EXHIBIT 10(a)
                                                                   -------------

                                                                  EXECUTION COPY
================================================================================




                  Amended and Restated 364-Day Credit Agreement


                         Dated as of September 29, 2000

              As Amended and Restated as of September 28, 2001, and
                   September 27, 2002, and as further Amended
                       and Restated as of August 14, 2003


                                      Among


                               HARSCO CORPORATION,

                            THE LENDERS NAMED HEREIN

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent


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


                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner

                                 CITIBANK, N.A.,
                                 SUNTRUST BANK,
                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY and
                         THE ROYAL BANK OF SCOTLAND PLC,
                            as Co-Syndication Agents



================================================================================
                                                                [CS&M #6701-123]
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms...................................................1
SECTION 1.02. Terms Generally................................................17
SECTION 1.03. Redenomination of Certain Alternative Currencies...............18


                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments....................................................18
SECTION 2.02. Loans..........................................................19
SECTION 2.03. Competitive Bid Procedure......................................21
SECTION 2.04. Standby Borrowing Procedure....................................23
SECTION 2.05. Refinancings...................................................24
SECTION 2.06. Fees...........................................................25
SECTION 2.07. Repayment of Loans.............................................25
SECTION 2.08. Interest on Loans..............................................26
SECTION 2.09. Default Interest...............................................27
SECTION 2.10. Alternate Rate of Interest.....................................27
SECTION 2.11. Termination and Reduction of Commitments.......................27
SECTION 2.12. Prepayment.....................................................28
SECTION 2.13. Reserve Requirements; Change in Circumstances..................28
SECTION 2.14. Change in Legality.............................................30
SECTION 2.15. Indemnity......................................................31
SECTION 2.16. Pro Rata Treatment.............................................31
SECTION 2.17. Sharing of Setoffs.............................................32
SECTION 2.18. Payments.......................................................33
SECTION 2.19. Taxes..........................................................33
SECTION 2.20. Assignment of Commitments Under Certain Circumstances..........36
SECTION 2.21. Borrowings by Approved Borrowers...............................36
SECTION 2.22. Increase in Commitments........................................37


                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Corporate Existence............................................38
SECTION 3.02. Financial Condition............................................38

                                       -i-
<PAGE>

SECTION 3.03. Litigation.....................................................38
SECTION 3.04. No Breach......................................................39
SECTION 3.05. Action.........................................................39
SECTION 3.06. Approvals......................................................39
SECTION 3.07. Use of Credit..................................................39
SECTION 3.08. ERISA..........................................................39
SECTION 3.09. Taxes..........................................................39
SECTION 3.10. Investment Company Act.........................................40
SECTION 3.11. Public Utility Holding Company Act.............................40
SECTION 3.12. Material Agreements and Liens..................................40
SECTION 3.13. Environmental Matters..........................................40
SECTION 3.14. Subsidiaries, etc..............................................41
SECTION 3.15. True and Complete Disclosure...................................41
SECTION 3.16. Corporate Existence of Approved Borrower.......................41
SECTION 3.17. No Breach......................................................41
SECTION 3.18. Action.........................................................42
SECTION 3.19. Approvals......................................................42
SECTION 3.20. Taxes on Payments of Approved Borrowers........................42


                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01. Restatement Date...............................................42
SECTION 4.02. First Borrowing by Each Approved Borrower......................44
SECTION 4.03. All Borrowings.................................................45


                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01. Existence; Businesses and Properties...........................46
SECTION 5.02. Insurance......................................................46
SECTION 5.03. Obligations and Taxes..........................................46
SECTION 5.04. Financial Statements, Reports, etc.............................47
SECTION 5.05. Litigation and Other Notices...................................48
SECTION 5.06. ERISA..........................................................48
SECTION 5.07. Maintaining Records............................................48
SECTION 5.08. Use of Proceeds................................................49

                                      -ii-
<PAGE>

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Liens..........................................................49
SECTION 6.02. Sale and Lease-Back Transactions...............................50
SECTION 6.03. Mergers, Sales of Assets, etc..................................51
SECTION 6.04. Lines of Business; Fiscal Year.................................51
SECTION 6.05. Transactions with Affiliates...................................51
SECTION 6.06. Net Worth......................................................52
SECTION 6.07. Total Debt to Total Capital Ratio..............................52


                                   ARTICLE VII

                                Events of Default



                                  ARTICLE VIII

                            The Administrative Agent



                                   ARTICLE IX

                                    Guarantee

SECTION 9.01. Guarantee......................................................57
SECTION 9.02. Obligations Unconditional......................................58
SECTION 9.03. Reinstatement..................................................58
SECTION 9.04. Subrogation....................................................59
SECTION 9.05. Remedies.......................................................59
SECTION 9.06. Continuing Guarantee...........................................59


                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01. Notices.......................................................59
SECTION 10.02. Survival of Agreement.........................................60
SECTION 10.03. Binding Effect................................................60
SECTION 10.04. Successors and Assigns........................................60
SECTION 10.05. Expenses; Indemnity...........................................63
SECTION 10.06. Right of Setoff...............................................64
SECTION 10.07. Applicable Law................................................64
SECTION 10.08. Waivers; Amendment............................................65
SECTION 10.09. Interest Rate Limitation......................................65
SECTION 10.10. Entire Agreement..............................................65
SECTION 10.11. Waiver of Jury Trial..........................................66
SECTION 10.12. Severability..................................................66
SECTION 10.13. Judgment Currency.............................................66

                                      -iii-
<PAGE>

SECTION 10.14. Counterparts..................................................67
SECTION 10.15. Headings......................................................67
SECTION 10.16. Jurisdiction; Consent to Service of Process...................67


Schedules and Exhibits
----------------------

Schedule 2.01     Lenders; Commitments
Schedule 2.21     Approved Borrowers
Schedule 3.12(a)  Material Agreements
Schedule 3.12(b)  Liens
Schedule 3.14     Subsidiaries


Exhibit A-1       Form of Competitive Bid Request
Exhibit A-2       Form of Notice of Competitive Bid Request
Exhibit A-3       Form of Competitive Bid
Exhibit A-4       Form of Competitive Bid/Accept Reject Letter
Exhibit A-5       Form of Standby Borrowing Request
Exhibit B         Form of Administrative Questionnaire
Exhibit C         Form of Assignment and Acceptance
Exhibit D-1       Form of Opinion of General Counsel
Exhibit D-2       Form of Opinion of Kirkpatrick & Lockhart LLP
Exhibit E-1       Form of Designation Letter
Exhibit E-2       Form of Termination Letter
Exhibit F         Form of Accession Agreement






                                      -iv-
<PAGE>

                                    AMENDED AND RESTATED 364-DAY CREDIT
                           AGREEMENT dated as of September 29, 2000, as amended
                           and restated as of September 28, 2001, and September
                           27, 2002, and as further amended and restated as of
                           August 14, 2003 (as amended, supplemented, extended,
                           replaced or otherwise modified from time to time, the
                           "Agreement") among HARSCO CORPORATION, a Delaware
                           corporation (the "Company"), the lenders listed in
                           Schedule 2.01 (the "Lenders"), and JPMORGAN CHASE
                           BANK, as administrative agent for the Lenders (in
                           such capacity, the "Administrative Agent").


                  The Company and certain Lenders entered into the 364-Day
Credit Agreement dated as of September 29, 2000, as amended and restated as of
September 28, 2001, and September 27, 2002 (the "Original Agreement"). The
Company has requested that the Lenders agree to amend and restate the Original
Agreement in the form of this Agreement in order to enable the Company to borrow
Standby Loans (such term and all other capitalized terms not otherwise defined
have the meanings assigned to them in Article I hereof) on a standby revolving
credit basis from time to time during the Availability Period in an aggregate
principal amount at any time outstanding not in excess of $131,250,000 (less the
aggregate principal amount of all outstanding Competitive Loans at such time).
The Company has also requested the Lenders to provide a procedure pursuant to
which the Company may invite the Lenders to bid on an uncommitted basis on
short-term borrowings by the Company. The proceeds of all such borrowings are to
be used for general corporate purposes, including commercial paper backup. The
Lenders are willing to extend such credit to the Company on the terms and
subject to the conditions herein set forth.

                  Accordingly, the Company, the Lenders and the Administrative
Agent agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

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


                  "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

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

                  "Accession Agreement" shall mean an Accession Agreement
substantially in the form of Exhibit F among a Prospective Lender, the Company
and the Administrative Agent.

<PAGE>
                                                                               2

                  "Adjusted LIBO Rate" shall mean, with respect to any
Eurocurrency Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

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

                  "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit B hereto.

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

                  "Alternate Base Rate" shall mean, 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%. For purposes hereof, "Prime
Rate" shall mean the rate of interest per annum publicly announced from time to
time by the Administrative Agent as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective on the
date such change is publicly announced as effective. "Federal Funds Effective
Rate" shall mean, for any day, the weighted average 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 which is a Business Day, the average of the quotations for the day of
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist.

                  "Alternative Currency" shall mean (a) Euros and Sterling and
(b) any other freely available currency which is freely transferable and freely
convertible into Dollars and in which dealings in deposits are carried on in the
London or other interbank market, which shall be requested by a Borrower in
respect of an Alternative Currency Borrowing and approved by each Lender making
an Alternative Currency Loan comprising a part of such Borrowing.

                  "Alternative Currency Borrowing" shall mean a Borrowing
comprised of Alternative Currency Loans. All Alternative Currency Borrowings
shall be Eurocurrency Borrowings.

<PAGE>
                                                                               3

                  "Alternative Currency Equivalent" shall mean, with respect to
any amount of Dollars on any date in relation to any specified Alternative
Currency, the amount of such specified Alternative Currency that may be
purchased with such amount of Dollars at the Spot Exchange Rate with respect to
Dollars on such date. The term "Alternative Currency Equivalent" may be preceded
by a reference to an Alternative Currency (e.g., "EUR Alternative Currency
Equivalent"), in which case the Alternative Currency so referenced shall be the
"specified" Alternative Currency.

                  "Alternative Currency Loan" shall mean any Loan denominated in
an Alternative Currency.

                  "Applicable Margin" shall mean on any date, (A) with respect
to ABR Loans, 0% and (B) with respect to Eurocurrency Loans, the applicable
spreads set forth below based upon the ratings applicable on such date to
senior, unsecured, non-credit enhanced, long-term indebtedness of the Company
for borrowed money ("Index Debt"):

----------------------------------------------------------------- ------------
                                                                  Eurocurrency
                                                                  Loan Spread
----------------------------------------------------------------- ------------
Category 1
----------
A or higher by S & P;
A2 or higher by Moody's                                              .240%
----------------------------------------------------------------- ------------
Category 2
----------
A- by S & P;
A3 by Moody's                                                        .330%
----------------------------------------------------------------- ------------
Category 3
----------
BBB+ by S & P;
Baa1 by Moody's                                                      .410%
----------------------------------------------------------------- ------------
Category 4
----------
BBB by S & P;
Baa2 by Moody's                                                      .500%
----------------------------------------------------------------- ------------
Category 5
----------
BBB- by S & P;
Baa3 by Moody's                                                      .600%
----------------------------------------------------------------- ------------
Category 6
----------
BB+ or lower by S & P;
Ba1 or lower by Moody's                                              .800%
----------------------------------------------------------------- ------------

For purposes of determining the Applicable Margin for Eurocurrency Loans, (a) if
either Moody's or S&P shall not have in effect a rating for Index Debt (other
than because such rating agency shall no longer be in the business of rating
corporate debt obligations), then

<PAGE>
                                                                               4

such rating agency will be deemed to have established a rating for Index Debt in
Category 6; (b) if the ratings established or deemed to have been established by
Moody's and S&P shall fall within different Categories, the Applicable Margin
shall be determined by reference to the higher (or numerically lower) Category
unless one of the ratings is two or more Categories lower (or numerically
higher) than the other, in which case the Applicable Margin shall be determined
by reference to the Category next above that of the lower of the two ratings;
and (c) if any rating established or deemed to have been established by Moody's
or S&P shall be changed (other than as a result of a change in the rating system
of either Moody's or S&P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such change.
Each change in the Applicable Margin shall apply to all Eurocurrency Loans and
ABR Loans that are outstanding at any time during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of either Moody's
or S&P shall change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Company and the Lenders shall
negotiate in good faith to amend the references to specific ratings in this
definition to reflect such changed rating system or the nonavailability of
ratings from such rating agency.

                  "Applicable Percentage" shall mean, with respect to any Lender
at any time, the percentage of the Total Commitment represented by such Lender's
Commitment at such time.

                  "Approved Borrower" shall mean any wholly owned Subsidiary of
the Company as to which a Designation Letter shall have been delivered to the
Administrative Agent in accordance with Section 2.21 hereof and as to which a
Termination Letter shall not have been delivered to the Administrative Agent.

                  "Assigned Dollar Value" shall mean, in respect of any
Borrowing denominated in an Alternative Currency, the Dollar Equivalent thereof
determined based upon the applicable Spot Exchange Rate as of the Denomination
Date for such Borrowing.

                  "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in the form of Exhibit C or such other form as shall be
approved by the Administrative Agent.

                  "Availability Period" shall mean the period from and including
the Restatement Date to but excluding the earlier of the Termination Date and
the date of termination of the Commitments.

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

                  "Borrowers" shall mean the Company and each Approved Borrower.

<PAGE>
                                                                               5

                  "Borrowing" shall mean a group of Loans of a single Type made
by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.03).

                  "Borrowing Minimum" shall mean (a) in the case of a Standby
Borrowing denominated in Dollars, $10,000,000 and (b) in the case of a Standby
Borrowing denominated in any Alternative Currency, the smallest amount of such
Alternative Currency that has a Dollar Equivalent in excess of $10,000,000.

                  "Borrowing Multiple" shall mean (a) in the case of a Borrowing
denominated in Dollars, $1,000,000 and (b) in the case of a Borrowing
denominated in any Alternative Currency, 1,000,000 units (or, in the case of
Sterling, 500,000 units) of such currency.

                  "Business Day" shall mean 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 (a) 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, (b) when used in connection with a Loan
denominated in Euro, the term "Business Day" shall also exclude any day on which
the TARGET payment system is not open for the settlement of payments in Euro.

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

                  A "Change in Control" shall be deemed to have occurred if (a)
any person or group (within the meaning of Rule 13d-5 of the Securities and
Exchange Commission as in effect on the date hereof) shall own directly or
indirectly, beneficially or of record, shares representing more than 20% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Company; or (b) a majority of the seats (other than vacant
seats) on the board of directors of the Company shall at any time have been
occupied by persons who were neither (i) nominated by the board of directors of
the Company, nor (ii) appointed by directors so nominated; or (c) any person or
group shall otherwise directly or indirectly Control the Company.

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

                  "Committed Credit Exposure" shall mean, with respect to any
Lender at any time, the sum of (a) the aggregate principal amount at such time
of all outstanding Standby Loans of such Lender denominated in Dollars, plus (b)
the Assigned Dollar Value at such time of the aggregate principal amount at such
time of all outstanding Standby Loans of such Lender that are Alternative
Currency Loans.

<PAGE>
                                                                               6

                  "Commitment" shall mean, with respect to each Lender, the
commitment of such Lender hereunder as set forth in Schedule 2.01 hereto, as
such Lender's Commitment may be permanently terminated, reduced or increased
from time to time pursuant to Section 2.11 or Section 2.22.

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

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

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

                  "Competitive Bid Request" shall mean a request made pursuant
to Section 2.03 in the form of Exhibit A-1.

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

                  "Competitive Loan" shall mean a loan from a Lender to a
Borrower 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 Margin" shall mean, 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.

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

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

                  "Denomination Date" shall mean, in relation to any Alternative
Currency Borrowing, the date that is three Business Days before the date such
Borrowing is made.

<PAGE>
                                                                               7

                  "Designation Letter" shall have the meaning assigned to such
term in Section 2.21.

                  "Dollar Equivalent" shall mean, with respect to an amount of
any Alternative Currency on any date, the amount of Dollars that may be
purchased with such amount of such Alternative Currency at the Spot Exchange
Rate with respect to such Alternative Currency on such date.

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

                  "Domestic Subsidiaries" shall mean any Subsidiary organized or
incorporated under the laws of one of the States of the United States of
America, the laws of the District of Columbia or the Federal laws of the United
States of America.

                  "Effective Date" shall mean September 29, 2000, the date of
effectiveness of the Original Agreement.

                  "EMU Legislation" means the legislative measures of the
European Union for the introduction of, changeover to or operation of the Euro
in one or more member states.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, management or release of Hazardous Materials or to
health and safety matters.

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs, (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to: (a) compliance or non-compliance with 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 of any Hazardous Materials 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" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

                  "ERISA Affiliate" shall mean any trade or business (whether or
not incorporated) that is a member of a group of which the Company is a member
and which is treated as a single employer under Section 414 of the Code.

                  "Euro" means the single currency of the European Union as
constituted by the treaty on European Union.

<PAGE>
                                                                               8

                  "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

                  "Eurocurrency Competitive Borrowing" shall mean a Competitive
Borrowing comprised of Eurocurrency Competitive Loans.

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

                  "Eurocurrency Loan" shall mean any Eurocurrency Competitive
Loan or Eurocurrency Standby Loan.

                  "Eurocurrency Standby Borrowing" shall mean a Standby
Borrowing comprised of Eurocurrency Standby Loans.

                  "Eurocurrency Standby Loan" shall mean 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" shall have the meaning assigned to such
term in Article VII.

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

                  "Facility Fee Percentage" shall mean on any date, the
applicable percentage set forth below based upon the ratings applicable on such
date to the Company's Index Debt:

-------------------------------------------------------------------- ----------
                                                                      Facility
                                                                        Fee
                                                                     Percentage
-------------------------------------------------------------------- ----------
Category 1
----------
A or higher by S & P;
A2 or higher by Moody's                                                .060%
-------------------------------------------------------------------- ----------
Category 2
----------
A- by S & P;
A3 by Moody's                                                          .070%
-------------------------------------------------------------------- ----------
Category 3
----------
BBB+ by S & P;
Baa1 by Moody's                                                        .090%
-------------------------------------------------------------------- ----------
Category 4
----------
BBB by S & P;
Baa2 by Moody's                                                        .125%
-------------------------------------------------------------------- ----------
Category 5
----------
BBB- by S & P;
Baa3 by Moody's                                                        .150%
-------------------------------------------------------------------- ----------
Category 6
----------
BB+ or lower by S & P;
Ba1 or lower by Moody's                                                .200%
-------------------------------------------------------------------- ----------
<PAGE>
                                                                               9

For purposes of the foregoing, (a) if either Moody's or S&P shall not have in
effect a rating for Index Debt (other than because such rating agency shall no
longer be in the business of rating corporate debt obligations), then such
rating agency will be deemed to have established a rating for Index Debt in
Category 6; (b) if the ratings established or deemed to have been established by
Moody's and S&P shall fall within different Categories, the Facility Fee
Percentage shall be determined by reference to the higher (or numerically lower)
Category unless one of the ratings is two or more categories lower (or
numerically higher) than the other, in which case the Facility Fee Percentage
shall be determined by reference to the Category next above that of the lower of
the two ratings; and (c) if any rating established or deemed to have been
established by Moody's or S&P shall be changed (other than as a result of a
change in the rating system of either Moody's or S&P), such change shall be
effective as of the date on which such change is first announced by the rating
agency making such change. Each change in the Facility Fee Percentage shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change. If the rating system of either Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt
obligations, the Company and the Lenders shall negotiate in good faith to amend
the references to specific ratings in this definition to reflect such changed
rating system or the non-availability of ratings from such rating agency.

                  "Fees" shall mean the Administrative Fees, the Facility Fee
and the Utilization Fee.

                  "Financial Officer" of any corporation shall mean the Chief
Financial Officer, principal accounting officer, Treasurer or Controller of such
corporation.

                  "Five-Year Credit Agreement" shall mean the Five-Year Credit
Agreement dated as of September 29, 2000 (as amended, supplemented, extended,
replaced or otherwise modified from time to time) among the Company, the lenders
thereunder and the Administrative Agent.

<PAGE>
                                                                              10

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

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

                  "GAAP" shall mean United States generally accepted accounting
principles, applied on a basis consistent with the financial statements referred
to in Section 3.02.

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

                  "Guarantee" of or by any person shall mean any obligation,
contingent or otherwise, of such person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided, however, that
the term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.

                  "Guarantor" shall mean the Company in its capacity as the
guarantor under Section 9.01.

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

                  "Indebtedness" of any person shall mean, without duplication,
(a) all obligations of such person for borrowed money or with respect to
deposits or advances of any kind, (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 or assets purchased by such person, (e) all obligations of such
person issued or assumed as the deferred purchase price of property or services,
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such person, whether or not the
obligations secured thereby have been assumed, (g) all Guarantees by such person
of Indebtedness of others,

<PAGE>
                                                                              11

(h) all Capital Lease Obligations of such person, (i) all obligations of such
person in respect of interest rate protection agreements, foreign currency
exchange agreements or other interest or exchange rate hedging arrangements and
(j) all obligations of such person as an account party in respect of letters of
credit and bankers' acceptances; provided, however, that Indebtedness shall not
include trade accounts payable in the ordinary course of business. The
Indebtedness of any person shall include the Indebtedness of any partnership in
which such person is a general partner.

                  "Index Debt" shall have the meaning given such term under
Applicable Margin.

                  "Interest Payment Date" shall mean, with respect to any Loan,
the last day of each Interest Period applicable thereto and, 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, in addition, the date of any refinancing
of such Loan with a Loan of a different Type.

                  "Interest Period" shall mean (a) as to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter,
as the applicable Borrower may elect, (b) as to any ABR Borrowing, the period
commencing on the date of such Borrowing and ending on the earlier of (i) the
next succeeding day which shall be the last day of any March, June, September or
December and (ii) the Maturity Date and (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 offer 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; 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.

                  "LIBO Rate" shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, (i) the interest rate per annum for deposits
for a maturity most nearly comparable to such Interest Period in the currency in
which such Borrowing is denominated which appears on the Bloomberg's British
Banker's Association rate page as of 11:00 a.m., London time, on the Quotation
Day for such Interest Period or, if such a rate does not appear on the
Bloomberg's British Banker's Association rate page, (ii) an interest rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the rate
at which deposits in the currency in which such Borrowing is denominated
approximately equal in principal amount to the Loan of the Administrative Agent,
in its capacity as a Lender (or, if the Administrative Agent is not a Lender in
respect of such

<PAGE>
                                                                              12

Borrowing, then the Loan of the Lender in respect of such Borrowing with the
greatest Loan amount), included in such Eurocurrency 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, on Quotation Day for
such Interest Period.

                  "Lien" shall mean with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, charge or security interest in or on
such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

                  "Loan" shall mean any Competitive Loan or Standby Loan.

                  "Loan Documents" shall mean this Agreement and the Fee Letters
dated August 14, 2000, September 7, 2001, August 29, 2002, and July 8, 2003,
among the Administrative Agent, J.P. Morgan Securities Inc. and the Company.

                  "Margin Stock" shall have the meaning given such term under
Regulation U.

                  "Material Adverse Change" or "Material Adverse Effect" shall
mean (a) a materially adverse change in, or a materially adverse effect on, the
business, assets, operations, performance, prospects or condition, financial or
otherwise, of the Company and its Subsidiaries taken as a whole or (b) a
material impairment of the ability of the Company or any Approved Borrower to
perform any of its respective obligations under any Loan Document to which it is
or becomes a party.

                  "Maturity Date" shall mean the first anniversary of the
Termination Date.

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

                  "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA
Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) is making or accruing an obligation
to make contributions, or has within any of the preceding five plan years made
or accrued an obligation to make contributions.

                  "Net Income" shall mean, for any period for the Company and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), net income for such period.

                  "Net Worth" shall mean, as at any date, the sum for the
Company and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) of the following:

                  (a) the amount of common stock; plus

<PAGE>
                                                                              13

                  (b) the amount of any preferred stock that does not have any
         requirement for the Company to purchase, redeem, retire or otherwise
         acquire the same; plus

                  (c) the amount of additional paid-in capital and retained
         earnings (or, in the case of an additional paid-in capital or retained
         earnings deficit, minus the amount of such deficit); plus

                  (d) cumulative translation adjustments (or, in the case of
         negative adjustments, minus the amount of such adjustments); plus

                  (e) cumulative pension liability adjustments (or, in the case
         of negative adjustments, minus the amount of such adjustments); minus

                  (f) the cost of treasury stock.

                  "Obligation Currency" shall have the meaning assigned to such
term in Section 10.13.

                  "Original Agreement" shall have the meaning given to such term
in the recitals hereto.

                  "Other Taxes" shall have the meaning assigned to such term in
Section 2.19(b).

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

                  "person" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership or government, or any
agency or political subdivision thereof.

                  "Plan" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code which is maintained for current or former employees, or
any beneficiary thereof, of the Company or any ERISA Affiliate.

                  "Prospective Lender" shall have the meaning assigned to such
term in Section 2.22.

                  "Quotation Day" means, with respect to any Eurocurrency
Borrowing and any Interest Period, the day on which it is market practice in the
relevant interbank market for prime banks to give quotations for deposits in the
currency of such Borrowing for delivery on the first day of such Interest
Period. If such quotations would normally be given by prime banks on more than
one day, the Quotation Day will be the last of such days.

                  "Register" shall have the meaning given such term in Section
10.04(d).

<PAGE>
                                                                              14

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

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

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

                  "Reportable Event" shall mean any reportable event as defined
in Section 4043(b) of ERISA or the regulations issued thereunder with respect to
a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

                  "Required Lenders" shall mean, at any time, Lenders having
Commitments representing a majority of the Total Commitment or, for purposes of
acceleration pursuant to clause (ii) of Article VII, Lenders holding Loans
representing a majority of the aggregate principal amount of the Loans
outstanding. For purposes of determining the Required Lenders, any Loans
denominated in an Alternative Currency shall be translated into Dollars at the
Spot Exchange Rate in effect on the applicable Denomination Date.

                  "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement.

                  "Restatement Date" shall mean the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
10.08).

                  "S&P" shall mean Standard & Poor's Ratings Services, a
Division of the McGraw-Hill Companies Inc.

                  "Spot Exchange Rate" shall mean, on any day, (a) with respect
to any Alternative Currency, the spot rate at which Dollars are offered on such
day by JPMorgan Chase Bank in London for such Alternative Currency at
approximately 11:00 a.m. (London time), and (b) with respect to Dollars in
relation to any specified Alternative Currency, the spot rate at which such
specified Alternative Currency is offered on such day by JPMorgan Chase Bank in
London for Dollars at approximately 11:00 a.m. (London time). For purposes of
determining the Spot Exchange Rate in connection with an Alternative Currency
Borrowing, such Spot Exchange Rate shall be determined as of the Denomination
Date for such Borrowing with respect to transactions in the applicable
Alternative Currency that will settle on the date of such Borrowing.

                  "Standby Borrowing" shall mean a borrowing consisting of
simultaneous Standby Loans from each of the Lenders.

<PAGE>
                                                                              15

                  "Standby Borrowing Request" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

                  "Standby Loan" shall mean a revolving loan made by a Lender
pursuant to Section 2.04. Each Standby Loan shall be a Eurocurrency Standby Loan
or an ABR Loan.

                  "Statutory Reserve Rate" shall mean, with respect to any
currency, a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the aggregate of
the maximum reserve, liquid asset or similar percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by any Governmental Authority of the United States or of the
jurisdiction of such currency or any jurisdiction in which Loans in such
currency are made to which banks in such jurisdiction are subject for any
category of deposits or liabilities customarily used to fund loans in such
currency or by reference to which interest rates applicable to Loans in such
currency are determined. Such reserve, liquid asset or similar percentages shall
include those imposed pursuant to Regulation D. Eurocurrency Loans shall be
deemed to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to
any Lender under Regulation D or any other applicable law, rule or regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Sterling" or "GBP" shall mean lawful money of the United
Kingdom.

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

                  "Subsidiary" shall mean any subsidiary of the Company.

                  "Taxes" shall have the meaning assigned to such term in
Section 2.19(a).

                  "Termination Date" shall mean August 12, 2004

                  "Total Capital" shall mean, at any time, Net Worth plus Total
Debt.

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

                  "Total Debt" shall mean, at any time, the aggregate
outstanding principal amount of all Indebtedness of the Company and its
Subsidiaries at such time (other than Indebtedness described in clause (i) or
(j) of the definition of the term "Indebtedness")

<PAGE>
                                                                              16

determined on a consolidated basis (without duplication) in accordance with
GAAP; provided that the term "Total Debt" shall include any preferred stock that
provides for the mandatory purchase, retirement, redemption or other acquisition
of the same by the Company or any Subsidiary (other than preferred stock held by
the Company or any Subsidiary).

                  "Transferee" shall have the meaning assigned to such term in
Section 2.19(a).

                  "Transactions" shall mean the execution, delivery and
performance by the Company of this Agreement, the execution and delivery by the
Company and the Approved Borrowers of each Designation Letter, the borrowing of
Loans and the use of the proceeds thereof.

                  "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 and the currency in which such Loan or
the Loans comprising such Borrowings are denominated. For purposes hereof,
"rate" shall include the LIBO Rate, the Alternate Base Rate and the Fixed Rate,
and "currency" shall include Dollars and any Alternative Currency permitted
hereunder.

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

                  "Utilization Fee Percentage" shall mean on any date, the
applicable percentage set forth below based upon the ratings applicable on such
date to the Company's Index Debt:

-------------------------------------------------------------------- -----------
                                                                     Utilization
                                                                         Fee
                                                                      Percentage
-------------------------------------------------------------------- -----------
Category 1
A or higher by S & P;                                                   .125%
A2 or higher by Moody's
-------------------------------------------------------------------- -----------
Category 2
A- by S & P;                                                            .125%
A3 by Moody's
-------------------------------------------------------------------- -----------
Category 3
BBB+ by S & P;                                                          .125%
Baa1 by Moody's
-------------------------------------------------------------------- -----------
Category 4
BBB by S & P;                                                           .250%
Baa2 by Moody's
-------------------------------------------------------------------- -----------
Category 5
BBB- by S & P;                                                          .250%
Baa3 by Moody's
-------------------------------------------------------------------- -----------
Category 6
BB+ or lower by S & P;                                                  .250%
Ba1 or lower by Moody's
-------------------------------------------------------------------- -----------
<PAGE>
                                                                              17

For purposes of the foregoing, (a) if either Moody's or S&P shall not have in
effect a rating for Index Debt (other than because such rating agency shall no
longer be in the business of rating corporate debt obligations), then such
rating agency will be deemed to have established a rating for Index Debt in
Category 6; (b) if the ratings established or deemed to have been established by
Moody's and S&P shall fall within different Categories, the Utilization Fee
Percentage shall be determined by reference to the higher (or numerically lower)
Category unless one of the ratings is two or more categories lower (or
numerically higher) than the other, in which case the Utilization Fee Percentage
shall be determined by reference to the Category next above that of the lower of
the two ratings; and (c) if any rating established or deemed to have been
established by Moody's or S&P shall be changed (other than as a result of a
change in the rating system of either Moody's or S&P), such change shall be
effective as of the date on which such change is first announced by the rating
agency making such change. Each change in the Utilization Fee Percentage shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change. If the rating system of either Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt
obligations, the Company and the Lenders shall negotiate in good faith to amend
the references to specific ratings in this definition to reflect such changed
rating system or the non-availability of ratings from such rating agency.

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

                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require.

<PAGE>
                                                                              18

All references herein to the "date of this Agreement" or the "date hereof" shall
be deemed to refer to August 14, 2003, except that all such references in
Article VI shall be deemed to refer to September 29, 2000. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided,
however, that if the Company notifies the Administrative Agent that the Company
wishes to amend any covenant in Article VI or any related definition to
eliminate the effect of any change in GAAP occurring after the date of this
Agreement on the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend Article VI or any
related definition for such purpose), then the Company's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company
and the Required Lenders.

                  SECTION 1.03. Redenomination of Certain Alternative
Currencies. (a) Each obligation of any party to this Agreement to make a payment
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall be
redenominated into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
Interbank Market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Borrowing, at the end of the then current Interest Period.

                  (b) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent in consultation
with the Company may from time to time specify to be appropriate to reflect the
adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.

ARTICLE II

                                   The Credits

                  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 to the
Borrowers from time to time during the Availability Period, in Dollars or one or
more Alternative Currencies (as specified in the Borrowing Requests with respect
thereto), in an aggregate principal amount at any time outstanding that will not
result in such Lender's Committed Credit Exposure exceeding such Lender's
Commitment, subject, however, to the conditions that (i) at no time shall (A)
the sum of (I) the aggregate Committed Credit Exposure of all the

<PAGE>
                                                                              19

Lenders, plus (II) the outstanding aggregate principal amount or Assigned Dollar
Value of all Competitive Loans made by all Lenders, exceed (B) the Total
Commitment and (ii) at all times the outstanding aggregate principal amount of
all Standby Loans made by each Lender shall equal such Lender's Applicable
Percentage of the outstanding aggregate principal amount of all Standby Loans
made pursuant to Section 2.04. Each Lender's Commitment is set forth opposite
its name in Schedule 2.01. Such Commitments may be terminated, reduced or
increased from time to time pursuant to Section 2.11. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, pay or prepay and reborrow Standby Loans.

                  (b) For purposes of paragraph (a) above, if the Dollar
Equivalent of an outstanding Borrowing denominated in an Alternative Currency,
determined by the Administrative Agent based upon the applicable Spot Exchange
Rate as of the date that is three Business days before the end of the Interest
Period with respect to such Borrowing, does not exceed by more than 5% the
Assigned Dollar Value of such Borrowing, and if the entire amount of such
Borrowing is to be refinanced with a new Borrowing of equivalent amount in the
same currency and by the same Borrower, then such Borrowing shall continue to
have the same Assigned Dollar Value as in effect prior to such refinancing. The
Administrative Agent shall determine the applicable Spot Exchange Rate as of the
date three Business days before the end of an Interest Period with respect to a
Borrowing denominated in an Alternative Currency and shall promptly notify the
Company and the Lenders whether the Dollar Equivalent of such Borrowing exceeds
by more than 5% the Assigned Dollar Value thereof.

                  (c) In the event that any Borrower wishes to make a Borrowing
in any Alternative Currency other than Euros or Sterling, such Borrowing shall
be made as a Competitive Borrowing.

                  SECTION 2.02. Loans. (a) Each Standby Loan shall be made as
part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable 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 understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender). Each Competitive Loan shall
be made in accordance with the procedures set forth in Section 2.03. The
Competitive Loans and Standby Loans comprising any Borrowing shall be in (i) an
aggregate principal amount which is not less than the Borrowing Minimum and an
integral multiple of the Borrowing Multiple or (ii) an aggregate principal
amount equal to the remaining balance of the available applicable Commitments.

                  (b) Each Competitive Borrowing shall be comprised entirely of
Eurocurrency Competitive Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the
Borrowers may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the

<PAGE>
                                                                              20

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 none of the Borrowers shall be entitled
to request any Borrowing which, if made, would result in an aggregate of more
than ten separate Standby Loans of any Lender being outstanding hereunder at any
one time. For purposes of the foregoing, Borrowings having different Interest
Periods or denominated in different currencies, regardless of whether they
commence on the same date, shall be considered separate Borrowings.

                  (c) Subject to Section 2.05, each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer to such
account as the Administrative Agent may designate in federal funds (in the case
of any Loan denominated in Dollars) or such other immediately available funds as
may then be customary for the settlement of international transactions in the
relevant currency not later than 11:00 a.m., New York City time, in the case of
fundings to an account in New York City, or 11:00 a.m., local time, in the case
of fundings to an account(s) in another jurisdiction, and the Administrative
Agent shall by 12:00 (noon), New York City time, in the case of fundings to (an)
account(s) in New York City, or 12:00 (noon), local time, in the case of
fundings to an account(s) in another jurisdiction, credit the amounts so
received to an account(s) designated by the applicable Borrower in the
applicable Borrowing Request, which account(s) must be in the country of the
currency of the Loan (it being understood that the funding may be for the credit
of an account outside such country) or in a country that is a member of the
European Union, in the case of Borrowings denominated in Euros, 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 and Standby Loans shall be made by the Lenders pro rata in
accordance with Section 2.16. 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 in the required currency. If the Administrative
Agent shall have so made funds available then to the extent that such Lender
shall not have made such portion available to the Administrative Agent, such
Lender and the applicable Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon in such currency, for each day from the date such amount is
made available to the applicable 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 in the relevant currency
(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.

<PAGE>
                                                                              21

                  (d) Notwithstanding any other provision of this Agreement,
none of the Borrowers shall be entitled to request any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.

                  SECTION 2.03. Competitive Bid Procedure. (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 A-1 hereto, to be received by the Administrative Agent (i) in the case
of a Eurocurrency Competitive Borrowing, not later than 11:00 a.m., New York
City time (or, if the Bid Request is delivered or telecopied to the
Administrative Agent in London, 10:00 a.m., London time), four Business days
before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before 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 A-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
promptly notify the applicable Borrower of such rejection by telecopier. Such
request shall in each case refer to this Agreement and specify (A) whether the
Borrowing then being requested is to be a Eurocurrency Borrowing or a Fixed Rate
Borrowing, (B) the date of such Borrowing (which shall be a Business Day), (C)
the aggregate principal amount of such Borrowing, (D) the currency of such
Borrowing and (E) the Interest Period with respect thereto (which may not end
after the Maturity Date). If no election as to the currency of Borrowing is
specified in any Competitive Bid Request, then the applicable Borrower shall be
deemed to have requested Borrowings in Dollars. Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the Administrative
Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto)
the Lenders to bid, on the terms and conditions of this Agreement, to make
Competitive Loans pursuant to the Competitive Bid Request.

                  (b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to a Borrower responsive to a Competitive Bid Request. Each
Competitive Bid by a Lender must be received by the Administrative Agent via
telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurocurrency
Competitive Borrowing not later than 11:00 a.m., New York City time (or, if the
Competitive Bid is delivered or telecopied to the Administrative Agent in
London, 10:00 a.m., London time), three Business days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 11:00 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 A-3
may be rejected by the Administrative Agent after conferring with, and upon the
instruction of, the applicable Borrower, 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 (A)
the principal amount (which (x) shall be in a minimum principal amount or
Assigned Dollar

<PAGE>
                                                                              22

Value of $5,000,000 and (except in the case of Alternative Currency Borrowings)
in an integral multiple of $1,000,000, (y) shall be expressed in Dollars or, in
the case of an Alternative Currency Borrowing, in both the Alternative Currency
and the Assigned Dollar Value thereof and (z) may equal the entire principal
amount of the Competitive Borrowing requested by the Borrower) of the
Competitive Loan or Loans that the Lender is willing to make to the applicable
Borrower, (B) the Competitive Bid Rate or Rates at which the Lender is prepared
to make the Competitive Loan or Loans and (C) the Interest Period and the last
day thereof. If any Lender shall elect not to make a Competitive Bid, such
Lender shall so notify the Administrative Agent by telecopier (I) in the case of
Eurocurrency Competitive Loans, not later than 11:00 a.m., New York City time
(or, if the notice is delivered or telecopied to the Administrative Agent in
London, 10:00 a.m., London time), three Business days before a proposed
Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than
11:00 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
applicable Borrower by telecopier 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 applicable Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section 2.03.

                  (d) The applicable 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 telecopier 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, (x) in the case of a Eurocurrency Competitive Borrowing,
not later than 11:30 a.m., New York City time (or, if the notice is delivered or
telecopied to the Administrative Agent in London, 10:30 a.m., London time),
three Business days before a proposed Competitive Borrowing, and (y) in the case
of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the
day of a proposed Competitive Borrowing; provided, however, that (i) the failure
by the applicable Borrower to give such notice shall be deemed to be a rejection
of all the bids referred to in paragraph (c) above, (ii) such Borrower shall not
accept a bid made at a particular Competitive Bid Rate if the Borrower has
decided to reject a bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by such Borrower shall not
exceed the principal amount specified in the Competitive Bid Request, (iv) if
such 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 by the Borrower to exceed the amount specified in the Competitive
Bid Request, then such Borrower shall accept a portion of such bid or bids in an
amount equal to the amount specified in the Competitive Bid Request less the
amount of all other Competitive Bids accepted with respect to such Competitive
Bid Request, which

<PAGE>
                                                                              23

acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such 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 (x) a minimum
principal amount or Assigned Dollar Value of $5,000,000 and (except in the case
of Alternative Currency Borrowings) an integral multiple of $1,000,000 or (y) an
aggregate principal amount equal to the remaining balance of the available
applicable Commitments; provided further, however, that if a Competitive Loan
must be in an amount less than $5,000,000 because of the provisions of clause
(iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple 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 applicable
Borrower. A notice given by the applicable Borrower 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 sent by the
Administrative Agent, 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) A Competitive Bid Request shall not be made within five
Business days after the date of any previous Competitive Bid Request.

                  (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 applicable 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.

                  (h) All notices required by this Section 2.03 shall be given
in accordance with Section 10.01.

                  SECTION 2.04. Standby Borrowing Procedure. In order to request
a Standby Borrowing, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Standby Borrowing Request in the form of
Exhibit A-5 hereto, to be received by the Administrative Agent (a) in the case
of a Eurocurrency Standby Borrowing, not later than 11:00 a.m., New York City
time (or, if the Borrowing Request is delivered or telecopied to the
Administrative Agent in London, 10:00 a.m., London time), three Business days
before a proposed borrowing and (b) in the case of an ABR Borrowing, not later
than 10:00 a.m., New York City time, on the date of the proposed 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 (i)
whether the Borrowing then being requested is to be a Eurocurrency Borrowing or
an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business
Day), (iii) the aggregate principal amount of the Borrowing, (iv) the currency
of such Borrowing (which, in the case of an ABR Borrowing, shall be Dollars) and
(v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period
with respect thereto. If no election as to the currency of Borrowing is
specified in any Standby Borrowing Request, then the applicable Borrower shall
be deemed to have requested Borrowings in Dollars. If

<PAGE>
                                                                              24

no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurocurrency
Borrowing if denominated in an Alternative Currency. If no Interest Period with
respect to any Eurocurrency Borrowing is specified, then the applicable Borrower
shall be deemed to have selected an Interest Period of one month's duration. If
the applicable Borrower shall not have given notice in accordance with this
Section 2.04 of its election to refinance a Standby Borrowing prior to the end
of the Interest Period in effect for such Borrowing, then such Borrower shall
(unless such Borrowing is repaid at the end of such Interest Period) be deemed
to have given notice of an election to refinance such Borrowing with an ABR
Borrowing if denominated in Dollars or a Eurocurrency Borrowing in the same
currency and with an Interest Period of one month if denominated in an
Alternative Currency. The Administrative Agent shall promptly advise the Lenders
of any notice given pursuant to this Section 2.04 (and the contents thereof), of
each Lender's portion of the requested Borrowing and, in the case of an
Alternative Currency Borrowing, of the Dollar Equivalent of the Alternative
Currency amount specified in the applicable Standby Borrowing Request and the
Spot Exchange Rate utilized to determine such Dollar Equivalent. Subject to
Section 2.01(b), if the Dollar Equivalent of a Lender's portion of any such
Borrowing would exceed such Lender's remaining available applicable Commitment,
then such Lender's portion of such Borrowing shall be reduced to the Alternative
Currency Equivalent of such Lender's remaining available Commitment.

                  SECTION 2.05. Refinancings. A Borrower may refinance all or
any part of any Competitive Borrowing or Standby Borrowing with a Competitive
Borrowing or a Standby Borrowing of the same or a different Type made pursuant
to Section 2.03 or Section 2.04, subject to the conditions and limitations set
forth herein and elsewhere in this Agreement, including refinancings of
Competitive Borrowings with Standby Borrowings and Standby Borrowings with
Competitive Borrowings. Any Borrowing or part thereof so refinanced shall be
deemed to be repaid in accordance with Section 2.07 with the proceeds of a new
Borrowing hereunder and the proceeds of the new Borrowing, to the extent they do
not exceed the principal amount of the Borrowing being refinanced, shall not be
paid by the Lenders to the Administrative Agent or by the Administrative Agent
to the applicable Borrower pursuant to Section 2.02(c); provided, however, that
in the case of any refinancing of a Borrowing with another Borrowing in the same
currency, (i) if the principal amount extended by a Lender in a refinancing is
greater than the principal amount extended by such Lender in the Borrowing being
refinanced, then such Lender shall pay such difference to the Administrative
Agent for distribution to the Lenders described in (ii) below, (ii) if the
principal amount extended by a Lender in the Borrowing being refinanced is
greater than the principal amount being extended by such Lender in the
refinancing, the Administrative Agent shall return the difference to such Lender
out of amounts received pursuant to (i) above, and (iii) to the extent any
Lender fails to pay the Administrative Agent amounts due from it pursuant to (i)
above, any Loan or portion thereof being refinanced with such amounts shall not
be deemed repaid in accordance with Section 2.07 and shall be payable by the
applicable Borrower.

<PAGE>
                                                                              25

                  SECTION 2.06. 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 and on the Termination Date, the Maturity Date and any
subsequent date on which the Loans of such Lender shall be repaid (or on the
date of termination of such Lender's Commitment if such Lender has no Standby
Loans outstanding after such date), a facility fee (a "Facility Fee") equal to
the Facility Fee Percentage of (i) the daily average amount of the Commitment of
such Lender, whether used or unused (and whether or not the conditions set forth
in Section 4.01 shall have been satisfied), during the preceding quarter (or
shorter period commencing with August 14, 2003, or ending with the date on which
the Commitment of such Lender shall be terminated) and (ii) after such Lender's
Commitment shall have been terminated, the daily average principal amount (or
Assigned Dollar Value, in the case of Loans denominated in Alternative
Currencies) of such Lender's Loans that remain outstanding during the preceding
quarter (or shorter period commencing with the Termination Date or ending with
the Maturity Date or any date on which all outstanding Loans of such Lender
shall be repaid). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 365 days (or 366 days in a leap year). The
Facility Fee due to each Lender commenced to accrue on August 14, 2003, and
shall cease to accrue on the date on which the Commitment of such Lender is
terminated or, if such Lender has Loans outstanding after the date its
Commitment is terminated, the date on which such Loans are repaid.

                  (b) The Company agrees to pay the Administrative Agent, for
its own account, the fees set forth in the letter agreements dated August 14,
2000, September 7, 2001, August 29, 2002 and July 8, 2003, among the
Administrative Agent, J.P. Morgan Securities Inc. and the Company (the
"Administrative Fees") at the times and in the amounts set forth therein.

                  (c) The Company agrees to pay to each Lender, through the
Administrative Agent, on each March 31, June 30, September 30 and December 31,
on each date on which the Commitment of such Lender shall be terminated or
reduced as provided herein and on any date after the termination of such
Lender's Commitment on which all the Loans of such Lender shall be repaid, a
utilization fee (a "Utilization Fee") equal to the Utilization Fee Percentage
per annum of the sum of (i) the Committed Credit Exposure of such Lender plus
(ii) the outstanding principal amount (or Assigned Dollar Value, in the case of
Loans denominated in Alternative Currencies) of the Competitive Loans of such
Lender (A) for each day on which the outstanding aggregate principal amount (or
Assigned Dollar Value) of Loans exceeds 50% of the Total Commitment and (B) for
each day after the termination of the Commitments. All Utilization Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days.

                  (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.

                  SECTION 2.07. Repayment of Loans. (a) Each Borrower agrees to
pay the outstanding principal balance of each Loan on the last day of the
Interest Period applicable to such Loan and on the Maturity Date. Each Loan
shall bear interest from the date of the Borrowing of which such Loan is a part
on the outstanding principal balance thereof as set forth in Section 2.08.

<PAGE>
                                                                              26

                  (b) Each Lender shall, and is hereby authorized by the
Borrowers to, maintain, in accordance with its usual practice, records
evidencing the indebtedness of each Borrower to such Lender hereunder from time
to time, including the date, amount, currency and Type of and the Interest
Period applicable to each Loan made by such Lender from time to time and the
amounts of principal and interest paid to such Lender from time to time in
respect of each such Loan.

                  (c) The entries made in the records maintained pursuant to
paragraph (b) of this Section 2.07 and in the Register maintained by the
Administrative Agent pursuant to Section 10.04(d) shall be prima facie evidence
of the existence and amounts of the obligations of each Borrower to which such
entries relate; provided, however, that the failure of any Lender or the
Administrative Agent to maintain or to make any entry in such records or the
Register, as applicable, or any error therein shall not in any manner affect the
obligation of any Borrower to repay any Loans in accordance with the terms of
this Agreement.

                  SECTION 2.08. Interest on Loans. (a) Subject to the provisions
of Section 2.09, 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 (or, in the case of Loans denominated in (A) Sterling, over a year
of 365 or 366 days, or (B) any Alternative Currency other than Sterling or
Euros, on the basis customarily used for borrowings between banks in the
principal market for such Alternative Currency)), at a rate per annum equal to
(i) in the case of each Eurocurrency Standby Loan, the Adjusted LIBO Rate for
the Interest Period in effect for the Borrowing of which such Loan is part plus
the Applicable Margin from time to time in effect plus, at any time after the
Termination Date, a term-out premium of 0.250% per annum and (ii) in the case of
each Eurocurrency Competitive Loan, the LIBO Rate for the Interest Period in
effect for the Borrowing of which such Loan is a part plus the Competitive
Margin offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

                  (b) Subject to the provisions of Section 2.09, 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 appropriate,
when determined by reference to the Prime Rate and over a year of 360 days at
all other times) at a rate per annum equal to the Alternate Base Rate plus, at
any time after the Termination Date, a term-out premium of 0.250% per annum.

                  (c) Subject to the provisions of Section 2.09, 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 Borrower
pursuant to Section 2.03.

(d) Interest on each Loan shall be payable in arrears on each Interest Payment
Date applicable to such Loan except as otherwise provided in this Agreement.

<PAGE>
                                                                              27

The applicable LIBO Rate or Alternate Base 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 2.09. 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, 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 on the basis of the
actual number of days elapsed over a year of 360 days) equal to the Alternate
Base Rate plus 2% per annum (or, in the case of the principal of any Loan, if
higher, the rate of interest otherwise applicable, or most recently applicable,
to such Loan hereunder plus 2% per annum).

                  SECTION 2.10. 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 of any Type the Administrative
Agent shall have determined that Dollar deposits or deposits in the Alternative
Currency in which such Borrowing is to be denominated in the principal amounts
of the Loans comprising such Borrowing are not generally available in the London
interbank market, or that the rates at which such deposits are being offered
will not adequately and fairly reflect the cost to any Lender of making or
maintaining its Eurocurrency Loan during such Interest Period, or that
reasonable means do not exist for ascertaining the LIBO Rate, the Administrative
Agent shall, as soon as practicable thereafter, give written or telecopy notice
of such determination to the applicable Borrower and the Lenders. In the event
of any such determination, until the Administrative Agent shall have advised the
applicable Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any request by a Borrower for a Eurocurrency
Competitive Borrowing pursuant to Section 2.03 shall be of no force or effect
and shall be denied by the Administrative Agent and (ii) any request by a
Borrower for a Eurocurrency Standby Borrowing of the affected Type or in the
affected currency shall be deemed to be a request for an ABR Borrowing
denominated in Dollars. Each determination by the Administrative Agent hereunder
shall be conclusive absent manifest error.

                  SECTION 2.11. Termination and Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Termination
Date.

                  (b) Upon at least three Business days' prior irrevocable
written or telecopy notice to the Administrative Agent, the Company (on behalf
of all the Borrowers) 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 $5,000,000
and (ii) no such termination or reduction shall be made which would reduce the
Total Commitment to an amount less than the aggregate outstanding principal
amount (or Assigned Dollar Value, in the case of Loans denominated in
Alternative Currencies) of the Competitive Loans and Standby Loans.

<PAGE>
                                                                              28

                  (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, the Facility Fees on the
amount of the Commitments so terminated or reduced accrued to but not including
the date of such termination or reduction.

                  SECTION 2.12. Prepayment. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Standby Borrowing, in
whole or in part, upon giving written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) to the Administrative Agent:
(i) in the case of Eurocurrency Loans before 11:00 a.m., New York City time (or,
if such notice is delivered or telecopied to the Administrative Agent in London,
10:00 a.m., London time), three Business days prior to prepayment and (ii) in
the case of ABR Loans, before 11:00 a.m., New York City time, one Business Day
prior to prepayment; provided, however, that each partial prepayment shall be in
an amount which is an integral multiple of $1,000,000 and not less than
$5,000,000. The Borrowers shall not have the right to prepay any Competitive
Borrowing.

                  (b) On the date of any termination or reduction of the
Commitments pursuant to Section 2.11(b), the Company shall (or shall cause each
responsible Borrower to) pay or prepay so much of the Standby Borrowings as
shall be necessary in order that the aggregate outstanding principal amount of
all Loans will not exceed the Total Commitment after giving effect to such
termination or reduction.

                  (c) Each notice of prepayment under this Section 2.12 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) by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.15 but otherwise without premium or penalty.

                  SECTION 2.13. Reserve Requirements; Change in Circumstances.
(a) Notwithstanding any other provision herein, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender (or any
lending office of any Lender) of the principal of or interest on any
Eurocurrency Loan or Fixed Rate Loan made by such Lender or any Fees or other
amounts payable hereunder (other than changes in respect of taxes imposed on the
overall net income of such Lender by the jurisdiction in which such Lender has
its principal office or by any political subdivision or taxing authority
therein), or shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of or credit extended by such Lender (or any lending office of such
Lender), or shall impose on such Lender or the London interbank market any other
condition affecting this Agreement or any Eurocurrency Loan or Fixed Rate Loan
made by such Lender, and the result of any of the foregoing shall be to increase

<PAGE>
                                                                              29

the cost to such Lender of making or maintaining any Eurocurrency Loan or Fixed
Rate Loan or to reduce the amount of any sum received or receivable by such
Lender hereunder (whether of principal, interest or otherwise) by an amount
deemed by such Lender to be material, then the Company shall (or shall cause the
Borrowers to) pay to such Lender upon demand such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction
suffered. Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if it
shall have been aware of the change giving rise to such request at the time of
submission of the Competitive Bid pursuant to which such Competitive Loan shall
have been made.

                  (b) If any Lender shall have determined that any change after
the date hereof in the applicability of any law, rule, regulation or guideline
adopted pursuant to or arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption after the date hereof of any other law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or any Lender's holding company with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made 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
applicability, adoption, change or compliance (taking into consideration such
Lender's policies and the policies of such Lender's holding company with respect
to capital adequacy) by an amount deemed by such Lender to be material, then
from time to time the Company shall (or shall cause the responsible Borrower to)
pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender as specified in
paragraph (a) or (b) above, as the case may be, shall be delivered to the
Company and shall be conclusive absent manifest error. The Company shall (or
shall cause the responsible Borrower to) pay each Lender the amount shown as due
on any such certificate delivered by it within 10 days after the receipt of the
same.

                  (d) Except as provided below in this paragraph (d), failure 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
with respect to any period shall not constitute a waiver of such Lender's right
to demand compensation with respect to such period or any other period. The
protection of this Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall have occurred or

<PAGE>
                                                                              30

been imposed. No Lender shall be entitled to compensation under this Section
2.13 for any costs incurred or reductions suffered with respect to any date
unless it shall have notified the Company that it will demand compensation for
such costs or reductions not more than 60 days after the later of (i) such date
and (ii) the date on which it shall have, or should have, become aware of such
costs or reductions.

                  SECTION 2.14. Change in Legality. (a) Notwithstanding any
other provision herein, if, after the date hereof, (i) any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurocurrency Loan or Alternative Currency
Loan or to give effect to its obligations as contemplated hereby with respect to
any Eurocurrency Loan or Alternative Currency Loan, or (ii) there shall have
occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange
controls) or currency exchange rates which would make it impracticable for any
Lender to make Loans denominated in such Alternative Currency or to any
Borrower, then, by written notice to the Company and to the Administrative
Agent, such Lender may:

                     (i) declare that Eurocurrency Loans or Alternative Currency
               Loans (in the affected currency or currencies or to the affected
               Borrower), as the case may be, will not thereafter (for the
               duration of such unlawfulness or impracticability) be made by
               such Lender hereunder, whereupon such Lender shall not submit a
               Competitive Bid in response to a request for such Alternative
               Currency Loans or Eurocurrency Competitive Loans and any request
               by a Borrower for a Eurocurrency Standby Borrowing or Alternative
               Currency Borrowing (in the affected currency or currencies or to
               the affected Borrower), as the case may be, shall, as to such
               Lender only, be deemed a request for an ABR Loan or a Loan
               denominated in Dollars, as the case may be, unless such
               declaration shall be subsequently withdrawn (or, if a Loan to the
               requesting Borrower cannot be made for the reasons specified
               above, such request shall be deemed to have been withdrawn); and

                     (ii) require that all outstanding Eurocurrency Loans or
               Alternative Currency Loans (in the affected currency or
               currencies or to the affected Borrower), as the case may be, made
               by it be converted to ABR Loans denominated in Dollars in which
               event all such Eurocurrency Loans or Alternative Currency Loans
               (in the affected currency or currencies or to the affected
               Borrower) shall be automatically converted to ABR Loans
               denominated in Dollars as of the effective date of such notice as
               provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be,
that would have been made by such Lender or the converted Eurocurrency Loans or
Alternative Currency Loans, as the case may be, of such Lender shall instead be
applied to repay the ABR Loans or Loans denominated in Dollars, as the case may
be, made by such Lender in lieu

<PAGE>
                                                                              31

of, or resulting from the conversion of, such Eurocurrency Loans or Loans
denominated in Dollars, as the case may be. In the event any Alternative
Currency Loan is converted into a Loan denominated in Dollars pursuant to this
Section, (A) the principal amount of such Loan shall be deemed to be an amount
equal to the Assigned Dollar Value of such Alternative Currency Loan determined
based upon the applicable Spot Exchange Rate as of the Denomination Date for the
Borrowing which includes such Alternative Currency Loan and (B) the applicable
Borrower shall indemnify the Lender of such converted Alternative Currency Loan
against any loss it sustains as a result of such conversion.

                  (b) For purposes of this Section 2.14, a notice to the Company
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 by the
Company.

                  SECTION 2.15. Indemnity. Each Borrower shall indemnify each
Lender against any loss or expense which such Lender may sustain or incur as a
consequence of (a) any failure by such Borrower to fulfill on the date of any
borrowing hereunder the applicable conditions set forth in Article IV, (b) any
failure by such Borrower to borrow or to refinance or continue any Loan
hereunder after irrevocable notice of such borrowing, refinancing or
continuation has been given pursuant to Section 2.03 or 2.04, (c) any payment,
prepayment, conversion or transfer of a Eurocurrency Loan or Fixed Rate Loan
required by any other provision of this Agreement or otherwise made or deemed
made on a date other than the last day of the Interest Period applicable
thereto, (d) any default 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) or (e) the occurrence of any
other Event of Default, 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 as a Eurocurrency Loan or Fixed Rate Loan. 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, converted, transferred or not borrowed (assumed to
be the LIBO Rate or, in the case of a Fixed Rate Loan, the fixed rate of
interest applicable thereto) for the period from the date of such payment,
prepayment, conversion, transfer or failure to borrow to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, 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, converted, transferred or not borrowed 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
shall be delivered to the Company and shall be conclusive absent manifest error.

                  SECTION 2.16. Pro Rata Treatment. Except as required under
Section 2.14, each Standby Borrowing, each payment or prepayment of principal of
any Standby Borrowing, each payment of interest on the Standby Loans, each
payment of the

<PAGE>
                                                                              32

Facility Fees and Utilization Fees, each reduction of the Commitments and each
refinancing of any Borrowing with a Standby Borrowing of any Type, shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Standby
Loans). 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. For purposes of determining (i) the aggregate available
Commitments of the Lenders at any time and (ii) the available Commitment of each
Lender, each outstanding Competitive Borrowing shall be deemed to have utilized
the Commitments of the Lenders (including those Lenders which shall not have
made Loans as part of such Competitive Borrowing) pro rata in accordance with
such respective Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole Dollar (or comparable unit of any applicable Alternative
Currency) amount.

                  SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if
it shall, through the exercise of a right of banker's lien, setoff or
counterclaim against any Borrower, or pursuant to a secured claim under Section
506 of Title 11 of the United States Code or other security or interest arising
from, or in lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or otherwise, or by any
other means, obtain payment (voluntary or involuntary) in respect of any 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 2.17 and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment restored without
interest. Each Borrower expressly consents to the foregoing arrangements and
agrees that 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 by such Borrower to such
Lender by reason thereof as fully as if such Lender had made a Standby Loan
directly to such Borrower in the amount of such participation.

<PAGE>
                                                                              33

                  SECTION 2.18. Payments. (a) The Borrower shall make each
payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder and under each other Loan Document not later than 12:00
noon, local time at the place of payment, on the date when due in immediately
available funds. Each such payment shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York. Each such payment (other
than principal of and interest on Alternative Currency Loans, which shall be
made in the applicable Alternative Currency) shall be made in Dollars.

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

                  SECTION 2.19. Taxes. (a) Any and all payments by or on account
of any obligation of each Borrower hereunder shall be made, in accordance with
Section 2.18, free and clear of and without deduction for any and all current or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding (i) income taxes imposed on the net
income of the Administrative Agent or any Lender (or any transferee or assignee
thereof, including a participation holder (any such individual or entity, a
"Transferee")), and (ii) franchise taxes imposed on the net income of the
Administrative Agent or any Lender (or Transferee), in each case by the
jurisdiction under the laws of which the Administrative Agent or such Lender (or
Transferee) is organized, domiciled, resident or doing business or any political
subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities, collectively or individually, "Taxes").
If any Borrower shall be required to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender (or any Transferee) or the Administrative
Agent, (i) the sum payable shall be increased by the amount (an "additional
amount") necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.19) such
Lender (or Transferee) or the Administrative Agent (as the case may be) shall
receive an amount equal to the sum it would have received had no such deductions
been made, (ii) each Borrower shall make such deductions and (iii) each Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

                  (b) In addition, each Borrower agrees to bear and to pay to
the relevant Governmental Authority in accordance with applicable law any
current or future recording, stamp, documentary, excise, transfer, sales,
property or similar taxes, charges or levies that arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Loan Document ("Other Taxes").

                  (c) The Borrowers will indemnify each Lender (or Transferee)
and the Administrative Agent, within 10 days after written demand therefor, for
the full amount of Taxes and Other Taxes paid by such Lender (or Transferee) or
the Administrative

<PAGE>
                                                                              34

Agent, as the case may be, on or with respect to any payment by or on account of
any obligation of any Borrower hereunder or under any other Loan Document
(including Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any liability and any penalties,
interest and expenses (including reasonable attorney's fees and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability prepared by a
Lender, or the Administrative Agent on its behalf, absent manifest error, shall
be final, conclusive and binding for all purposes.

                  (d) If a Lender (or Transferee) or the Administrative Agent
shall become aware that it is entitled to claim a refund from a Governmental
Authority in respect of Taxes or Other Taxes as to which it has been indemnified
by a Borrower, or with respect to which any Borrower has paid additional
amounts, pursuant to this Section 2.19, it shall promptly notify the Company of
the availability of such refund claim and shall, within 30 days after receipt of
a request by the Company, make a claim to such Governmental Authority for such
refund at the Company's expense. If a Lender (or Transferee) or the
Administrative Agent receives a refund (including pursuant to a claim for refund
made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes
as to which it has been indemnified by a Borrower or with respect to which any
Borrower has paid additional amounts pursuant to this Section 2.19, it shall
within 30 days from the date of such receipt pay over such refund to the Company
(but only to the extent of indemnity payments made, or additional amounts paid,
by such Borrower under this Section 2.19 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Lender (or Transferee) or the Administrative Agent and without interest (other
than interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Company, upon the request of such Lender
(or Transferee) or the Administrative Agent, agrees to (or to cause the
responsible Borrower to) repay the amount paid over to the Company (plus
penalties, interest or other charges) to such Lender (or Transferee) or the
Administrative Agent in the event such Lender (or Transferee) or the
Administrative Agent is required to repay such refund to such Governmental
Authority.

                  (e) As soon as practicable after the date of any payment of
Taxes or Other Taxes by any Borrower to the relevant Governmental Authority, the
Company will deliver to the Administrative Agent, at its address referred to in
Section 10.01, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.

                  (f) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

                  (g) Each Lender (or Transferee) that is organized under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (a "Non-U.S. Lender") shall deliver to the Company and the
Administrative Agent two copies of either United States Internal Revenue Service
Form W-8BEN or Form W-8ECI,

<PAGE>
                                                                              35

or, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a Form W-8, or any subsequent versions thereof
or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a
certificate representing that such Non-U.S. Lender is not a bank for purposes of
Section 881(c) of the Code, 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)), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax on payments by the Borrowers under this Agreement and the other
Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "New Lending Office"). In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section 2.19(g), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this Section 2.19(g) that
such Non-U.S. Lender is not legally able to deliver.

                  (h) None of the Borrowers shall be required to indemnify any
Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in
respect of United States Federal withholding tax pursuant to paragraph (a) or
(c) above to the extent that (i) the obligation to withhold amounts with respect
to United States Federal withholding tax existed on the date such Non-U.S.
Lender became a party to this Agreement (or, in the case of a Transferee that is
a participation holder, on the date such participation holder became a
Transferee hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S. Lender designated such New Lending Office with respect to a
Loan; provided, however, that this clause (i) shall not apply to any Transferee
or New Lending Office that becomes a Transferee or New Lending Office as a
result of an assignment, participation, transfer or designation made at the
request of the Company; and provided further, however, that this clause (i)
shall not apply to the extent the indemnity payment or additional amounts any
Transferee, or Lender (or Transferee) through a New Lending Office, would be
entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the person making the assignment,
participation or transfer to such Transferee, or Lender (or Transferee) making
the designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, participation, transfer or designation or
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
above.

                  (i) Any Lender (or Transferee) claiming any indemnity payment
or additional amounts payable pursuant to this Section 2.19 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by the Company or to
change the jurisdiction of its

<PAGE>
                                                                              36

applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such indemnity payment or additional
amounts that may thereafter accrue and would not, in the sole determination of
such Lender (or Transferee), be otherwise disadvantageous to such Lender (or
Transferee).

                  (j) Nothing contained in this Section 2.19 shall require any
Lender (or Transferee) or the Administrative Agent to make available any of its
tax returns (or any other information that it deems to be confidential or
proprietary).

                  SECTION 2.20. Assignment of Commitments Under Certain
Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts
payable pursuant to Section 2.13 or Section 2.19 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 and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender (or Transferee).

                  (b) In the event that any Lender shall have delivered a notice
or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be
required to make additional payments to any Lender under Section 2.19, the
Company shall have the right, at its own expense, upon notice to such Lender and
the Administrative Agent, to require such Lender to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04) all its interests, rights and obligations under this Agreement to
another financial institution acceptable to the Administrative Agent which shall
assume such obligations; provided that (i) no such assignment shall conflict
with any law, rule or regulation or order of any Governmental Authority (ii) no
Event of Default shall have occurred and be continuing and (iii) the Company or
the assignee, as the case may be, shall pay to the affected Lender in
immediately available funds on the date of such assignment the principal of and
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 2.21. Borrowings by Approved Borrowers. The Company
may, at any time or from time to time, designate one or more wholly owned
Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a
letter (a "Designation Letter") substantially in the form of Exhibit E-1 hereto,
duly completed and executed by the Company and such Subsidiary, whereupon each
Subsidiary so designated shall become an Approved Borrower. There may be no more
than ten Approved Borrowers at any one time. So long as all principal and
interest on all Loans of any Approved Borrower have been paid in full, the
Company may terminate an Approved Borrower's status as an Approved Borrower by
furnishing to the Administrative Agent a letter (a "Termination Letter"),
substantially in the form of Exhibit E-2 hereto, duly completed and executed by
the Company and such Approved Borrower. Any Termination Letter furnished in
accordance with this Section 2.21 shall be effective upon receipt by the
Administrative Agent. Notwithstanding the foregoing, the delivery of a
Termination Letter with respect to any Approved Borrower shall not affect any
obligation

<PAGE>
                                                                              37

of such Approved Borrower theretofore incurred. Each Subsidiary set forth in
Schedule 2.21 shall be deemed an Approved Borrower until delivery of a
Termination Letter with respect to such Subsidiary.

                  SECTION 2.22. Increase in Commitments. After the Restatement
Date, the Company may, by written notice to the Administrative Agent, executed
by the Company and one or more financial institutions (any such financial
institution referred to in this Section being called a "Prospective Lender"),
which may include any Lender, cause the Commitments of the Prospective Lenders
to be increased (or cause Commitments to be extended by the Prospective Lenders,
as the case may be) in an amount for each Prospective Lender set forth in such
notice, provided, however, that (a) the aggregate amount of the Lenders'
Commitments after giving effect to such increase, together with the aggregate
amount of the commitments under the Five-Year Credit Agreement, shall in no
event exceed US$400,000,000, (b) each Prospective Lender, if not already a
Lender hereunder, shall be subject to the approval of the Administrative Agent
(which approval shall not be unreasonably withheld) and (c) each Prospective
Lender, if not already a Lender hereunder, shall become a party to this
Agreement by completing and delivering to the Administrative Agent a duly
executed Accession Agreement. Increases and new Commitments created pursuant to
this Section shall become effective (A) in the case of Prospective Lenders
already parties hereunder, on the date specified in the notice delivered
pursuant to this Section and (B) in the case of Prospective Revolving Lenders
not already parties hereunder, on the effective date of the Accession Agreement.
Upon the effectiveness of any Accession Agreement to which any Prospective
Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be
a party to this Agreement and shall be entitled to all rights, benefits and
privileges accorded a Lender hereunder and subject to all obligations of a
Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to
reflect the Commitment of the additional Lender as provided in such Accession
Agreement. Upon the effectiveness of any increase pursuant to this Section in
the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be
deemed to have been amended to reflect the increased Commitment of such Lender.
Notwithstanding the foregoing, no increase in the aggregate Commitments (or in
the Commitment of any Lender) shall become effective under this Section unless,
on the date of such increase, the conditions set forth in paragraphs (b) and (c)
of Section 4.03 shall be satisfied (with all references in such paragraphs to a
Borrowing being deemed to be references to such increase) and the Administrative
Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the Company. Following any increase of a
Lender's Commitment or any extension of a new Commitment pursuant to this
paragraph, any Standby Loans outstanding prior to the effectiveness of such
increase or extension shall continue outstanding until the ends of the
respective Interests Periods applicable thereto, and shall then be repaid or
refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.

<PAGE>
                                                                              38

                                  ARTICLE III

                         Representations and Warranties
                         ------------------------------

                  Part A. Representations and Warranties of the Company. The
Company represents and warrants as of the Restatement Date and the date of each
Borrowing in accordance with Section 4.03(b) to each of the Lenders that:

                  SECTION 3.01. Corporate Existence. Each of the Company and its
Subsidiaries: (a) is a corporation, partnership or other entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power, and has all
material governmental licenses, authorizations, consents and approvals necessary
to own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business and is in good standing in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a Material Adverse Effect.

                  SECTION 3.02. Financial Condition. The Company has heretofore
furnished to each of the Lenders a consolidated balance sheet of the Company and
its Subsidiaries as at December 31, 2002, and the related consolidated
statements of income, cash flows and changes in shareholders' equity of the
Company and its Subsidiaries for the fiscal year ended on such date, with the
opinion thereon of PriceWaterhouseCoopers, and the unaudited consolidated
balance sheet of the Company and its Subsidiaries as at June 30, 2003, and the
related consolidated statements of income and cash flows of the Company and its
Subsidiaries for the six-month period ended on such date. All such financial
statements present fairly, in all material respects, the consolidated financial
condition of the Company and its Subsidiaries as at such dates and the
consolidated results of their operations for the fiscal year and six-month
period ended on such dates (subject, in the case of the financial statements as
at June 30, 2003, to normal year-end audit adjustments), all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis. None of the Company nor any of its Subsidiaries has on the date hereof
any material contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the balance
sheets as at such dates or the notes thereto. Since December 31, 2002, there has
been no Material Adverse Change.

                  SECTION 3.03. Litigation. Except as disclosed in note 10 of
the audited annual consolidated financial statements of the Company included in
the Company's Form 10-K, dated March 20, 2003, and in the notes to the unaudited
quarterly consolidated financial statements of the Company included in the
Company's Form 10-Q, dated August 11, 2003, filed with the Securities and
Exchange Commission, there are no legal or arbitral proceedings, or any
proceedings by or before any Governmental Authority, now pending or (to the
knowledge of the Company) threatened against the Company or any of its
Subsidiaries that is materially likely to be adversely determined and which, if
adversely determined could (either individually or in the aggregate) have a
Material Adverse Effect.

<PAGE>
                                                                              39

                  SECTION 3.04. No Breach. None of the execution and delivery of
this Agreement, the consummation of the transactions herein contemplated or
compliance with the terms and provisions hereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of the
Company, or any applicable law or regulation, or any order, writ, injunction or
decree of any court or Governmental Authority, or any agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which any of them
or any of their assets or properties is bound or to which any of them is
subject, or constitute a default under any such agreement or instrument.

                  SECTION 3.05. Action. The Company has all necessary corporate
power, authority and legal right to execute, deliver and perform its obligations
under this Agreement; the execution, delivery and performance by the Company of
this Agreement has been duly authorized by all necessary corporate action on its
part (including, without limitation, any required shareholder approvals); and
this Agreement has been duly and validly executed and delivered by the Company
and constitutes its legal, valid and binding obligation, enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                  SECTION 3.06. Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any Governmental Authority,
or any securities exchange, are necessary for the execution, delivery or
performance by the Company of this Agreement or for the legality, validity or
enforceability hereof.

                  SECTION 3.07. Use of Credit. None of the Company nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying Margin Stock, and no part of the
proceeds of the Loans hereunder will be used to buy or carry any Margin Stock.

                  SECTION 3.08. ERISA. Each Plan, and, to the knowledge of the
Company, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with, the
applicable provisions of ERISA, the Code and any other Federal or state law, and
no event or condition has occurred and is continuing as to which the Company
would be under an obligation to furnish a report to the Lenders under Section
5.06 hereof.

                  SECTION 3.09. Taxes. As of the date hereof, the Company and
its Domestic Subsidiaries are members of an affiliated group of corporations
filing consolidated returns for Federal income tax purposes, of which the
Company is the "common parent" (within the meaning of Section 1504 of the Code)
of such group. The

<PAGE>
                                                                              40

Company and its Subsidiaries have filed all Federal income tax returns and all
other material tax returns that are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by
the Company or any of its Subsidiaries. The charges, accruals and reserves on
the books of the Company and its Subsidiaries in respect of taxes and other
governmental charges are, in the opinion of the Company, adequate. The Company
has in the ordinary course of business given extensions or waivers of the
statutes of limitations relating to payment of U.S. Federal taxes and relating
to various state, local and foreign taxes or impositions, none of which might
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.10. Investment Company Act. Neither the Company nor
any of its Subsidiaries is an "investment company", or a company "controlled" by
an "investment company", within the meaning of the Investment Company Act of
1940, as amended.

                  SECTION 3.11. Public Utility Holding Company Act. Neither the
Company nor any of its Subsidiaries is a "holding company", or an "affiliate" of
a "holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.12. Material Agreements and Liens. (a) Part A of
Schedule 3.12 hereto is a complete and correct list, as of the date hereof, of
each credit agreement, loan agreement, indenture, guarantee, letter of credit or
other arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or
guaranteed by, the Company or any of its Subsidiaries, the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed) $5,000,000,
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Part A of such
Schedule 3.12.

                  (b) Part B of Schedule 3.12 hereto is a complete and correct
list, as of the date hereof, of each Lien securing Indebtedness of any person,
the aggregate principal or face amount of which equals or exceeds (or may equal
or exceed) $5,000,000 and covering any property of the Company or any of its
Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by
each such Lien and the property covered by each such Lien is correctly described
in Part B of such Schedule 3.12.

                  SECTION 3.13. Environmental Matters. (a) Except as disclosed
in the notes to the unaudited quarterly consolidated financial statements of the
Company included in the Company's Form 10-Q, dated August 11, 2003 filed with
the Securities and Exchange Commission and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in 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.

<PAGE>
                                                                              41

                  (b) There has been no change in the status of the matters
disclosed in the notes to the unaudited quarterly consolidated financial
statements of the Company included in the Company's Form 10-Q, dated August 11,
2003 filed with the Securities and Exchange Commission that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

                  SECTION 3.14. Subsidiaries, etc. Set forth in Schedule 3.14
hereto is a complete and correct list, as of the date hereof, of all of the
Subsidiaries of the Company, together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each person holding
ownership interests in such Subsidiary and (iii) the nature of the ownership
interests held by each such person and the percentage of ownership of such
Subsidiary represented by such ownership interests.

                  SECTION 3.15. True and Complete Disclosure. The information,
reports, financial statements, exhibits and schedules furnished in writing by or
on behalf of the Company to the Agent or any Lender in connection with the
negotiation, preparation or delivery of this Agreement or included herein or
delivered pursuant hereto, when taken as a whole, do not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements herein or therein, in light of the circumstances under which they
were made, not misleading. All written information furnished after the date
hereof by the Company and its Subsidiaries to the Administrative Agent and the
Lenders in connection with this Agreement and the transactions contemplated
hereby will be true, complete and accurate in every material respect, or (in the
case of projections) based on reasonable estimates, on the date as of which such
information is stated or certified. There is no fact known to the Company that
could have a Material Adverse Effect that has not been disclosed herein or in a
report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Lenders for use in connection with the transactions
contemplated hereby.

                  Part B. Representations and Warranties of the Approved
Borrowers. Each Approved Borrower represents and warrants as of the Restatement
Date and the date of each Borrowing in accordance with Section 4.03(b) to each
of the Lenders that:

                  SECTION 3.16. Corporate Existence of Approved Borrower. It and
each of its Subsidiaries: (a) is a corporation, partnership or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify would have
a Material Adverse Effect.

                  SECTION 3.17. No Breach. None of the execution and delivery of
its Designation Letter and this Agreement, the consummation of the transactions
therein and herein contemplated and compliance with the terms and provisions
thereof and hereof will conflict with or result in a breach of, or require any
consent under, the charter or by-

<PAGE>
                                                                              42

laws or other organizational documents of such Approved Borrower, or any
applicable law or regulation, or any order, writ, injunction or decree of any
court or governmental authority or agency, or any agreement or instrument to
which such Approved Borrower or any of its Subsidiaries is a party or by which
any of them or their assets or properties is bound or to which any of them is
subject, or constitute a default under any such agreement or instrument.

                  SECTION 3.18. Action. Such Approved Borrower has all necessary
corporate or other power and authority to execute, deliver and perform its
obligations under its Designation Letter and this Agreement, and to perform its
obligations hereunder and thereunder; the execution and delivery by such
Approved Borrower of its Designation Letter and the performance by such Approved
Borrower hereof and thereof have been duly authorized by all necessary corporate
or other action on its part (including, without limitation, any required
shareholder approvals); and its Designation Letter, when executed and delivered
by such Approved Borrower, will constitute the legal, valid and binding
obligation of such Approved Borrower, enforceable against such Approved Borrower
in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors' rights and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                  SECTION 3.19. Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any Governmental Authority
are necessary for the execution, delivery or performance by such Approved
Borrower of its Designation Letter or this Agreement or for the validity or
enforceability thereof.

                  SECTION 3.20. Taxes on Payments of Approved Borrowers. Except
as disclosed to the Lenders in writing prior to the delivery of such Approved
Borrower's Designation Letter, there is no income, stamp or other tax of any
country, or of any taxing authority thereof or therein, imposed by or in the
nature of withholding or otherwise, which is imposed on any payment to be made
by such Approved Borrower pursuant hereto, or is imposed on or by virtue of the
execution, delivery or enforcement of its Designation Letter or this Agreement.


                                   ARTICLE IV

                     Conditions of Effectiveness and Lending
                     ---------------------------------------

                  SECTION 4.01. Restatement Date. This Agreement shall not
become effective until the date on which each of the following conditions shall
have been satisfied (or waived in accordance with Section 10.08):

                     (a) The Administrative Agent (or its counsel) shall have
               received from each party hereto either (i) a counterpart of this
               Agreement signed on behalf of such party or (ii) written evidence

<PAGE>
                                                                              43

               satisfactory to the Administrative Agent (which may include
               telecopy transmission of a signed signature page of this
               Agreement) that such party has signed a counterpart of this
               Agreement.

                     (b) The Administrative Agent shall have received favorable
               written opinions (each dated as of the Restatement Date and
               addressed to the Administrative Agent and the Lenders) of (i) the
               general counsel of the Company, substantially in the form of
               Exhibit D-1 hereto and (ii) Kirkpatrick & Lockhart LLP, counsel
               for the Company, substantially in the form of Exhibit D-2 hereto,
               covering such other matters relating to the Company, this
               Agreement and the Transactions as the Administrative Agent or its
               counsel shall reasonably request. The Company hereby requests
               such counsel to deliver such opinions.

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

                     (d) The Administrative Agent shall have received a
               certificate of the Company, dated the Restatement Date and signed
               by a Financial Officer of the Company, confirming compliance with
               the conditions precedent set forth in paragraphs (b) and (c) of
               Section 4.03.

                     (e) The Administrative Agent shall have received all fees
               and other amounts due and payable on or prior to such date.

                     (f) All outstanding loans under the Original Agreement
               shall have been repaid and all interest, fees and other amounts
               due to or accrued for the accounts of the Lenders under the
               Original Agreement shall have been paid.

<PAGE>
                                                                              44

The Administrative Agent shall notify the Company and the Lenders of the
Restatement Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing and any other provision herein to the contrary,
the obligations of the Lenders to make Loans to any Borrower hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.08) at or prior to 2:00 p.m., New York City time, on
August 29, 2003 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

                  SECTION 4.02. First Borrowing by Each Approved Borrower. On
the date of any Approved Borrower's initial Borrowing hereunder, the obligations
of the Lenders to make Loans to such Approved Borrower are subject to the
satisfaction of (or waiver in accordance with Section 10.08 of) each of the
conditions set forth in Section 4.01 and the following further conditions:

                     (a) The Administrative Agent shall have received a
               favorable written opinion of the general counsel of such Approved
               Borrower dated as of a recent date and addressed to the Lenders,
               to the effect set forth in Exhibit D-1 hereto, subject to
               necessary changes to reflect local law.

                     (b) The Administrative Agent shall have received (i) a copy
               of the certificate or articles of incorporation (or such other
               analogous documents), including all amendments thereto, of such
               Approved Borrower, certified as of a recent date by the Secretary
               of State (or other appropriate Governmental Authority) of the
               state (or country) of its organization or such other evidence as
               is reasonably satisfactory to the Administrative Agent, and a
               certificate as to the good standing (or other analogous
               certification to the extent available) of such Approved Borrower
               as of a recent date, from such Secretary of State (or other
               appropriate Governmental Authority) or such other evidence
               reasonably acceptable to the Administrative Agent; (ii) a
               certificate of the Secretary or Assistant Secretary of such
               Approved Borrower dated the date on which such Loans are to be
               made and certifying (A) that attached thereto is a true and
               complete copy of the by-laws (or such other analogous documents
               to the extent available) of such Approved Borrower as in effect
               on the date of such certificate and at all times since a date
               prior to the date of the resolution of such Approved Borrower
               described in item (B) below, (B) that attached thereto is a true
               and complete copy of resolutions adopted by the Board of
               Directors of such Approved Borrower authorizing the execution,
               delivery and performance of the Designation Letter delivered by
               such Approved Borrower and the borrowings hereunder by such
               Approved Borrower, and that such resolutions have not been
               modified, rescinded or amended and are in full force and effect,
               (C) that the certificate or articles of incorporation (or other
               analogous documents) of such Approved Borrower have not been
               amended since the date of the last amendment thereto shown on the
               certificate of good standing (or other analogous certification or
               such other evidence reasonably acceptable to the Agent) furnished
               pursuant to clause (i) above, and (D) as to the incumbency and
               specimen signature of each officer of such Approved Borrower
               executing the Designation Letter delivered by such Approved
               Borrower or any other document delivered in connection herewith

<PAGE>
                                                                              45

               or therewith; (iii) a certificate of another officer of such
               Approved Borrower as to the incumbency and signature of the
               Secretary or such Assistant Secretary of such Approved Borrower
               executing the certificate pursuant to (ii) above; and (iv) such
               other documents as the Lenders or counsel for the Administrative
               Agent, may reasonably request.

                     (c) The Administrative Agent shall have received (with
               sufficient copies for each Lender) a Designation Letter, duly
               executed by such Approved Borrower and the Company and
               acknowledged by the Administrative Agent.

                     (d) The Administrative Agent shall have received a
               certificate of each of the Borrowers, dated such date and signed,
               in the case of the Company, by a Financial Officer of the
               Company, and in the case of the Borrowers other than the Company,
               a Responsible Officer of such Borrower, confirming compliance
               with the conditions precedent set forth in paragraphs (b) and (c)
               of Section 4.03.

                  Upon the satisfaction of the conditions precedent set forth in
this Section 4.02, such Approved Borrower shall become a Borrower hereunder with
the same force and effect as if originally named as a Borrower hereunder. The
rights and obligations of each Borrower hereunder shall remain in full force and
effect notwithstanding the addition of any new Borrower as a party to this
Agreement.

                  SECTION 4.03. All Borrowings. On the date of each Borrowing,
including each Borrowing in which Loans are refinanced with new Loans as
contemplated by Section 2.05, the obligations of the lenders to make the Loans
comprising such Borrowing are subject to the satisfaction of the following
conditions:

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

                     (b) The representations and warranties set forth in Article
               III hereof shall be true and correct in all material respects on
               and as of the date of such Borrowing with the same effect as
               though made on and as of such date, except to the extent such
               representations and warranties expressly relate to an earlier
               date; provided, however, that no representation as to either (i)
               the absence of any Material Adverse Change in the financial
               condition of the Company, as provided in the last sentence of
               Section 3.02, or (ii) the absence of any pending or threatened
               legal or arbitral proceedings, or any proceedings by or before
               any Governmental Authority, that could have a Material Adverse
               Effect on the Company, as provided in Section 3.03, shall be
               required as a condition to any Borrowing following the
               Restatement Date.

                     (c) Each Borrower shall be in compliance with all the terms
               and provisions set forth herein and in each other Loan Document
               on its part to be observed or performed, and at the time of and
               immediately after such Borrowing no Event of Default or Default
               shall have occurred and be continuing.

<PAGE>
                                                                              46

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrowers on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.03.

                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

                  The Company covenants and agrees with each Lender and the
Administrative Agent that, so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, the Company will, and will cause
each of its Subsidiaries to:

                  SECTION 5.01. Existence; Businesses and Properties. (a)
Preserve and maintain its corporate existence, rights (charter and statute) and
material franchises, except as otherwise permitted by Section 6.03; provided,
however, that the Company shall not be required to preserve any such right or
franchise if (i) the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and (ii) the loss
of any such right or franchise is not disadvantageous in any material respect to
the Lenders.

                  (b) Comply in all material respects with all applicable laws,
rules, regulations and orders (including, without limitation, laws requiring
payment of all taxes, assessments and governmental charges imposed upon it or
upon its property except to the extent contested in good faith by appropriate
proceedings) and all Environmental Laws except where the failure to so comply
would not result in a Material Adverse Change.

                  (c) Maintain and preserve all of its properties which are used
in the conduct of its business in good working order and condition, ordinary
wear and tear excepted, to the extent that any failure to do so would result in
a Material Adverse Change and except for dispositions thereof permitted by
Section 6.03.

                  SECTION 5.02. Insurance. Maintain insurance with financially
sound and reputable insurance companies (which insurance companies shall, in any
event, have an A.M. Best rating of "B+" or better), and with respect to property
and risks of a character usually maintained by corporations engaged in the same
or similar business similarly situated, against loss, damage and liability of
the kinds and in the amounts customarily maintained by such corporations.

                  SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and
other obligations promptly and in accordance with their terms and pay and
discharge promptly when due all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with

<PAGE>
                                                                              47

respect to any such tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Company shall have set aside on its books adequate reserves
with respect thereto.

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

                     (a) within 90 days after the end of each fiscal year, its
               consolidated balance sheets and related statements of income,
               changes in stockholders' equity and cash flows, showing the
               financial condition of the Company and its Subsidiaries as of the
               close of such fiscal year and the results of its operations and
               the operations of its Subsidiaries during such year, all audited
               by PricewaterhouseCoopers or other independent public accountants
               of recognized national standing acceptable to the Required
               Lenders and accompanied by an opinion of such accountants (which
               shall not be qualified in any material respect) to the effect
               that such consolidated financial statements fairly present the
               financial condition and results of operations of the Company 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, its consolidated balance
               sheets and related statements of income, changes in stockholders'
               equity and cash flows, showing the financial condition of the
               Company and its Subsidiaries as of the close of such fiscal
               quarter and the results of its operations and the operations of
               its Subsidiaries during such fiscal quarter and the then elapsed
               portion of such fiscal year, all certified by one of its
               Financial Officers as fairly presenting the financial condition
               and results of operations of the Company on a consolidated basis
               in accordance with GAAP consistently applied, subject to normal
               year-end audit adjustments;

                     (c) concurrently with any delivery of financial statements
               under (a) or (b) above, a certificate of the accounting firm or
               Financial Officer opining on or certifying such statements (which
               certificate, when furnished by an accounting firm, may be limited
               to accounting matters and disclaim responsibility for legal
               interpretations) (i) certifying that no Event of Default or
               Default has occurred or, if such an Event of Default or Default
               has occurred, specifying the nature and extent thereof and any
               corrective action taken or proposed to be taken with respect
               thereto and (ii) setting forth computations in reasonable detail
               satisfactory to the Administrative Agent demonstrating compliance
               with the covenants contained in Sections 6.06 and 6.07;

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

<PAGE>
                                                                              48

                     (e) promptly, from time to time, such other information
               regarding the operations, business affairs and financial
               condition of the Company or any Subsidiary, or compliance with
               the terms of any Loan Document, as the Administrative Agent or
               any Lender may reasonably request.

                  SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent and each Lender prompt written notice of the following:

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

                     (b) the filing or commencement of, or any threat or notice
               of intention of any person to file or commence, any action, suit
               or proceeding, whether at law or in equity or by or before any
               Governmental Authority, against the Company or any Affiliate
               thereof which, if adversely determined, could result in a
               Material Adverse Change; and

                     (c) any other development that has resulted in, or could
               reasonably be anticipated to result in, a Material Adverse
               Change.

                  SECTION 5.06. ERISA. (a) Comply in all material respects with
the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent and each Lender (i) as soon as possible, and in any event
within 30 days after any Responsible Officer of the Company or any ERISA
Affiliate either knows or has reason to know that any Reportable Event has
occurred that alone or together with any other Reportable Event could reasonably
be expected to result in liability of the Company to the PBGC in an aggregate
amount exceeding $5,000,000, a statement of a Financial Officer setting forth
details as to such Reportable Event and the action proposed to be taken with
respect thereto, together with a copy of the notice, if any, of such Reportable
Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any
notice the Company or any ERISA Affiliate may receive from the PBGC relating to
the intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate which is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a
trustee to administer any Plan or Plans, and (iii) within 10 days after the due
date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice
of failure to make a required installment or other payment with respect to a
Plan, a statement of a Financial Officer setting forth details as to such
failure and the action proposed to be taken with respect thereto, together with
a copy of such notice given to the PBGC.

                  SECTION 5.07. Maintaining Records. Maintain all financial
records in accordance with GAAP and unless protected by attorney-client
privilege permit any representatives designated by any Lender, upon reasonable
request, to examine and make abstracts from the records and books of account of,
and visit the properties of, the Company or any of its Subsidiaries, and to
discuss the affairs, finances and condition of the Company or any Subsidiary
with the officers thereof and independent accountants

<PAGE>
                                                                              49

therefor all upon reasonable notice, at such reasonable times and as often as
may reasonably be desired, provided that all non-public information obtained by
any such Lender pursuant to this shall be treated as confidential in accordance
with customary practices.

                  SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans
only for the purposes set forth in the preamble to this Agreement.


                                   ARTICLE VI

                               Negative Covenants
                               ------------------

                  The Company covenants and agrees with each Lender and the
Administrative Agent that, so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, the Company will not, and will not
cause or permit any of its Subsidiaries to:

                  SECTION 6.01. Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, whether now owned or hereafter acquired,
except:

                     (a) Liens in existence on the date hereof and listed in
               Part B of Schedule 3.12 hereto;

                     (b) Liens imposed by any Governmental Authority for taxes,
               assessments or charges not yet due or that are being contested in
               good faith and by appropriate proceedings if adequate reserves
               with respect thereto are maintained on the books of the Company
               or the affected Subsidiaries, as the case may be, in accordance
               with GAAP;

                     (c) carriers', warehousemen's, mechanics', materialmen's,
               repairmen's or other like Liens arising in the ordinary course of
               business that are not overdue for a period of more than 30 days
               or that are being contested in good faith and by appropriate
               proceedings and Liens securing judgments but only to the extent
               for an amount and for a period not resulting in an Event of
               Default under Article VII clause (i) hereof;

                     (d) pledges or deposits under worker's compensation,
               unemployment insurance and other social security legislation;

                     (e) deposits to secure the performance of bids, trade
               contracts (other than for Indebtedness), leases, statutory
               obligations, surety and appeal bonds, performance bonds and other
               obligations of a like nature incurred in the ordinary course of
               business;

<PAGE>
                                                                              50

                     (f) easements, rights-of-way, restrictions and other
               similar encumbrances incurred in the ordinary course of business
               and encumbrances consisting of zoning restrictions, easements,
               licenses, restrictions on the use of property or minor
               imperfections in title thereto that, in the aggregate, are not
               material in amount, and that do not in any case materially
               detract from the value of the property subject thereto or
               interfere with the ordinary conduct of the business of the
               Company or any of its Subsidiaries;

                     (g) Liens on property of any corporation that becomes a
               Subsidiary of the Company after the date of this Agreement;
               provided that such Liens are in existence at the time such
               corporation becomes a Subsidiary of the Company and were not
               created in anticipation thereof;

                     (h) Liens upon real and/or tangible personal property
               acquired after the date hereof (by purchase, construction or
               otherwise) by the Company or any of its Subsidiaries, each of
               which Liens either (A) existed on such property before the time
               of its acquisition and was not created in anticipation thereof or
               (B) was created solely for the purpose of securing Indebtedness
               representing, or incurred to finance, refinance or refund, the
               cost (including the cost of construction) of such property;
               provided that no such Lien shall extend to or cover any property
               of the Company or such Subsidiary other than the property so
               acquired and improvements thereon;

                     (i) additional Liens upon real and/or personal property
               created after the date hereof; provided that the aggregate
               Indebtedness secured thereby and incurred on and after the date
               hereof shall not exceed $25,000,000 in the aggregate at any one
               time outstanding; and

                     (j) any extension, renewal or replacement of the foregoing;
               provided that the Liens permitted hereunder shall not be spread
               to cover any additional Indebtedness or property (other than a
               substitution of like property).

                  SECTION 6.02. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (such an arrangement, a "Sale
and Lease-Back Transaction"), other than (i) Sale and Lease-Back Transactions
entered into in connection with the financing of aircraft to be used in
connection with the Company's business capitalized on the books of the Company
or treated as operating leases if the aggregate sale price of all such Sale and
Lease-Back Transactions does not exceed $25,000,000 in aggregate amount at any
time outstanding, and (ii) Sale and Lease-Back Transactions capitalized on the
books of the Company or treated as operating leases (other than a Sale and
Lease-Back Transaction permitted by clause (i) above) if the aggregate sale
price of all such Sale and Lease-Back Transactions does not exceed $25,000,000
in aggregate amount at any time outstanding.

<PAGE>
                                                                              51

                  SECTION 6.03. Mergers, Sales of Assets, etc. (a) In the case
of any Borrower, consolidate or merge with or into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any person, unless:

                     (i) the corporation formed by such consolidation or merger
               or the person which acquires by conveyance or transfer, or which
               leases, the properties and assets of such Borrower substantially
               as an entirety shall be a corporation organized and existing
               under the laws of the United States of America or any state or
               the District of Columbia and shall expressly assume, by an
               agreement supplemental hereto, executed and delivered to each
               other party hereto, in form satisfactory to the Administrative
               Agent, the due and punctual payment of the principal of and
               interest on the Loans and all other obligations of such Borrower
               under the Loan Documents and the performance or observance of
               every covenant of this Agreement on the part of such Borrower to
               be performed or observed;

                     (ii) immediately after giving effect to such transaction,
               no Default or Event of Default shall have occurred and be
               continuing; and

                     (iii) the Company shall have delivered to the
               Administrative Agent an officers' certificate and an opinion of
               counsel, each stating that such consolidation, merger,
               conveyance, transfer or lease and such supplemental agreement
               comply with this paragraph (a) and that all conditions precedent
               herein provided for relating to such transaction have been
               complied with.

                  (b) Upon any consolidation by any Borrower with or merger by
any Borrower into any other corporation or any conveyance, transfer or lease of
the properties and assets of any Borrower substantially as an entirety in
accordance with paragraph (a) above, the successor corporation formed by such
consolidation or into which such Borrower is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the applicable Borrower under the Loan
Documents with the same effect as if such successor corporation had been named
as a Borrower herein, and thereafter, the predecessor corporation shall be
relieved of all obligations and covenants under the Loan Documents.

                  SECTION 6.04. Lines of Business; Fiscal Year. Engage or invest
in operations engaging to any substantial extent in any line or lines of
business activity other than the business of manufacturing, providing,
distributing and selling such diverse goods and industrial services, principally
for industrial, commercial, construction and defense applications, the same or
similar to those goods and services as are manufactured, provided, distributed
and sold by the Company on the date hereof. In the case of the Company, change
its fiscal year end from that in effect at December 31, 1999.

                  SECTION 6.05. Transactions with Affiliates. Sell or transfer
any property or assets to, or purchase or acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except that as long as no Default or Event of Default shall have occurred and be
continuing, the Company or any

<PAGE>
                                                                              52

Subsidiary may engage in any of the foregoing transactions 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.

                  SECTION 6.06. Net Worth. The Company will not permit its Net
Worth at any time to be less than $475,000,000.

                  SECTION 6.07. Total Debt to Total Capital Ratio. The Company
will not permit the ratio of Total Debt to Total Capital at any time on or after
the date hereof to exceed the ratio 0.60 to 1.


                                  ARTICLE VII

                                Events of Default
                                -----------------

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

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

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

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

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

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

<PAGE>
                                                                              53

                     (f) (i) the Company or any Subsidiary shall (A) fail to pay
               any principal or interest, regardless of amount, due in respect
               of any Indebtedness in a principal amount in excess of (I)
               $20,000,000, in the case of any single obligation, or (II)
               $20,000,000, in the case of all obligations in the aggregate, in
               each case, when and as the same shall become due and payable, or
               (B) fail to observe or perform any other term, covenant,
               condition or agreement contained in any agreement or instrument
               evidencing or governing any Indebtedness in an aggregate
               principal amount in excess of $20,000,000 and such failure shall
               continue beyond any applicable grace period; or (ii) Indebtedness
               of the Company and its Subsidiaries, or any of them, in a
               principal amount in excess of (A) $20,000,000, in the case of any
               single obligation, or (B) $20,000,000, in the case of all
               obligations in the aggregate, shall be declared due and payable
               or required to be prepaid prior to its stated maturity;

                     (g) an involuntary proceeding shall be commenced or an
               involuntary petition shall be filed in a court of competent
               jurisdiction seeking (i) relief in respect of any Borrower or any
               Subsidiary, or of a substantial part of the property or assets of
               any Borrower or a Subsidiary, under Title 11 of the United States
               Code, as now constituted or hereafter amended, or any other
               Federal or state bankruptcy, insolvency, receivership or similar
               law (or similar statute or law in any other jurisdiction), (ii)
               the appointment of a receiver, trustee, custodian, sequestrator,
               conservator or similar official for any Borrower or any
               Subsidiary or for a substantial part of the property or assets of
               any Borrower or a Subsidiary or (iii) the winding-up or
               liquidation of any Borrower or any Subsidiary; and such
               proceeding or petition shall continue undismissed for 30 days or
               an order or decree approving or ordering any of the foregoing
               shall be entered;

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

                     (i) one or more judgments for the payment of money in an
               aggregate amount in excess of $10,000,000 (exclusive of amounts
               fully covered by insurance where the insurer has admitted
               liability in respect of such judgment) or in excess of
               $20,000,000 (regardless of insurance coverage) shall be rendered
               against any Borrower, any Subsidiary or any combination thereof
               and the same shall remain undischarged for a period of 60
               consecutive days during which 60 days execution shall not be
               effectively stayed, or otherwise being appropriately contested in

<PAGE>
                                                                              54

               good faith, or any action shall be legally taken by a judgment
               creditor to levy upon assets or properties of any Borrower or any
               Subsidiary to enforce any such judgment;

                     (j) a Reportable Event or Reportable Events, or a failure
               to make a required installment or other payment (within the
               meaning of Section 412(n)(l) of the Code), shall have occurred
               with respect to any Plan or Plans that reasonably could be
               expected to result in liability of any Borrower to the PBGC or to
               a Plan in an aggregate amount exceeding $5,000,000 and, within 30
               days after the reporting of any such Reportable Event to the
               Administrative Agent or after the receipt by the Administrative
               Agent of the statement required pursuant to Section 5.06, the
               Administrative Agent shall have notified such Borrower in writing
               that (i) the Required Lenders have made a determination that, on
               the basis of such Reportable Event or Reportable Events or the
               failure to make a required payment, there are reasonable grounds
               (A) for the termination of such Plan or Plans by the PBGC, (B)
               for the appointment by the appropriate United States District
               Court of a trustee to administer such Plan or Plans or (C) for
               the imposition of a lien in favor of a Plan and (ii) as a result
               thereof an Event of Default exists hereunder; or a trustee shall
               be appointed by a United States District Court to administer any
               such Plan or Plans; or the PBGC shall institute proceedings to
               terminate any Plan or Plans;

                     (k) an "Event of Default" shall have occurred as defined
               under the Five-Year Credit Agreement;

                     (l) the Guarantor's guarantee hereunder shall become
               ineffective for any reason or the Guarantor shall deny its
               obligations as a guarantor hereunder in writing; or

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

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

<PAGE>
                                                                              55

shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the
Borrowers, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

                  In order to expedite the transactions contemplated by this
Agreement, JPMorgan Chase Bank is hereby appointed to act as Administrative
Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably
authorizes the Administrative Agent to take such actions on behalf of such
Lender or holder and to exercise such powers as are specifically delegated to
the Administrative Agent by the terms and provisions hereof and of the other
Loan Documents, together with such actions and powers as are reasonably
incidental thereto. The Administrative Agent is hereby expressly authorized by
the Lenders, without hereby limiting any implied authority, (a) to receive on
behalf of the Lenders all payments of principal of and interest on the Loans and
all other amounts due to the Lenders hereunder, and promptly to distribute to
each Lender its proper share of each payment so received; (b) as provided in
Article VII, to give notice on behalf of each of the Lenders to the Borrowers of
any Event of Default specified in this Agreement of which the Administrative
Agent has actual knowledge acquired in connection with its agency hereunder; and
(c) to distribute to each Lender copies of all notices, financial statements and
other materials delivered by any Borrower pursuant to this Agreement as received
by the Administrative Agent.

                  The Administrative Agent is hereby authorized to designate one
of its affiliates (the "Agent Designee") to perform the functions of the
Administrative Agent with respect to Alternative Currency Borrowings. The
Administrative Agent shall designate the Agent Designee by notice to the Company
and the Lenders (and may from time to time replace the Agent Designee with any
of its affiliates by notice to the Company and the Lenders). Upon and after any
such designation, (i) copies of all Borrowing Requests, Competitive Bid
Requests, Competitive Bids and all other notices required to be delivered
hereunder with respect to Alternative Currency Borrowings shall be delivered to
both the Administrative Agent and the Agent Designee and (ii) all references
hereunder to the "Administrative Agent" and "Administrative Agent in London" in
the context of Alternative Currency Borrowings shall be construed as including
references to the Agent Designee. The Administrative Agent hereby designates
Chase Manhattan International Limited as the initial Agent Designee.

                  Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable as such for any action taken or
omitted by any of them except for its or his own gross negligence or wilful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrowers of any of the terms,

<PAGE>
                                                                              56

conditions, covenants or agreements contained in any Loan Document. The
Administrative Agent shall not be responsible to the Lenders for the due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement, or any other Loan Documents or other instruments or agreements. The
Administrative Agent shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. The Administrative Agent shall, in the absence of knowledge to the
contrary, be entitled to rely on any instrument or document believed by it in
good faith to be genuine and correct and to have been signed or sent by the
proper person or persons. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall have any responsibility to the
Borrowers on account of the failure of or delay in performance or breach by any
Lender of any of its obligations hereunder or to any Lender on account of the
failure of or delay in performance or breach by any other Lender or the
Borrowers of any of their respective obligations hereunder or under any other
Loan Document or in connection herewith or therewith. The Administrative Agent
may execute any and all duties hereunder by or through agents or employees and
shall be entitled to rely upon the advice of legal counsel selected by it with
respect to all matters arising hereunder and shall not be liable for any action
taken or suffered in good faith by it in accordance with the advice of such
counsel.

                  The Lenders hereby acknowledge that the Administrative Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement unless it shall be requested in
writing to do so by the Required Lenders.

                  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. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor bank, 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. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.05 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.

                  With respect to the Loans made by it hereunder, the
Administrative Agent in its individual capacity and not as Administrative Agent
shall have the same rights and powers as any other Lender and may exercise the
same as though it were not the Administrative Agent, and the Administrative
Agent and its Affiliates may accept

<PAGE>
                                                                              57

deposits from, lend money to and generally engage in any kind of business with
the Borrowers or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent.

                  Each Lender agrees (i) to reimburse the Administrative Agent,
on demand, in the amount of its pro rata share (based on its Commitment
hereunder) of any expenses incurred for the benefit of the Lenders by the
Administrative Agent, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless
the Administrative Agent and any of its directors, officers, employees or
agents, on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against it in its
capacity as the Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Borrowers; provided
that no Lender shall be liable to the Administrative Agent for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
wilful misconduct of the Administrative Agent or any of its directors, officers,
employees or agents.

                  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
or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.


                                   ARTICLE IX

                                    Guarantee
                                    ---------

                  SECTION 9.01. Guarantee. The Guarantor hereby guarantees to
each Lender and the Administrative Agent and their respective successors and
assigns the prompt payment in full when due (whether at stated maturity, by
acceleration, by optional prepayment or otherwise) of the principal of and
interest on the Loans made by the Lenders to any Approved Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent by
any Approved Borrower under this Agreement or pursuant to its Designation
Letter, strictly in accordance with the terms thereof (such obligations being
herein collectively called the "Guaranteed Obligations"). The Guarantor hereby
further agrees that if any Approved Borrower shall fail to pay in full

<PAGE>
                                                                              58

when due (whether at stated maturity, by acceleration, by optional prepayment or
otherwise) any of the Guaranteed Obligations, the Guarantor will promptly pay
the same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.

                  SECTION 9.02. Obligations Unconditional. The obligations of
the Guarantor under Section 9.01 hereof are absolute and unconditional
irrespective of the value, genuineness, validity, regularity or enforceability
of the obligations of any Approved Borrower under this Agreement or any other
agreement or instrument referred to herein or therein (including, without
limitation, any Designation Letter), or any substitution, release or exchange of
any other guarantee of or security for any of the Guaranteed Obligations, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 9.02 that the obligations of the Guarantor hereunder shall be absolute
and unconditional under any and all circumstances. Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or more
of the following shall not affect the liability of the Guarantor hereunder:

                     (i) at any time or from time to time, without notice to the
               Guarantor, the time for any performance of or compliance with any
               of the Guaranteed Obligations shall be extended, or such
               performance or compliance shall be waived;

                     (ii) any of the acts mentioned in any of the provisions of
               this Agreement or any other agreement or instrument referred to
               herein or therein shall be done or omitted; or

                     (iii) the maturity of any of the Guaranteed Obligations
               shall be accelerated, or any of the Guaranteed Obligations shall
               be modified, supplemented or amended in any respect, or any right
               under this Agreement or any other agreement or instrument
               referred to herein or therein shall be waived or any other
               guarantee of any of the Guaranteed Obligations or any security
               therefor shall be released or exchanged in whole or in part or
               otherwise dealt with.

The Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any
Approved Borrower under this Agreement or any other agreement or instrument
referred to herein or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

                  SECTION 9.03. Reinstatement. The obligations of the Guarantor
under this Article IX shall be automatically reinstated if and to the extent
that for any reason

<PAGE>
                                                                              59

any payment by or on behalf of any Approved Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise and the Guarantor agrees that it will
indemnify the Administrative Agent and each Lender on demand for all reasonable
costs and expenses (including, without limitation, fees of counsel) incurred by
the Administrative Agent or such Lender in connection with such rescission or
restoration.

                  SECTION 9.04. Subrogation. The Guarantor hereby irrevocably
waives all rights of subrogation or contribution, whether arising by operation
of law (including, without limitation, any such right arising under Title 11 of
the United States Code) or otherwise, by reason of any payment by it pursuant to
the provisions of this Article IX and further agrees that for the benefit of
each of its creditors (including, without limitation, each Lender and the
Administrative Agent) that any such payment by it of the Guaranteed Obligations
of any Approved Borrower shall constitute a contribution of capital by the
Guarantor to such Approved Borrower.

                  SECTION 9.05. Remedies. The Guarantor agrees that, as between
the Guarantor and the Lenders, the obligations of any Approved Borrower under
this Agreement may be declared to be forthwith due and payable as provided in
Article VII hereof (and shall be deemed to have become automatically due and
payable in the circumstances provided in said Article VII) for purposes of
Section 9.01 hereof notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due
and payable) as against any Approved Borrower and that, in the event of such
declaration (or such obligations being deemed to have become automatically due
and payable), such obligations (whether or not due and payable by such Approved
Borrower) shall forthwith become due and payable by the Guarantor for purposes
of such Section 9.01.

                  SECTION 9.06. Continuing Guarantee. The guarantee in this
Article IX is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.


                                   ARTICLE X

                                  Miscellaneous
                                  -------------

                  SECTION 10.01. Notices. Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

                     (a) if to the Company, to it at P.O. Box 8888, Camp Hill,
               Pennsylvania 17001-8888, Attention of Salvatore D. Fazzolari
               (Telecopy No. 717-763-6402);

                     (b) if to an Approved Borrower, to it at its address as set
               forth in its Designation Letter;

<PAGE>
                                                                              60

                     (c) if to the Administrative Agent, to JPMorgan Chase Bank,
               One Chase Manhattan Plaza, New York, New York 10081, Attention of
               Anne Bowles (Telecopy No. 212-552-7500), with copies to JPMorgan
               Chase Bank, 270 Park Avenue, New York, New York 10017, Attention
               of Tina Ruyter (Telecopy No. 212-270-5120) and, with respect to
               any Alternative Currency Borrowing, to J.P. Morgan Europe
               Limited, 9 Thomas More St., London, England E1W9YT, Attention of
               Steve Clarke (Telecopy No. +44-20-7777-2360) or to any other
               Agent Designee as directed by the Administrative Agent; and

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

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy, or on the date five Business days after dispatch by certified or
registered mail, in each case delivered, sent or mailed (properly addressed) to
such party as provided in this Section 10.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 10.01.

                  SECTION 10.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by the Borrowers herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, regardless of any investigation made by the Lenders or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any Fee or any other amount payable under
this Agreement or any other Loan Document is outstanding and unpaid and so long
as the Commitments have not been terminated.

                  SECTION 10.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Company and the Administrative
Agent and when the Administrative Agent shall have received copies hereof which,
when taken together, bear the signatures of each Lender, and thereafter shall be
binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and each Lender and their respective successors and assigns, except that the
Borrowers shall not have the right to assign rights hereunder or any interest
herein without the prior consent of all the Lenders.

                  SECTION 10.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrowers, the Administrative
Agent or the Lenders that are contained in this Agreement shall bind and inure
to the benefit of their respective successors and assigns.

<PAGE>
                                                                              61

                  (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or
an Affiliate of such Lender, the Company and the Administrative Agent must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld and in the case of the Company, shall not be required
during the continuation of an Event of Default), (ii) each such assignment shall
be of a constant, and not a varying, percentage of all the assigning Lender's
rights and obligations under this Agreement, (iii) the amount of the Commitment
of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 (or, if smaller,
such Lender's remaining Commitment) and the amount of the Commitment of such
Lender remaining after such assignment shall not be less than $5,000,000 or
shall be zero, (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, and 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 (e) of this
Section 10.04, 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, (A) the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement and (B) the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto (but shall continue to
be entitled to the benefits of Sections 2.13, 2.15, 2.19 and 10.05, as well as
to any Fees accrued for its account hereunder and not yet paid)).
Notwithstanding the foregoing, any Lender assigning its rights and obligations
under this Agreement may retain any Competitive Loans made by it outstanding at
such time, and in such case shall retain its rights hereunder in respect of any
Loans so retained until such Loans have been repaid in full in accordance with
this Agreement.

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment, if any, and the outstanding balances of its Standby Loans and
Competitive Loans, if any, in each case without giving effect to assignments
thereof which have not become effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto or the financial condition of
the Company or any Subsidiary or

<PAGE>
                                                                              62

the performance or observance by any Borrower of any of its obligations under
this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto; (iii) such assignee represents and warrants that it
is legally authorized to enter into such Assignment and Acceptance; (iv) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
5.04 and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and
Acceptance; (v) such assignee will independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

                  (d) The Administrative Agent 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 in the absence of manifest error and
the Borrower, the Administrative Agent and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. 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.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of the Company and
the Administrative Agent to such assignment, 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.

                  (f) Upon giving written notice to the Company, each Lender may
without the consent of the Company or the Administrative Agent sell
participations to one or more banks or other entities in all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.13, 2.15 and 2.19 to the same extent as if they were Lenders and (iv) the
Borrowers, the

<PAGE>
                                                                              63

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, and such Lender shall retain the sole right to
enforce the obligations of the Borrowers relating to the Loans and to approve
any amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable hereunder
or the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or changing or extending the Commitments).

                  (g) Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 10.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrowers furnished to such
Lender by or on behalf of the Borrowers; provided that, prior to any such
disclosure of information designated by the Company as confidential, each such
assignee or participant or proposed assignee or participant shall execute an
agreement whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information. It
is understood that confidential information relating to the Borrowers would not
ordinarily be provided in connection with assignments or participations of
Competitive Loans.

                  (h) Any Lender may at any time assign all or any portion of
its rights under this Agreement to a Federal Reserve Bank; provided that no such
assignment shall release a Lender from any of its obligations hereunder. In
order to facilitate such an assignment to a Federal Reserve Bank, the applicable
Borrower shall, at the request of the assigning Lender, duly execute and deliver
to the assigning Lender a promissory note or notes evidencing the Loans made to
such Borrower by the assigning Lender hereunder.

                  (i) The Borrowers shall not assign or delegate any of their
rights or duties hereunder, except as permitted by Section 6.03.

                  SECTION 10.05. Expenses; Indemnity. (a) Each Borrower agrees
to pay all out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation of this Agreement and the other Loan Documents
or in connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by the Administrative Agent or any Lender in connection
with the enforcement or protection of their rights in connection with this
Agreement and the other Loan Documents or in connection with the Loans made
hereunder, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection
with any such amendment, modification or waiver or any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
for the Administrative Agent or any Lender. Each Borrower further agrees that it
shall indemnify the Lenders from and hold them harmless against any documentary
taxes, assessments or charges made by any Governmental Authority by reason of
the execution and delivery of this Agreement or any of the other Loan Documents.

<PAGE>
                                                                              64

                  (b) Each Borrower agrees to indemnify the Administrative
Agent, each Lender, any of their respective Affiliates that have made Loans as
provided in Section 2.2(b) and the respective directors, officers, employees and
agents of the foregoing persons (each such person being called an "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated thereby, the performance by the parties thereto of their
respective obligations thereunder or the consummation of the transactions
contemplated thereby, (ii) the actual or proposed use of the proceeds of the
Loans, (iii) any claim, litigation, investigation or proceeding relating to any
of the foregoing, whether or not any Indemnitee is a party thereto or (iv) any
actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower or its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or its subsidiaries; 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 by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

                  (c) The provisions of this Section 10.05 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent or any Lender. All amounts due
under this Section 10.05 shall be payable on written demand therefor.

                  SECTION 10.06. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender (and any of its Affiliates that
have made Loans as provided in Section 2.2(b)) 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
(or such Affiliates) to or for the credit or the account of any Borrower against
any of and all the obligations of such Borrower now or hereafter existing under
this Agreement and other Loan Documents held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or
such other Loan Document 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.

                  SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

<PAGE>
                                                                              65

                  SECTION 10.08. Waivers; Amendment. (a) No failure or delay of
the Administrative Agent or any Lender in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies which
they would otherwise have. No waiver of any provision of this Agreement or any
other Loan Document 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. No notice or demand on any
Borrower in any case shall entitle such Borrower to any other or further notice
or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Company and the Required Lenders; provided, however,
that no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior written
consent of each Lender affected thereby, (ii) change or extend the Commitment or
decrease the Utilization Fees or Facility Fees of any Lender without the prior
written consent of such Lender, or (iii) amend or modify the provisions of
Section 2.16, the provisions of Article IX, the provisions of this Section or
the definition of "Required Lenders", without the prior 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 10.09. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the applicable interest rate,
together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable on the Loan of such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

                  SECTION 10.10. Entire Agreement. This Agreement and the other
Loan Documents constitute the entire contract between the parties relative to
the subject matter hereof. Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

<PAGE>
                                                                              66

                  SECTION 10.11. Waiver of Jury Trial. Each party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in respect of any litigation directly or indirectly arising
out of, under or in connection with this Agreement or any of the other Loan
Documents. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the other Loan Documents, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 10.11.

                  SECTION 10.12. Severability. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 10.13. Judgment Currency. (a) The Borrowers'
obligations hereunder and under the other Loan Documents to make payments in
Dollars or in any Alternative Currency (the "Obligation Currency") shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent or a Lender of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent or such
Lender under this Agreement or the other Loan Documents. If, for the purpose of
obtaining or enforcing judgment against any Borrower or in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being hereinafter referred to
as the "Judgment Currency") an amount due in the Obligation Currency, the
conversion shall be made at the Alternative Currency Equivalent or Dollar
Equivalent, in the case of any Alternative Currency or Dollars, and, in the case
of other currencies, the rate of exchange (as quoted by the Administrative Agent
or if the Administrative Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Administrative
Agent) determined, in each case, as of the date immediately preceding the day on
which the judgment is given (such Business Day being hereinafter referred to as
the "Judgment Currency Conversion Date").

                  (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
as a separate obligation and notwithstanding any judgment, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the rate
of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with

<PAGE>
                                                                              67

the amount of Judgment Currency stipulated in the judgment or judicial award at
the rate of exchange prevailing on the Judgment Currency Conversion Date.

                  (c) For purposes of determining the Alternative Currency
Equivalent or Dollar Equivalent or rate of exchange for this Section, such
amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

                  SECTION 10.14. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 10.03.

                  SECTION 10.15. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 10.16. Jurisdiction; Consent to Service of Process.
(a) Each Borrower hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, 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 any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Borrower or its properties in
the courts of any jurisdiction.

                  (b) 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 or the other
Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

                  (c) 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 10.17. Tax Disclosure. Notwithstanding anything herein
to the contrary, each Borrower, each Lender and the Agent (and any employee,
representative

<PAGE>
                                                                              68

or other agent of any of the foregoing) may disclose to any and all persons,
without limitation of any kind, the U.S. federal income tax treatment and the
U.S. federal income tax structure of the transactions contemplated hereby and
all materials of any kind (including opinions or other tax analyses) that are
provided to any of the foregoing relating to such tax treatment and tax
structure. However, no disclosure of any information relating to such tax
treatment or tax structure may be made to the extent nondisclosure is reasonably
necessary in order to comply with applicable securities laws.




























<PAGE>
                                                                              69

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


                                        HARSCO CORPORATION,


                                        by:
                                             /s/ Salvatore D. Fazzolari
                                             -----------------------------------
                                             Name: Salvatore D. Fazzolari
                                             Title: Senior Vice President, Chief
                                             Financial Officer and Treasurer



                                        JPMORGAN CHASE BANK, individually and as
                                        Administrative Agent,


                                        by:
                                             /s/ Tina L. Ruyter
                                             -----------------------------------
                                             Name: Tina L. Ruyter
                                             Title: Vice President









<PAGE>

                                                               SIGNATURE PAGE to
                                                              HARSCO CORPORATION
                                                            AMENDED AND RESTATED
                                                        364-DAY CREDIT AGREEMENT



               Name of Institution:      JPMorgan Chase Bank
                                         ---------------------------

                                    by:
                                         /s/ Tina L. Ruyter
                                         ---------------------------
                                         Name: Tina L. Ruyter
                                         Title: Vice President


               Name of Institution:      Bank of Tokyo-Mitsubishi Trust Company
                                         --------------------------------------

                                    by:
                                         /s/ Christian Giordano
                                         ---------------------------
                                         Name: Christian Giordano
                                         Title: Vice President


               Name of Institution:      Banco Bilbao Vizcaya Argentaria, S.A.
                                         -------------------------------------

                                    by:
                                         /s/ Jay Levit
                                         ---------------------------
                                         Name: Jay Levit
                                         Title: Vice President
                                                Global Corporate Banking

                                    by:
                                         /s/ Santiago Hernandez
                                         ---------------------------
                                         Name: Santiago Hernandez
                                         Title: Vice President
                                                Global Corporate Banking


               Name of Institution:      Citicorp North America, Inc.
                                         ----------------------------

                                    by:

                                         /s/ William G. Martens, III
                                         ---------------------------
                                         Name: William G. Martens, III
                                         Title: Managing Director

<PAGE>
                                                                   2

               Name of Institution:      ING Luxembourg
                                         ---------------------------

                                    by:
                                         /s/ Vincent Vermeire
                                         ---------------------------
                                         Name: Vincent Vermeire
                                         Title: Corporate & Institutional
                                                Banking Senior Manager

                                    by:

                                         /s/ Alexandre Cayphas
                                         ---------------------------
                                         Name: Alexandre Cayphas
                                         Title: Corporate Product Manager


               Name of Institution:      Lloyds TSB Bank plc
                                         ---------------------------

                                    by:
                                         /s/ Richard M. Heath
                                         ---------------------------
                                         Name: Richard M. Heath
                                         Title: Vice President,
                                                Corporate Banking, USA

                                    by:

                                         /s/ Catherine Rankin
                                         ---------------------------
                                         Name: Catherine Rankin
                                         Title: Assistant Vice President,
                                                Corporate Banking, USA



               Name of Institution:      Manufacturers and Traders Trust Company
                                         ---------------------------------------

                                    by:
                                         /s/ Joshua C. Becker
                                         ---------------------------
                                         Name: Joshua C. Becker
                                         Title: Officer


               Name of Institution:      PNC Bank, National Association
                                         ------------------------------

                                    by:
                                         /s/ Robert J. Giannone
                                         ---------------------------
                                         Name: Robert J. Giannone
                                         Title: Vice President


<PAGE>
                                                                               3


               Name of Institution:      Suntrust Bank
                                         ---------------------------

                                    by:
                                         /s/ Stephen Derby
                                         ---------------------------
                                         Name: Stephen Derby
                                         Title: Director


               Name of Institution:      Svenska Handelsbanken AB (PUBL)
                                         -------------------------------

                                    by:
                                         /s/ Jonas Daun
                                         ---------------------------
                                         Name: Jonas Daun
                                         Title: Senior Vice President

                                    by:
                                         /s/ Mikael Westerback
                                         ---------------------------
                                         Name: Mikael Westerback
                                         Title: Vice President


               Name of Institution:      The Royal Bank of Scotland plc
                                         ------------------------------

                                    by:
                                         /s/ Julian Dakin
                                         ---------------------------
                                         Name: Julian Dakin
                                         Title: Senior Vice President


               Name of Institution:      Wachovia Bank, NA
                                         ---------------------------

                                    by:
                                         /s/ Brian D. Smith
                                         ---------------------------
                                         Name: Brian D. Smith
                                         Title: Associate