, the
Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the
Agreement Currency with the Judgment Currency; if the amount
of the Agreement Currency so purchased is less than the sum
originally due to the Applicable Creditor in the Agreement
Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss.  The obligations of
the Borrowers contained in this Section 10.13 shall survive
the termination of this Agreement and the payment of all
other amounts owing hereunder.


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


                         THE READER'S DIGEST ASSOCIATION, INC.
                         By /s/ Milan Kofol
                         Name:   Milan Kofol
                         Title:  Vice President & Treasurer

                         THE CHASE MANHATTAN BANK, individually and as
                         Administrative Agent
                         By /s/ R. Daniel Rouse
                         Name:   R. Daniel Rouse
                         Title:  Attorney-in-fact

                         MORGAN GUARANTY
                         TRUST COMPANY OF NEW YORK
                         By /s/ Eugenia Wilds
                         Name:   Eugenia Wilds
                         Title:  Vice President

                         BARCLAYS BANK PLC
                         By /s/ Terance Bullock
                         Name:  Terance Bullock
                         Title: Associate Director

                         CITIBANK, N.A.
                         By /s/ James J.  Sheridan
                         Name:   James J. Sheridan
                         Title:  Vice President

                         COMMERZBANK AG,
                         New York and/or Grand Cayman Branches
                         By /s/ Andrew Campbell
                         Name:  Andrew Campbell
                         Title: Assistant Cashier

                         By /s/ Subash Viswanathan
                         Name:   Subash Viswanathan
                         Title:  Vice President

                         MELLON BANK, N.A.
                         By /s/ Stephen  D. Lackey
                         Name:   Stephen D. Lackey
                         Title:  First Vice President

                         ISTITUTO BANCARIO SAN PAOLO DI TORINO
                         By /s/ Gerard M. McKenna
                         Name:   Gerard M. McKenna
                         Title:  Vice President

                         By /s/ Robert  S. Wurster
                         Name:   Robert S. Wurster
                         Title:  First Vice President

                         NATIONAL WESTMINSTER BANK PLC,
                         NEW YORK BRANCH
                         By /s/ Maria  Amaral-LeBlanc
                         Name:   Maria Amaral-LeBlanc
                         Title:  Vice President


                         NATIONAL WESTMINSTER BANK PLC, NASSAU BRANCH
                         By /s/ Maria  Amaral-LeBlanc
                         Name:   Maria Amaral-LeBlanc
                         Title:  Vice President

                         THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
                         By /s/  Yoshimori Kawamura
                         Name:   Yoshimori Kawamura
                         Title:  Joint General Manager


                         SVENSKA HANDELSBANKEN
                         By /s/ Mark Gay
                         Name:   Mark Gay
                         Title: Senior Vice President

                         By /s/ Johan Lindzen
                         Name:   Johan Lindzen
                         Title:

                         BANQUE NATIONALE DE PARIS
                         By /s/ Nuala Marley
                         Name:   Nuala Marley
                         Title:  Vice President


                         BANQUE NATIONALE DE PARIS
                         By /s/ Nancy Stengel
                         Name:   Nancy Stengel
                         Title: Assistant Treasurer

                         UNION BANK OF SWITZERLAND, NEW YORK BRANCH
                         By /s/ Laurent J. Chaix
                         Name:   Laurent J. Chaix
                         Title:  Vice President

                         By /s/ Stephen A. Cayer
                         Name:  Stephen A. Cayer
                         Title: Assistant Treasurer

                         ABN AMRO BANK N.V., NEW YORK BRANCH
                         By /s/ Laura G. Fazio
                         Name:   Laura G. Fazio
                         Title:  Group Vice President & Director


                         By /s/ Margaret Hannahoe
                         Name:   Margaret Hannahoe
                         Title:  Vice President/Director

                         THE FUJI BANK, LIMITED, NEW YORK BRANCH
                         By /s/ Masanobu Kobayashi
                         Name:   Masanobu Kobayashi
                         Title:  Vice President & Manager

                         ING BANK N.V.
                         By /s/ Ronald Smit
                         Name:  Ronald Smit
                         Title: Senior Account manager

                         CIBC INC.
                         By /s/ Reid J. Murray
                         Name:   Reid J. Murray
                         Title:  Managing Director, CIBC Wood Gundy
                         Securities Corp., as Agent

                         CANADIAN IMPERIAL BANK OF COMMERCE
                         By /s/ Reid J. Murray
                         Name:  Reid J. Murray
                         Title: Managing Director, CIBC Wood Gundy
                         Securities Corp., as Agent

                         Guarantor

                         THE READER'S DIGEST ASSOCIATION, INC.

                         By /s/ Milan Kofol
                         Name:   Milan Kofol
                         Title:  Vice President & Treasurer


                         J. P. MORGAN SECURITIES INC., as Syndication
                         Agent,

                         By
                         Name:
                         Title:

                                                 EXHIBIT A-1

                ADMINISTRATIVE QUESTIONNAIRE

           The Reader's Digest Association, Inc.
                Administrative Questionnaire

Please accurately complete all the following information and
return via FAX to the attention of [                    ] at
The Chase Manhattan Bank as soon as possible.


Fax Number:

LEGAL NAME OF YOUR INSTITUTION TO APPEAR IN DOCUMENTATION:


____________________________________________________________
__________________________


GENERAL INFORMATION - DOMESTIC LENDING OFFICE:

Institution Name:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________


GENERAL INFORMATION - EUROCURRENCY LENDING OFFICE:

Institution Name:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________


CONTACTS/NOTIFICATION METHODS:

CREDIT CONTACTS:

Primary Contact:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________

Phone Number:
               _____________________________________________
               ____________________

FAX Number:
               _____________________________________________
               ____________________

Backup Contact:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________

Phone Number:
               _____________________________________________
               ____________________

FAX Number:
               _____________________________________________
               ____________________


TAX WITHHOLDING:

               Non Resident Alien    _____________________Y*
               _____________________N**

  *If yes, please attach (1) Form 4224 or 1001 or Exhibit A-
  2 (Portfolio Interest)
          and (2) Form W-8
  ** If no, please attach Form W-9.

              Tax ID Number
              ______________________________________________
              __________________


CONTACTS/NOTIFICATION METHODS:

ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST,
FEES, ETC.

Contact:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________

Phone Number:
               _____________________________________________
               ____________________

FAX Number:
               _____________________________________________
               ____________________


PAYMENT INSTRUCTIONS:

Name of Bank where funds are to be transferred:

____________________________________________________________
________________

Routing Transit/ABA number of Bank where funds are to be
transferred:

____________________________________________________________
________________

Name of Account, if applicable:

____________________________________________________________
________________

Account Number:
               _____________________________________________
               ____________________

Additional
Information:________________________________________________
________________



MAILINGS:

Please specify who should receive financial information:

Name:
               _____________________________________________
               ____________________

Street Address:
               _____________________________________________
               ____________________

City, State, Zip Code:
               _____________________________________________
               ____________________
                                                 EXHIBIT A-2
               FORM OF EXEMPTION CERTIFICATE

       Reference is made to the Competitive Advance and
Revolving Credit Facility dated as of November 12, 1996 (as
the same may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among The
Reader's Digest Association, Inc., a Delaware corporation,
the Borrowing Subsidiaries (as defined therein), the Lenders
(as defined therein), The Chase Manhattan Bank (as
Administrative Agent) and J.P. Morgan Securities Inc. (as
Syndication Agent).  Capitalized terms used herein that are
not defined herein shall have the meanings ascribed to them
in the Credit Agreement.  [Name of Non-U.S. Person] (the
"Lender") is providing this certificate pursuant to
Section 2.20(f) of the Credit Agreement.  Under penalties of
perjury, the Lender hereby represents and warrants that:

       1.   The Lender is the sole record and beneficial
owner of the Registered Note(s) in respect of which it is
providing this certificate, and it shall remain the sole
beneficial owner of such Registered Note(s) at all times
during which it is the record holder of such Registered
Note(s).

       2.   The Lender is not a "bank" for purposes of
Section 881(c)(3)(A) of the Internal Revenue Code of 1986,
as amended (the "Code").  In this regard, the Lender further
represents and warrants that:

       (a)  the Lender is not subject to regulatory or other
legal requirements as a bank in any jurisdiction;

       (b)  the Lender has not been treated as a bank for
purposes of any tax, securities law or other filing or
submission made to any governmental authority, any
application made to a rating agency or qualification for any
exemption from tax, securities law or other legal
requirements;

       (c)  the Lender is acquiring an interest in a
Registered Note for its own account, and the Lender will not
hold such interest, directly or indirectly, for or on behalf
of, or as nominee for, any bank; further, the Lender is not
a "conduit entity" within the meaning of U.S. Treasury
Regulations Section 1.881-3; and

       (d)  the Lender is not using funds borrowed from a
bank on a limited recourse or other basis, the effect of
which is to shift the economic benefits or burdens of
ownership of an interest in any Registered Note to such
bank, to acquire an interest in any Registered Note.

       3.   The Lender meets all of the requirements under
Code Section 871(h) or 881(c) to be eligible for a complete
exemption from withholding of Taxes on interest payments
made to it under the Credit Agreement, including without
limitation that it is not a 10-percent shareholder (within
the meaning of Section 871(h)(3)(B) of the Code) of the
Company and is not a controlled foreign corporation related
to the Company (within the meaning of Section 864(d)(4) of
the Code).  In connection with the foregoing, the Lender
represents and warrants that (a) any and all Notes that it
now holds, or may hereafter hold, are Registered Notes, and
(b) it has not taken, and will not take, any action that
would cause any Registered Note held by it at any time
during the term of the Credit Agreement to fail to be in
registered form within the meaning of U.S.  Treasury
Regulations Section 5f.103-1(c).

       4.   The Lender shall promptly notify the Company and
the Administrative Agent if (a) any of the representations
and warranties made herein are no longer true and correct,
or (b) the Lender is a "conduit entity" within the meaning
of U.S. Treasury Regulations Section 1.881-3 or any
successor thereto or any other Regulations promulgated under
the authority of Code Section 7701(l) with respect to its
interest in any Registered Note.


       IN WITNESS WHEREOF, the undersigned has duly executed
this certificate.

                           [Name of Non-U.S. Person]




By:_______________________________
Name:
Title:


Date:________________________


                                                   EXHIBIT B
                         [FORM OF]

                 ASSIGNMENT AND ACCEPTANCE

                                      Dated:          , 19

       Reference is made to the $400,000,000 Competitive
Advance and Revolving Credit Facility Agreement dated as of
November 12, 1996 (the "Agreement"), among The Reader's
Digest Association, Inc. (the "Company"), as a Borrower and
the Guarantor, the Lenders named therein, The Chase
Manhattan Bank, as Administrative Agent and J. P. Morgan
Securities Inc., as Syndication Agent.  Terms defined in the
Agreement are used herein with the same meanings.

       1.  The Assignor hereby sells and assigns, without
recourse, to the Assignee, and the Assignee hereby purchases
and assumes, without recourse, from the Assignor, effective
as of the effective date of assignment set forth below (the
"Assignment Date"), the interests set forth on the reverse
hereof (the "Assigned Interest") in the Assignor's rights
and obligations under the Agreement, including, without
limitation, the interests set forth on the reverse hereof in
the Commitment of the Assignor on the Assignment Date and
the Competitive Loans, Standby Loans, Swingline Loans and
Alternate Currency Loans owing to the Assignor which are
outstanding on the Assignment Date, together with unpaid
interest accrued on the assigned Loans to the Assignment
Date and the amount, if any, set forth on the reverse hereof
of the Fees accrued to the Assignment Date for the account
of the Assignor.  Each of the Assignor and the Assignee
hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in
Section 10.04 of the Agreement, a copy of which has been
received by each such party.  From and after the Assignment
Date, (i) the Assignee shall be a party to and be bound by
the provisions of the Agreement and, to the extent of the
interests assigned by this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent of the interests
assigned by this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the
Agreement.

       2.  This Assignment and Acceptance is being delivered
to the Administrative Agent together with (i) the forms
referenced in Section 2.20(f) of the Agreement, duly
completed and executed by such Assignee, (ii) if the
Assignee is not already a Lender under the Agreement, an
Administrative Questionnaire in the form of Exhibit A to the
Agreement and (iii) a processing and recordation fee of
$3,500.

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

Date of Assignment:
____________________________________________________

Legal Name of Assignor:
________________________________________________

Legal Name of Assignee:
________________________________________________

Assignee's Address for Notices:
________________________________________

Assignee's Domestic Lending Office
Address:_____________________________

____________________________________________________________
____________
Assignee's Eurocurrency Lending Office
Address:_________________________

____________________________________________________________
____________

Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):
___________________________________


Facility              Principal Amount  Percentage Assigned
                      Assigned (and     of Commitment (set
                      identifying       forth, to at least 8
                      information as to decimals, as a
                      individual        percentage of the
                      Competitive       Commitment and the
                      Loans)            Total Commitment
Commitment Assigned:  $__________       _________ %
                                        
Standby Loans:        $__________       _________ %
                                        
Competitive Loans:    $__________       _________ %
                                        
Swingline Loans:      $__________       _________ %
                                        
Alternate Currency                      
Loans                 $__________       _________ %
                                        
Fees Assigned (if     $__________       _________ %
any):                                   


The terms set forth and on      Accepted (if required):
the reverse side hereof are     THE READER'S DIGEST
hereby agreed to:               ASSOCIATION, INC.,

___________________________     by:
_____, as Assignor,             ___________________________
                                    Name:
                                    Title:
by:                             
___________________________
_
    Name:
    Title:

___________________________     
_____,
as Assignee,

by: ____________________________
    Name:
    Title:
                                                   EXHIBIT C
                         [FORM OF]

               BORROWING SUBSIDIARY AGREEMENT


The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  [                ]

                                                      [Date]

Ladies and Gentlemen:

       The undersigned, The Reader's Digest Association,
Inc. (the "Company"), refers to the $400,000,000 Competitive
Advance and Revolving Credit Facility Agreement dated as of
November 12, 1996 (as it may hereafter be amended, modified,
extended or restated from time to time, the "Agreement"),
among the Company, as a Borrower and the Guarantor, the
Lenders named therein, The Chase Manhattan Bank, as
Administrative Agent, and J. P. Morgan Securities Inc., as
Syndication Agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such
terms in the Agreement.

       The Company and               (the "Designated
Borrowing Subsidiary") (i) confirm that the Designated
Borrowing Subsidiary is a Subsidiary and (ii) make, on and
as of the date hereof, the representations and warranties as
to the Designated Borrowing Subsidiary contained in
Article IV of the Credit Agreement.  The Designated
Borrowing Subsidiary hereby agrees to be bound in all
respects by the terms of the Agreement, including without
limitation, Article III thereof, and to perform all of the
obligations of a Borrowing Subsidiary thereunder.  Each
reference to a Borrowing Subsidiary in the Agreement shall
be deemed to include the Designated Borrowing Subsidiary.

       The Company hereby ratifies and confirms the
provisions of Article VIII of the Agreement with respect to
all Loans made by any Lender to the Designated Borrowing
Subsidiary.

       The address to which communications to the Designated
Borrowing Subsidiary under the Agreement should be directed
is:________________________________________________________
___________________________________________________________
___________________________________________________________.


       This instrument shall be construed in accordance with
and governed by the laws of the State of New York.  Loan
proceeds should be deposited as provided in the Agreement.

       Upon the execution of this Borrowing Subsidiary
Agreement by the Company and the Designated Borrowing
Subsidiary, and acceptance hereof by the Administrative
Agent, the Designated Borrowing Subsidiary shall become a
Borrowing Subsidiary under the Agreement as though it were
an original party thereto and shall be entitled to borrow
under the Agreement upon the satisfaction of the conditions
precedent set forth in Section 3.02 of the Agreement.

                      Very truly yours,

                      THE READER'S DIGEST ASSOCIATION, INC.,

                        by

                          Name:
                          Title:


                      [DESIGNATED BORROWING SUBSIDIARY],

                        by

                          Name:
                          Title:


Accepted as of the date first
above written.

THE CHASE MANHATTAN BANK, as
Administrative Agent,


by

    Name:
    Title:
                                                   EXHIBIT D

                         [FORM OF]

              BORROWING SUBSIDIARY TERMINATION



The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  [                ]

with a copy to:
The Chase Manhattan Bank, as Administrative Agent

Attention:  [                ]

                                                      [Date]

Ladies and Gentlemen:

       The undersigned, The Reader's Digest Association,
Inc. (the "Company"), refers to the $400,000,000 Competitive
Advance and Revolving Credit Facility Agreement dated as of
November 12, 1996 (as it may hereafter be amended, modified,
extended or restated from time to time, the "Agreement"),
among the Company, as a Borrower and the Guarantor, the
Lenders named therein, The Chase Manhattan Bank, as
Administrative Agent, and J. P. Morgan Securities Inc., as
Syndication Agent.  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such
terms in the Agreement.

       The Company hereby elects to terminate the status of
(the "Terminated Borrowing Subsidiary") as a Borrowing
Subsidiary for purposes of the Agreement.  The Company
represents and warrants that no Loans made to the Terminated
Borrowing Subsidiary are outstanding as of the date hereof
and that all principal and interest on all amounts payable
by the Terminated Borrowing Subsidiary pursuant to the
Agreement and any Alternate Currency Addendum have been paid
in full on or prior to the date hereof.


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


                                Very truly yours,

                                THE READER'S DIGEST ASSOCIATION, INC.,

                                  by

                                     Name:
                                     Title:

                                                 EXHIBIT E-1
                         [FORM OF]
                  COMPETITIVE BID REQUEST

The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  Sandra Miklave

with a copy to:
The Chase Manhattan Bank
c/o Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Attention:
                                                      [Date]

Ladies and Gentlemen:

       The undersigned, The Reader's Digest Association,
Inc. (the "Company"), [or other Borrower] refers to the
$400,000,000 Competitive Advance and Revolving Credit
Facility Agreement dated as of November 12, 1996 (as it may
hereafter be amended, modified, extended or restated from
time to time, the "Agreement"), among the Company, as a
Borrower and the Guarantor, the Lenders named therein, The
Chase Manhattan Bank, as Administrative Agent, and J. P.
Morgan Securities Inc., as Syndication Agent.  Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.

       The Company hereby gives you notice pursuant to
Section 2.03(a) of the Agreement that it requests a
Competitive Borrowing under the Agreement, and in that
connection sets forth below the terms on which such
Competitive Borrowing is requested to be made:

(A)  Date of Competitive Borrowing
     (which is a Business Day)

(B)  Principal amount of
     Competitive Borrowing / 1

(C)  Interest rate basis / 2

(D)  Maturity of Competitive
     Borrowing

(E)  Interest Period and the
     last day thereof / 3


       Upon acceptance of any or all of the Loans offered by
the Lenders in response to this request, the Company [or
other Borrower] shall be deemed to have represented and
warranted that the conditions to lending specified in
Section 3.02(b) and (c) of the Agreement have been
satisfied.  Any amounts borrowed shall be deposited in Chase
account number [         ].

                              Very truly yours,

                              THE READER'S DIGEST ASSOCIATION, INC.,

                              [OTHER BORROWER]

                                by

                                  Name:
                                  Title: [Financial Officer]


                                                 EXHIBIT E-2
                         [FORM OF]

             NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]

                                                      [Date]

Attention:  [          ]

Ladies and Gentlemen:

          Reference is made to the $400,000,000 Competitive
Advance and Revolving Credit Facility Agreement dated as of
November 12, 1996 (as it may hereafter be amended, modified,
extended or restated from time to time, the "Agreement"),
among The Reader's Digest Association, Inc. (the "Company"),
as a Borrower and the Guarantor, the Lenders named therein,
The Chase Manhattan Bank, as Administrative Agent, and J. P.
Morgan Securities, Inc., as Syndication Agent.  Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.

          A Borrower made a Competitive Bid Request on
          , 19[ ], pursuant to Section 2.03(a) of the
Agreement, and in that connection you are invited to submit
a Competitive Bid by [Date]/[Time]. / 4Your Competitive Bid
must comply with Section 2.03(b) of the Agreement and the
terms set forth below on which the Competitive Bid Request
was made:

(A)  Date of Competitive Borrowing

(B)  Principal amount of
     Competitive Borrowing

(C)  Interest rate basis

(D)  Maturity of Competitive
     Borrowing

(E)  Interest Period and the
     last day thereof


                              Very truly yours,

                              THE CHASE MANHATTAN BANK,
                              as Administrative Agent,

                                by


                                  Name:
                                  Title:
                                                 EXHIBIT E-3
                         [FORM OF]

                      COMPETITIVE BID


The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  Sandra Miklave

with a copy to:
The Chase Manhattan Bank
c/o Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Attention:

                                                      [Date]

Ladies and Gentlemen:

          The undersigned, [Name of Lender], refers to the
$400,000,000 Competitive Advance and Revolving Credit
Facility Agreement dated as of November 12, 1996 (as it may
hereafter be amended, modified, extended or restated from
time to time, the "Agreement"), among The Reader's Digest
Association, Inc. (the "Company"), as a Borrower and the
Guarantor, the Lenders named therein, The Chase Manhattan
Bank, as Administrative Agent, and J. P. Morgan Securities,
Inc., as Syndication Agent.  Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.

          The undersigned hereby makes a Competitive Bid
pursuant to Section 2.03(b) of the Agreement, in response to
the Competitive Bid Request made by the Borrower on
            , 19[ ], and in that connection sets forth below
the terms on which such Competitive Bid is made:

(A)  Principal Amount / 5

(B)  Competitive Bid Rate / 6

(C)  Maturity of Borrowing

(D)  Interest Period and last
     day thereof


          The undersigned hereby confirms that it is
prepared, subject to the conditions set forth in the
Agreement, to extend credit to the Borrower upon acceptance
by such Borrower of this bid in accordance with
Section 2.03(d) of the Agreement.


                              Very truly yours,

                              [NAME OF LENDER],

                                by

                                  Name:
                                  Title:

                                                 EXHIBIT E-4

                         [FORM OF]

            COMPETITIVE BID ACCEPT/REJECT LETTER


                                                      [Date]

The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  Sandra Miklave

with a copy to:
The Chase Manhattan Bank
c/o Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Attention:

Ladies and Gentlemen:

          The undersigned, The Reader's Digest Association,
Inc. (the "Company"), [or other Borrower] refers to the
$400,000,000 Competitive Advance and Revolving Credit
Facility Agreement dated as of November 12, 1996 (as it may
hereafter be amended, modified, extended or restated from
time to time, the "Agreement"), among the Company, as a
Borrower and the Guarantor, the Lenders named therein, The
Chase Manhattan Bank, as Administrative Agent, and J. P.
Morgan Securities Inc., as Syndication Agent.  Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.

          In accordance with Section 2.03(c) of the
Agreement, we have received a summary of bids in connection
with our Competitive Bid Request dated             , 19[  ],
and in accordance with Section 2.03(d) of the Agreement, we
hereby accept the following bids for maturity on [date]:

Principal Amount         Fixed Rate/Margin   Interest Rate
Basis     Lender

      $                             [%]/[+/-.   %]
      $

We hereby reject the following bids:

Principal Amount         Fixed Rate/Margin   Interest Rate
Basis     Lender

      $                             [%]/[+/-.   %]
      $

          The $           should be deposited in Chase
account number [             ] on [date].


                                   Very truly yours,

                                   THE READERS DIGEST ASSOCIATION, INC.,

                                   by
                                   Name:
                                   Title:

                                                EXHIBIT E-5
                         [FORM OF]

                 STANDBY BORROWING REQUEST

The Chase Manhattan Bank, as Administrative Agent
Administrative Agent Bank Services
140 East 45th Street
New York, NY 10017

Attention:  Sandra Miklave

with a copy to:
The Chase Manhattan Bank
c/o Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Attention:

                                                      [Date]

Ladies and Gentlemen:

          The undersigned, The Reader's Digest Association,
Inc. (the "Company"), [or other Borrower] refers to the
$400,000,000 Competitive Advance and Revolving Credit
Facility Agreement dated as of November 12, 1996 (as it may
hereafter be amended, modified, extended or restated from
time to time, the "Agreement"), among the Company, as a
Borrower and the Guarantor, the Lenders named therein, The
Chase Manhattan Bank, as Administrative Agent, and J. P.
Morgan Securities, Inc., as Syndication Agent.  Capitalized
terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.

          The undersigned Borrower hereby gives you notice
pursuant to Section 2.04 of the Agreement that it requests a
Standby [Dollar or Committed Currency] Borrowing under the
Agreement, and in that connection sets forth below the terms
on which such Standby Borrowing is requested to be made:

(A)  Date of Standby Borrowing
     (which is a Business Day)

(B)  Denomination of Standby
     Borrowing / 7

(C)  Principal amount of
     Standby Borrowing / 8

(D)  Interest rate basis / 9

(E)  Maturity of Standby
     Borrowing

(F)  In the case of a
     Eurocurrency Standby Borrowing,
     Interest Period and the
     last day thereof / 10

          Upon acceptance of any or all of the Loans made by
the Lenders in response to this request, the Borrower shall
be deemed to have represented and warranted that the
conditions to lending specified in Section 3.02(b) and (c)
of the Agreement have been satisfied.  Any amounts borrowed
shall be deposited in Chase account number [     ].

                              Very truly yours,

                              [THE READER'S DIGEST
                               ASSOCIATION, INC.] / 11,

                               by
                               Name:
                               Title: [Financial Officer]


                                                   EXHIBIT G
                         [FORM OF]

                ALTERNATE CURRENCY ADDENDUM


                    [SPECIFY CURRENCY] ADDENDUM dated as of
          [        ], to the Credit Agreement (as defined
          below).


                         ARTICLE I

                        Definitions

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

          "Alternate Currency Loan" shall mean any extension
of credit, denominated in [specify currency], made to a
Borrower pursuant to Section 2.01(b) of the Credit Agreement
and this Addendum.  An Alternate Currency Loan shall bear
interest at the rate specified in Schedule II hereof, or, if
no rate shall be specified, shall be a Eurocurrency Loan.

          "Base Rate" shall mean [identify any base rate
customarily used in connection with loans in the applicable
currency].

          "Company"  shall mean The Reader's Digest
Association, Inc., a Delaware corporation.

          "Credit Agreement" shall mean the Competitive
Advance and Revolving Credit Facility Agreement dated as of
November 12, 1996, among the Company, as Borrower and
Guarantor, the Lenders named therein, The Chase Manhattan
Bank, as Administrative Agent, and J. P. Morgan Securities
Inc., as Syndication Agent, as the same may be amended,
waived or modified from time to time.

          SECTION 1.02.  Terms Generally.  Terms defined in
the Credit Agreement shall have the same meanings in this
Addendum.  Wherever the context may require, any pronoun
shall include the corresponding masculine, feminine and
neuter forms.  The words "include", "includes" and
"including" shall be deemed to be followed by the phrase
"without limitation".  All references herein to Sections and
Schedules shall be deemed references to Sections of and
Schedules to this Addendum unless the context shall
otherwise require.


                         ARTICLE II

                        The Credits

          SECTION 2.01.  Alternate Currency Loans.
(a)  This Addendum (as the same may be amended, waived or
modified from time to time) is an "Alternate Currency
Addendum" as defined in the Credit Agreement and is,
together with the borrowings made hereunder, subject in all
respects to the terms and provisions of the Credit
Agreement.  The Alternate Currency Lenders party to this
Addendum are set forth on Schedule I.

          (b)  Any modifications to the Interest Payment
Dates, Interest Periods, interest rates and any other
special provisions applicable to Alternate Currency Loans
under this Addendum are set forth on Schedule II to this
Alternate Currency Addendum.

          (c)  Any special borrowing procedures or funding
arrangements for Alternate Currency Loans under this
Addendum, any provisions for the issuance of promissory
notes to evidence the Alternate Currency Loans made
hereunder and any additional information requirements
applicable to Alternate Currency Loans under this Addendum
are set forth on Schedule III to this Alternate Currency
Addendum.

          SECTION 2.02.  Maximum Borrowing Amounts.
(a)  The Alternate Currency Lender Maximum Borrowing Amount
for each Alternate Currency Lender party to this Addendum is
set forth on Schedule I.  The Alternate Currency Facility
Maximum Borrowing Amount under this Addendum is set forth on
Schedule I.

          (b)  Upon at least 2 Business Days' prior
irrevocable written or telecopy notice to the Administrative
Agent, the Company may from time to time reduce (including
to zero) the aggregate Alternate Currency Lender Maximum
Borrowing Amounts under this Addendum; provided, however,
that (i) each partial reduction shall be in an integral
multiple of [$1,000,000] and in a minimum principal amount
of [              ] and (ii) no such reduction shall be
permitted if, after giving effect thereto, to any repayments
of Loans made on the effective date thereof and to any
adjustments under Section 2.24(a) and (b) of the Credit
Agreement (A) the Dollar Equivalent of all Loans outstanding
under this Addendum would exceed the Alternate Currency
Facility Maximum Borrowing Amount under this Addendum or
(B) the Dollar Equivalent of all Loans of any Alternate
Currency Lender outstanding under this Addendum would exceed
the Alternate Currency Lender Maximum Borrowing Amount of
such Alternate Currency Lender.  Any such reduction shall be
allocated pro rata among all the Alternate Currency Lenders
party to this Addendum by reference to their respective
Alternate Currency Lender Maximum Borrowing Amounts
hereunder (and without taking into account Section 2.24 of
the Credit Agreement).


                        ARTICLE III

               Representations and Warranties

          The Company hereby makes and confirms each
representation and warranty applicable to each Borrower or
any of their Subsidiaries contained in Article IV of the
Credit Agreement.  The Company and each Borrower represent
and warrant to each of the Alternate Currency Lenders party
to this Addendum that no Default or Event of Default has
occurred and is continuing, and no Default or Event of
Default shall arise as a result of the making of Loans
hereunder or any other transaction contemplated hereby.


                         ARTICLE IV

                  Miscellaneous Provisions

          SECTION 4.01.  Amendment; Termination.  (a)  This
Addendum (including the Schedules hereto) may not be amended
without the prior written consent of Lenders representing a
majority in amount of the Alternate Currency Lender Maximum
Borrowing Amounts hereunder, but subject to the provisions
of Section 10.02 of the Credit Agreement; provided, however,
that this Section 4.01(a) shall not restrict assignments
pursuant to Section 4.02.

          (b)  This Addendum may not be terminated without
the prior written consent of each Alternate Currency Lender
party hereto unless there are no Alternate Currency Loans
outstanding hereunder, in which case no such consent shall
be required; provided, however, that this Addendum shall
terminate on the date that the Credit Agreement terminates
in accordance with its terms.

          SECTION 4.02.  Assignments.  Section 10.04 of the
Credit Agreement shall apply to assignments by Alternate
Currency Lenders of obligations and Loans hereunder;
provided, however, that a Alternate Currency Lender may not
assign any obligations or rights hereunder to any Person who
is not (and does not simultaneously become) a Lender under
the Credit Agreement.

          SECTION 4.03.  Notices.  Notices and other
communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy,
as follows:

          (a) if to the Borrower, to it at
     [               ], Attention [           ] (Telecopy
     No. [            ]) with a copy to the Company at its
     address or telecopy number referenced in Section 10.01
     of the Credit Agreement;

          (b) if to the Alternate Currency Agent, to it at
     the Alternate Currency Agent's branch of account with a
     copy to the Administrative Agent at their telecopy
     numbers referenced in Section 10.01 of the Credit
     Agreement; and

          (c) if to an Alternate Currency Lender, to it at
     its address (or telecopy number) set forth in
     Schedule I or in the Assignment and Acceptance pursuant
     to which such Alternate Currency Lender became a party
     hereto.

All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt if
delivered by hand or overnight courier service or sent by
telecopy to such party as provided in this Section with
telephonic confirmation of receipt thereof by such party or
in accordance with the latest unrevoked direction from such
party given in accordance with this Section.

          SECTION 4.04.  Ratification of Guarantee by the
Company.  By its execution of this Addendum, the Company
hereby ratifies and confirms its guarantee contained in
Article IX of the Credit Agreement with respect to the
Alternate Currency Loans made pursuant to this Addendum.

          SECTION 4.05.  Setoff.  Each Alternate Currency
Lender agrees that if it shall, though the exercise of a
right of banker's lien, setoff or counterclaim, a secured
claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Alternate Currency
Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, or by similar means, obtain
payment (voluntary or involuntary) of any Alternate Currency
Loan or Loans as a result of which the unpaid principal
portion of the Alternate Currency Loans of such Alternate
Currency Lender shall be proportionately less than the
unpaid principal portion of the Alternate Currency Loans of
any other Alternate Currency Lender at face value, and shall
promptly pay to such other Alternate Currency Lender the
purchase price for, a participation in the Alternate
Currency Loans of such other Alternate Currency Lender, so
that the aggregate unpaid principal amount of the Alternate
Currency Loans and participations in the Alternate Currency
Loans held by each Alternate Currency Lender shall be in the
same proportion to the aggregate unpaid principal amount of
all Alternate Currency Loans then outstanding as the
principal amount of its Alternate Currency Loans prior to
such exercise of banker's lien, setoff or counterclaim or
other event was to the principal amount of all Alternate
Currency Loans outstanding prior to such exercise of
banker's lien, setoff or counterclaim or other event;
provided, however, that, if any such purchase or purchases
or adjustments shall be made pursuant to this Section 4.05
and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall
be rescinded to the extent of such recovery and the purchase
price or prices or adjustment restored without interest.
Each Borrower party to this Addendum expressly consents to
the foregoing arrangements and agrees that any Alternate
Currency Lender holding a participation in an Alternate
Currency Loan deemed to have been so purchased may exercise
any and all rights of banker's lien, setoff or counterclaim
with respect to any and all moneys owing by such Borrowing
Subsidiary to such Alternate Currency Lender by reason
thereof as fully as if such Alternate Currency Lender had
made an Alternate Currency Loan directly to such Borrower in
the amount of such participation.

          SECTION 4.06.  Applicable Law.  THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

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

                         THE READER'S DIGEST ASSOCIATION, INC.,

                         by:
                         Name:
                         Title:

                         [BORROWERS],

                         by:
                         Name:
                         [ALTERNATE CURRENCY LENDERS],

                         by:
                         Name:
                         Title:


                           SCHEDULE I
                 to Alternate Currency Addendum

                 ALTERNATE CURRENCY LENDERS

 Alternate Currency                                  
      Facility         Name and Address of  Alternate Currency
  Maximum Borrowing    Alternate Currency     Lender Maximum
       Amount                Lender          Borrowing Amount
                                            
                                            
US$                                              US$

                          SCHEDULE II
                  to Alternate Currency Addendum

                         MODIFICATIONS


1.  Interest Payment Dates.



2.  Interest Periods.



3.  Spreads.



4.  Interest Rates.



5.  Other.

                              SCHEDULE III
                     to Alternate Currency Addendum
                            OTHER PROVISIONS



1.  Borrowing Procedures.



2.  Funding Arrangements.



3.  Promissory Notes.



4.  Information Requirements.

                                               SCHEDULE 2.01

                             Contact Person      U.S. Dollar
                             and Telephone        Equivalent
Name and Address of Lender    and Telecopy        Commitment
                                Numbers
*THE CHASE MANHATTAN BANK  Mr. Peter          $40,000,000
270 Park Avenue            Eckstein
New York, NY 10017         Tel. (212) 270-
                           3090
Domestic Lending Office:   Fax: (212) 270-
270 Park Avenue            0330
New York, NY 10017

Eurocurrency Lending
Office:
Same as above
*Morgan Guaranty Trust     Ms. Claire         $40,000,000
Company of New York        Aldrich
                           Tel. (212) 648-
Domestic Lending Office:   7739
60 Wall Street             Fax: (212) 648-
New York, NY 10260         5229

Eurocurrency Lending
Office:
c/o Nassau Branch
60 Wall Street
New York, NY 10260
BARCLAYS BANK              Mr. Matthew Tuck   $24,000,000
222 Broadway               Tel. (212) 412-
11th Floor                 1131
New York, NY   10038       Fax: (212) 412-
                           7590
Domestic Lending Office:
Barclays Bank PLC
75 Wall Street
New York, NY

Eurocurrency Lending
Office:
Barclays Bank
Bay Street
Nassau Bahamas
*CITIBANK, N.A.            Ms. Judith         $24,000,000
399 Park Avenue            Cheskin
New York, NY   10043       Tel. (212) 559-
                           4649
Domestic Lending Office:   Fax: (212) 793-
Citibank, N.A.             3053
399 Park Avenue
New York, NY 10043

Eurocurrency Lending
Office:
Same as above
COMMERZBANK                Mr. Andrew         $20,000,000
2 World Financial Center   Campbell
New York, NY   10281       Tel. (212) 266-
                           7528
Domestic Lending Office:   Fax: (212) 266-
Commerzbank AG, Grand      7594
Cadman/New York Branches
2 World Financial Center
New York, NY 10281

Eurocurrency Lending
Office:
Same as above
*MELLON BANK, N.A.         Ms. Lisa Pellow    $24,000,000
One Mellon Bank Center     Tel. (412) 236-
Pittsburgh, PA  15258      2790
                           Fax: (412) 234-
Domestic Lending Office:   6375
Mellon Bank, N.A.
Rm. 4440, 1 Mellon Bank
Center
500 Grant Street
Pittsburgh, PA 15258-0001

Eurocurrency Lending
Office:
Same as above
ISTITUTO BANCARIO SAN      Mr. Wendell Jones  $20,000,000
PAOLO DI TORINO            Tel: (212) 692-
245 Park Avenue            3140
New York, NY  10167        Fax: (212) 599-
                           5303
Domestic Lending Office:
San Paolo Bank
245 Park Avenue
New York, NY 10167

Eurocurrency Lending
Office:
Same as above
NATWEST                    Mr. David Apps     $24,000,000
175 Water Street           Tel. (212) 602-
New York, NY  10038        4221
                           Fax: (212) 602-
Domestic Lending Office:   4500
National Westminster Bank
Plc/
New York Branch
175 Water Street, 19th
Floor
New York, NY 10038

Eurocurrency Lending
Office:
Same as above
SUMITOMO BANK              Mr. Angelo         $24,000,000
277 Park Avenue            Balestari
6th Floor                  Tel. (212) 224-
New York, NY  10172        4143
                           Fax: (212) 224-
Domestic Lending Office:   5188
The Sumitomo Bank,
Limited, New York Branch
277 Park Avenue
New York, NY 10172

Eurocurrency Lending
Office:
Same as above
SVENSKA HANDELSBANKEN      Mr. Karl Forsman   $20,000,000
153 East 53rd Street       Tel. (212) 326-
New York, NY  10022        5144
                           Fax: (212) 326-
Domestic Lending Office    2725
153 East 53rd Street
New York, NY 10022

Eurocurrency Lending
Office
Same as above
BANQUE NATIONALE DE PARIS  Ms. Nuala Marley   $24,000,000
499 Park Avenue            Tel. (212) 415-
2nd Floor                  9726
New York, NY  10022        Fax: (212) 415-
                           9695
Domestic Lending Office:
Banque Nationale de Paris
499 Park Avenue, 2nd Floor
New York, NY 10022

Eurocurrency Lending
Office:
Same as above

UNION BANK OF SWITZERLAND  Ms. Laurent Chaix  $24,000,000
299 Park Avenue            Tel. (212) 821-
New York, NY  10171        3335
                           Fax: (212) 821-
Domestic Lending Office:   3383
Same as above

Eurocurrency Lending
Office:
Same as above
ABN AMRO BANK N.V.         Ms. Margaret       $24,000,000
500 Park Avenue            Hanahoe
New York, NY  10017        Tel. (212) 446-
                           4262
Domestic Lending Office:   Fax: (212) 446-
ABN AMRO Bank N.V., New    4203
York Branch
500 Park Avenue
New York, NY 10022

Eurocurrency Lending
Office:
Same as above
THE FUJI BANK LIMITED      Mr. Larry White    $24,000,000
2 World Trade Centre       Tel. (212) 898-
79th Floor                 2083
New York, NY  10048        Fax: (212) 321-
                           9407
Domestic Lending Office:
The Fuji Bank Limited, New
York Branch
2 World Trade Center
79th Floor
New York, NY 10048

Eurocurrency Lending
Office:
Same as above
ING BANK                   Mr. Ronald Smit    $20,000,000
Rembrandt Tower            Tel. 31-020-
Amstelplein 1              5620030
Amsterdam, Netherlands     Fax:  31-020-
                           5620199
Domestic Lending Office:
ING Bank N.V.
Rembrandt Tower
P.O. Box 23432, 1100 DX
Amsterdam, Netherlands

Eurocurrency Lending
Office:
Same as above
*CIBC INC./Canadian        Ms. Michele        $24,000,000
Imperial Bank of Commerce  E. Roller
425 Lexington Avenue       Tel. (212) 856-
New York, NY  10017        3706
                           Fax: (212) 856-
Domestic Lending Office:   3558
2 Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, GA 30339

Eurocurrency Lending
Office:
Same as above

                                                      SCHEDULE II

                    Committed Currencies


                                                 Reuters Exchange
                                                     Rate Page

Pounds Sterling                                        RFWDW

Deutsche Marks                                         RFWDT

French Francs                                          RFWDZ

Belgian Francs                                         RFWDY

Swiss Francs                                           RFWDV

Japanese Yen                                           RFWDU

Canadian Dollars                                       RFWEC

Other currencies that are readily available to each Lender
and freely tradeable in the London market

There shall be no modifications to borrowing procedures,
interest rates or Payment Locations (which have been
identified in this Agreement as Payment Locations from which
payments would be made) with respect to Committed
Currencies, except pursuant to an amendment to this
Agreement or an Alternate Currency Addendum.
_______________________________
     1/ Not less than $5,000,000 (and in integral multiples
of $1,000,000) or greater than the Total Commitment then
available.

     2/ Eurocurrency Loan or Fixed Rate Loan.

     3/ Which shall be subject to the definition of
"Interest Period" and end not later than the Maturity Date.

     4/ The Competitive Bid must be received by the Agent
(i) in the case of Eurocurrency Competitive Loans, not later
than 9:30 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing, and (ii) in the
case of Fixed Rate Loans, not later than 9:30 a.m., New York
City time, on the Business Day of a proposed Competitive
Borrowing.

     5/ Not less than $5,000,000 or greater than the
requested Competitive Borrowing and in integral multiples of
$1,000,000.  Multiple bids will be accepted by the Agent.

     6/ i.e., LIBO Rate + or -   %, in the case of
Eurocurrency Competitive Loans or    %, in the case of Fixed
Rate Loans.

     7/ Dollars or a Committed Currency.

     8/ In the case of a Standby Dollar Borrowing, not less
than $5,000,000 (and in integral multiples of $1,000,000)
and not greater than the Total Commitment then available,
and in the case of a Standby Committed Currency Borrowing,
in an aggregate principal amount the Dollar Equivalent of
which is not less than $5,000,000.

     9/ In the case of a Standby Committed Currency
Borrowing, a Eurocurrency Standby Borrowing and, in the case
of a Standby Dollar Borrowing, an ABR Standby Borrowing or a
Eurocurrency Standby Borrowing.

     10/ Which shall be subject to the definition of
"Interest Period" and end not later than the Maturity Date.

     11/ Or other Borrower