<PAGE>

                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY

================================================================================

                                 US$500,000,000
                       364-DAY REVOLVING CREDIT AGREEMENT

                                   dated as of

                                  June 28, 2002

                                      among

                              LIMITED BRANDS, INC.,

                            The Lenders Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                   ----------

                              BANK OF AMERICA, N.A.
                                       and
                                 CITIBANK, N.A.,
                            as Co-Syndication Agents

                                       and

                                  HSBC BANK USA
                                       and
                              FLEET NATIONAL BANK,
                           as Co-Documentation Agents

                                       and

                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                   as Joint Advisors, Joint Lead Arrangers and
                                Joint Bookrunners

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Pages
                                                                                      -----
<S>             <C>                                                                     <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.   Defined Terms .....................................................      1
SECTION 1.02.   Classification of Loans and Borrowings ............................     19
SECTION 1.03.   Terms Generally ...................................................     19
SECTION 1.04.   Accounting Terms; GAAP ............................................     20

                                   ARTICLE II

                                   The Credits

SECTION 2.01.   Commitments .......................................................     20
SECTION 2.02.   Loans and Borrowings ..............................................     20
SECTION 2.03.   Requests for Revolving Borrowings .................................     21
SECTION 2.04.   Competitive Bid Procedure .........................................     22
SECTION 2.05.   Funding of Borrowings .............................................     25
SECTION 2.06.   Interest Elections ................................................     26
SECTION 2.07.   Termination, Reduction and Increase of Commitments ................     27
SECTION 2.08.   Repayment of Loans; Evidence of Indebtedness ......................     30
SECTION 2.09.   Prepayment of Loans ...............................................     31
SECTION 2.10.   Fees ..............................................................     31
SECTION 2.11.   Interest...........................................................     33
SECTION 2.12.   Alternate Rate of Interest ........................................     35
SECTION 2.13.   Increased Costs ...................................................     36
SECTION 2.14.   Break Funding Payments ............................................     37
SECTION 2.15.   Taxes .............................................................     38
SECTION 2.16.   Payments Generally; Pro Rata Treatment; Sharing Set-offs ..........     40
SECTION 2.17.   Mitigation Obligations; Replacement of Lenders ....................     41
SECTION 2.18.   Term-Out Option ...................................................     43

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.   Corporate Existence and Power .....................................     44
</TABLE>

<PAGE>

                                                                               2

<TABLE>
<S>             <C>                                                                     <C>
SECTION 3.02.   Corporate and Governmental Authorization; No Contravention ........     44
SECTION 3.03.   Binding Effect ....................................................     44
SECTION 3.04.   Financial Information .............................................     44
SECTION 3.05.   Litigation and Environmental Matters ..............................     45
SECTION 3.06.   Subsidiaries ......................................................     46
SECTION 3.07.   Not an Investment Company .........................................     46
SECTION 3.08.   ERISA .............................................................     46
SECTION 3.09.   Taxes .............................................................     46
SECTION 3.10.   Disclosure ........................................................     47

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.   Effective Date ....................................................     47
SECTION 4.02.   Each Credit Event .................................................     48

                                    ARTICLE V

                                    Covenants

SECTION 5.01.   Information .......................................................     49
SECTION 5.02.   Maintenance of Properties .........................................     51
SECTION 5.03.   Maintenance of Insurance ..........................................     51
SECTION 5.04.   Preservation of Corporate Existence ...............................     52
SECTION 5.05.   Inspection of Property, Books and Records .........................     52
SECTION 5.06.   Fixed Charge Coverage Ratio .......................................     52
SECTION 5.07.   Debt to Capital Ratio .............................................     52
SECTION 5.08.   Limitations on Liens ..............................................     53
SECTION 5.09.   Compliance with Laws ..............................................     54
SECTION 5.10.   Limitations on Subsidiary Indebtedness ............................     54
SECTION 5.11.   Transactions with Affiliates ......................................     54
SECTION 5.12.   Consolidations, Mergers and Sales of Assets .......................     55

                                   ARTICLE VI

                         Events of Default and Remedies

SECTION 6.01.   Events of Default .................................................     55
SECTION 6.02.   Remedies ..........................................................     60
SECTION 6.03.   Notice of Default .................................................     60

                                   ARTICLE VII

                            The Administrative Agent
</TABLE>

<PAGE>

                                                                               3

                                  ARTICLE VIII

                                  Miscellaneous

<TABLE>
<S>             <C>                                                                     <C>
SECTION 8.01.   Notices ...........................................................     63
SECTION 8.02.   Waivers; Amendments ...............................................     64
SECTION 8.03.   Expenses; Indemnity; Damage Waiver ................................     65
SECTION 8.04.   Successors and Assigns ............................................     67
SECTION 8.05.   Survival ..........................................................     70
SECTION 8.06.   Counterparts; Integration; Effectiveness ..........................     70
SECTION 8.07.   Severability ......................................................     71
SECTION 8.08.   Right of Setoff ...................................................     71
SECTION 8.09.   Governing Law; Jurisdiction; Consent to Service of Process ........     71
SECTION 8.10.   WAIVER OF JURY TRIAL ..............................................     72
SECTION 8.11.   Headings ..........................................................     72
SECTION 8.12.   Confidentiality ...................................................     72
SECTION 8.13.   Interest Rate Limitation ..........................................     73
SECTION 8.14.   Waiver Under Existing Credit Agreement ............................     74
SECTION 8.15.   Collateral ........................................................     74
</TABLE>

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.05 -- Disclosed Matters
Schedule 5.08 -- Existing Liens

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of General Counsel
Exhibit B-2 -- Form of Opinion of Borrower's Counsel

<PAGE>

                    364-DAY CREDIT AGREEMENT dated as of June 28, 2002 among
               LIMITED BRANDS, INC., the LENDERS party hereto, JPMORGAN CHASE
               BANK, as Administrative Agent, and BANK OF AMERICA, N.A., as
               Syndication Agent.

          The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

          "Administrative Agent" means JPMorgan Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

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

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

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

<PAGE>

                                                                               2

          "Applicable Rate" means, for any day, with respect to any Eurodollar
Revolving Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"Eurodollar Spread" or "Facility Fee Rate", as the case may be, based upon the
ratings by Moody's and S&P, respectively, applicable on such date to the Index
Debt, provided that the rates per annum set forth below under the caption
"Eurodollar Spread" shall increase by 0.25% per annum after the Termination
Date:

===============================================
                      Eurodollar   Facility Fee
Index Debt Ratings:     Spread         Rate
-----------------------------------------------
    Category 1
       A/A2              0.190%        0.060%
-----------------------------------------------
    Category 2
      A-/A3              0.305%        0.070%
-----------------------------------------------
    Category 3
     BBB+/Baa1           0.400%        0.100%
-----------------------------------------------
    Category 4
     BBB/Baa2            0.500%        0.125%
-----------------------------------------------
    Category 5
     BBB-/Baa3           0.700%        0.175%
===============================================

          For purposes of the foregoing, (a) if either Moody's or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) the
Applicable Rate shall be determined on the basis of the rating agency that does
then have a rating for the Index Debt in effect, (b) if neither Moody's nor S&P
has in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition) then the
Index Debt shall be deemed to be rated in Category 5, (c) the Index Debt shall
be deemed to be rated in Category 5 at any time that an Event of Default has
occurred and is continuing, (d) if the ratings established or deemed to have
been established by Moody's or S&P for the Index Debt are not in the same
Category, then the Applicable Rate will be determined by reference to the
Category next above that of the lower of the two ratings and (e) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in an Applicable
Rate 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 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 Borrower and the Lenders shall negotiate in good faith to

<PAGE>

                                                                               3

amend this definition to reflect such changed rating system, or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, each Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Availability Period" means the period from and including the
Effective Date to but excluding (or, if the Borrower shall have elected to
convert Revolving Loans into a term loan on the Termination Date pursuant to
Section 2.18, including) the earlier of the Termination Date and the date of
termination of the Commitments.

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

          "Borrower" means Limited Brands, Inc., a Delaware corporation.

          "Borrowing" means (a) Revolving Loans of the same Type made converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect or (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

          "Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital" means, at any time of determination, the sum of Consolidated
Debt plus Consolidated Tangible Net Worth.

<PAGE>

                                                                               4

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

          "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
the Permitted Holders of shares representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Borrower or (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated.

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

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

<PAGE>

                                                                               5

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

          "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time
to time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 8.04. The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $500,000,000.

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

          "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

          "Competitive Loan" means a Loan made pursuant to Section 2.04.

          "Consolidated Debt" means, at any date of determination, the sum,
without duplication, of (a) the total Indebtedness of the Borrower and the
Consolidated Subsidiaries at such date, (b) an amount equal to six times the
fixed minimum store rent commitments (less related sublease income) of the
Borrower and the Consolidated Subsidiaries for the then current Fiscal Year, as
reflected in the footnotes to the most recent audited financial statements of
the Borrower, and (c) an amount equal to six times the fixed minimum store rent
commitments (less related sublease income) for the then current Fiscal Year of
any Person other than the Borrower or a Consolidated Subsidiary to the extent
Guaranteed or assumed by the Borrower or any Consolidated Subsidiary, all
determined on a consolidated basis in accordance with GAAP; provided that, for
the purposes of calculating the fixed minimum store rent commitments referred to
in clause (b) or (c) above, if on or prior to the applicable

<PAGE>

                                                                               6

date of determination an acquisition or disposition outside of the ordinary
course of business has occurred that has the effect of increasing or decreasing
any such fixed minimum store rent commitments, then such fixed minimum store
rent commitments shall be determined on a pro forma basis to give effect to such
acquisition or disposition as if such acquisition or disposition had occurred
immediately prior to the commencement of the then current Fiscal Year.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period
and (iv) any extraordinary or nonrecurring charges for such period, and minus
(b) without duplication and to the extent included in determining such
Consolidated Net Income, any extraordinary or nonrecurring gains for such
period, all determined on a consolidated basis in accordance with GAAP.

          "Consolidated EBITDAR" means, for any period, Consolidated EBITDA for
such period plus, without duplication and to the extent deducted in the
determination of such Consolidated EBITDA, consolidated fixed minimum store
rental expense for such period, all determined on a consolidated basis in
accordance with GAAP; provided that, if on or prior to the applicable date of
determination of Consolidated EBITDAR, an acquisition or disposition outside of
the ordinary course of business has occurred that has the effect of increasing
or decreasing Consolidated EBITDAR, then Consolidated EBITDAR shall be
determined on a pro forma basis to give effect to such acquisition or
disposition as if such acquisition or disposition had occurred immediately prior
to the commencement of the period for which Consolidated EBITDAR is to be
determined.

          "Consolidated Fixed Charges" means, for any period, the sum of (a)
consolidated interest expense, both expensed and capitalized (including the
interest component in respect of Capital Lease Obligations), of the Borrower and
the Consolidated Subsidiaries for such period, plus (b) consolidated fixed
minimum store rental expense of the Borrower and the Consolidated Subsidiaries
for such period, all determined on a consolidated basis in accordance with GAAP;
provided that, if on or prior to the applicable date of determination of
Consolidated

<PAGE>

                                                                               7

Fixed Charges, an acquisition or disposition outside of the ordinary course of
business has occurred that has the effect of increasing or decreasing
Consolidated Fixed Charges, then Consolidated Fixed Charges shall be determined
on a pro forma basis to give effect to such acquisition or disposition as if
such acquisition or disposition had occurred immediately prior to the
commencement of the period for which Consolidated Fixed Charges is to be
determined.

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

          "Consolidated Subsidiary" means any Subsidiary (other than an
Unrestricted Subsidiary), the accounts of which are, or are required to be,
consolidated with those of the Borrower in the Borrower's periodic reports filed
under the Securities Exchange Act of 1934.

          "Consolidated Tangible Net Worth" means, at any date of determination
(a) the aggregate amount of all common stock, preferred stock (except preferred
stock having sinking fund payments or other similar payments (but not dividends)
which are due prior to the Maturity Date), additional paid-in capital and
retained earnings (or deficit) less (b) the aggregate amount of (i) all
goodwill, licenses, patents, trademarks, copyrights, trade names, service marks,
experimental or organizational expenses and other similar intangibles and
unamortized debt discount and expense to the extent any of the foregoing arise
on or after July 6, 2001 and (ii) all investments, loans and advances by the
Borrower or any Consolidated Subsidiary in or to any Unrestricted Subsidiary,
all determined with respect to the Borrower and its Consolidated Subsidiaries on
a consolidated basis.

          "Control" means, with respect to a specified Person, the possession,
directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of such Person, whether through the ability to exercise
voting power, by contract or otherwise. "Controlling" and "Controlled" have
correlative meanings.

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

<PAGE>

                                                                               8

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.05.

          "dollars" or "$" refers to lawful money of the United States of
America.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 8.02).

          "Environmental Laws" means all applicable laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating to
the environment, preservation or reclamation of natural resources or the
management, release or threatened release of any Hazardous Material.

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

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

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

<PAGE>

                                                                               9

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

          "Event of Default" has the meaning assigned to such term in Article
VI.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, (b) income,
franchise or similar taxes imposed by the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located or
which are imposed by reason of any present or former connection between such
Lender and the jurisdiction imposing such taxes, other than solely as a result
of this Agreement or any Loan or transaction contemplated thereby, (c) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) or (b) above and (d)
in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.17(b)), any withholding tax that (i) is in effect
and would apply to amounts payable to such Foreign Lender under applicable law
at the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, under applicable law at the time of designation
of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to any withholding tax pursuant to Section 2.15(a), or
(ii) is attributable to such Foreign Lender's failure to comply with Section
2.15(e).

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

<PAGE>

                                                                              10

three Federal funds brokers of recognized standing selected by it.

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

          "Fiscal Year" means the fiscal year of the Borrower which shall
commence on the Sunday following the Saturday on or nearest (whether following
or preceding) January 31 of one calendar year and end on the Saturday on or
nearest (whether following or preceding) January 31 of the following calendar
year.

          "Five-Year Credit Agreement" means the Five-Year Revolving Credit
Agreement dated as of July 13, 2001 among the Borrower, the lenders party
thereto and JPMorgan Chase Bank, as "Administrative Agent" under and as defined
in the Five-Year Credit Agreement.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

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

          "GAAP" means generally accepted accounting principles in the United
States of America.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the

<PAGE>

                                                                              11

economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

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

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

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person in respect of the deferred purchase price of property
(other than inventory) or services (excluding accruals and trade accounts
payable arising in the ordinary course of business), (d) all Indebtedness of
others secured by any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (e) all Guarantees by
such Person of Indebtedness of others, (f) all Capital Lease Obligations of such
Person and (g) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances.

<PAGE>

                                                                              12

          "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

          "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

          "Information Memorandum" means the Confidential Information Memorandum
dated June, 2001 relating to the Borrower and the Transactions.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90 days' duration (unless otherwise specified in
the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

          "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on (i) the date
that is one or two weeks thereafter or (ii) the numerically corresponding day in
the calendar month that is one, two, three or six months thereafter, in each
case as the Borrower may elect and (b) with respect to any Fixed Rate Borrowing,
the period (which shall not be less than seven days or more than 180 days)
commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to

<PAGE>

                                                                              13

the next succeeding Business Day unless, in the case of a Eurodollar Borrowing
with an Interest Period of an integral number of months 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, (ii) any
Interest Period pertaining to a Eurodollar Borrowing with an Interest Period of
an integral number of months that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period and (iii) any
Interest Period that would otherwise end after the Maturity Date will end on the
Maturity Date. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

<PAGE>

                                                                              14

          "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset.

          "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

          "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, financial position or results of operations of the Borrower and the
Consolidated Subsidiaries, taken as a whole, (b) the ability of the Borrower to
perform any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement.

          "Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or more of
the Borrower and its Consolidated Subsidiaries in an aggregate principal amount
exceeding $75,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Consolidated
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Consolidated Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

          "Maturity Date" means the Termination Date or, if the Borrower
exercises its option under Section 2.18, the first anniversary of the
Termination Date.

          "Minority Interest Disposition" means a sale, transfer or other
disposition by the Borrower or any of the Subsidiaries (including the issuer
thereof) of up to 20% of the Equity Interests in any Subsidiary of the Borrower.

          "Moody's" means Moody's Investors Service, Inc.

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

<PAGE>

                                                                              15

          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, property or similar taxes, charges or levies imposed by the
United States of America or any political subdivision thereof arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of business
and security obligations that are not overdue by more than 30 days;

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

          (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e) judgment liens in respect of judgments that do not constitute an
Event of Default under clause (j) of Section 6.01; and

          (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Holders" means Leslie H. Wexner, all descendants of any of
his grandparents, any spouse or former spouse of any of the foregoing, any
descendant of any such spouse or former spouse, the estate of any of the
foregoing, any trust for the benefit, in whole or in

<PAGE>

                                                                              16

part, of one or more of the foregoing and any corporation, limited liability
company, partnership or other entity Controlled by one or more of the foregoing.

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

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

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

          "Register" has the meaning set forth in Section 8.04.

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

          "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VI, and for all purposes after the Loans become due and payable pursuant
to Article VI or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.

          "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans at such time.

          "Revolving Loan" means a Loan made pursuant to Section 2.03.

          "S&P" means Standard & Poor's Ratings Services.

<PAGE>

                                                                              17

          "Statutory Reserve Percentage" means for any day the percentage
(expressed as a decimal) that is in effect on such day, as prescribed by the
Board, for determining the maximum reserve requirement for a member bank of the
Federal Reserve System for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentage shall include those imposed pursuant to such Regulation D. The
Statutory Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (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, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
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" means any subsidiary of the Borrower.

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

          "Termination Date" means June 27, 2003, subject to extension pursuant
to Section 2.07(d).

          "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or a Fixed Rate.

<PAGE>

                                                                              18

          "Unfunded Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plan, but only (i) to the extent that such excess represents a potential
liability of the Borrower or any ERISA Affiliate to the PBGC or any other Person
under Title IV of ERISA or (ii) with respect to a Plan which is a Multiemployer
Plan as described in Section 4001(a)(3) of ERISA, to the extent of the Unfunded
Liabilities of such Plan allocable to the Borrower or any ERISA Affiliate under
Section 4212 of ERISA.

          "Unrestricted Subsidiary" means any Subsidiary designated as an
Unrestricted Subsidiary in a written notice sent at any time after the date of
this Agreement by the Borrower to the Administrative Agent which is engaged (a)
primarily in the business of making or discounting loans, making advances,
extending credit or providing financial accommodation to, or purchasing the
obligations of, others; (b) primarily in the business of insuring property
against loss and subject to regulation as an insurance company by any
Governmental Authority; (c) exclusively in the business of owning or leasing,
and operating, aircraft and/or trucks; (d) primarily in the ownership,
management, leasing or operation of real estate, other than parcels of real
estate with respect to which 51% or more of the rentable space is used by the
Borrower or a Consolidated Subsidiary in the normal course of business; or (e)
primarily as a carrier transporting goods in both intrastate and interstate
commerce, provided that (i) the Borrower may by notice to the Administrative
Agent change the designation of any Subsidiary described in subparagraphs (a)
through (e) above, but may do so only once during the term of this Agreement,
(ii) the designation of a Subsidiary as an Unrestricted Subsidiary more than 30
days after the creation or acquisition of such Subsidiary where such Subsidiary
was not specifically so designated within such 30 days shall be deemed to be the
only permitted change in designation and (iii) immediately after the Borrower
designates any Subsidiary whether now owned or hereafter acquired or created as
an Unrestricted Subsidiary or changes the designation of a Subsidiary from an
Unrestricted Subsidiary to a Consolidated Subsidiary, the Borrower and all
Consolidated Subsidiaries would be in compliance with all of the provisions of
this Agreement.

<PAGE>

                                                                              19

          "Value" means, when used in Section 6.01(e) with respect to
investments in and advances to a Consolidated Subsidiary, the book value thereof
immediately before the relevant event or events referred to in Section 6.01(e)
occurred with respect to such Consolidated Subsidiary.

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

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

<PAGE>

                                                                              20

          SECTION 1.04. Accounting Terms; GAAP. 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
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after July 13, 2001 in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that (after giving effect to the making of such Revolving Loans and any
concurrent repayment of Loans) will not result in (a) such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be

<PAGE>

                                                                              21

responsible for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $20,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $20,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of 12 Eurodollar Revolving Borrowings outstanding.

          SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

<PAGE>

                                                                              22

          (i) the aggregate amount of the requested Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv) in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

          SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
that the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time (after giving
effect to the borrowing of such Competitive Loans and any concurrent repayment
of Loans) shall not exceed the total Commitments. To request Competitive Bids,
the Borrower shall notify the Administrative Agent of such request by telephone,
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, four Business Days before the date of the proposed Borrowing and (b)
in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City
time, one Business Day before the date of the proposed Borrowing; provided that
the Borrower may submit up to (but not more than) five Competitive Bid Requests
on the same day, but a Competitive Bid Request shall not

<PAGE>

                                                                              23

be made within three Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto
rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.02:

          (i) the aggregate amount of the requested Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
     Fixed Rate Borrowing;

          (iv) the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period"; and

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, (x) in the case of a Eurodollar Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date of
such Competitive Borrowing and (y) in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall

<PAGE>

                                                                              24

notify the applicable Lender as promptly as practicable. Each Competitive Bid
shall specify (i) the principal amount (which shall be a minimum of $5,000,000
and an integral multiple of $1,000,000 and which may equal the entire principal
amount of the Competitive Borrowing requested by the Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) and (iii) the Interest Period applicable to
each such Loan and the last day thereof.

          (c) The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

          (d) Subject only to the provisions of this paragraph, the Borrower may
accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (x) in the case of a Eurodollar Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing and (y) in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided that (i) the failure of the
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan

<PAGE>

                                                                              25

must be in an amount less than $5,000,000 because of the provisions of clause
(iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by the Borrower. A notice given
by the Borrower pursuant to this paragraph shall be irrevocable.

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

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

          SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request or
Competitive Bid Request.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable

<PAGE>

                                                                              26

Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the greater of
the interest rate applicable to the Loans of the other Lenders included in the
applicable Borrowing and a rate determined by the Administrative Agent to equal
its cost of funds for funding such amount. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

          SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

<PAGE>

                                                                              27

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.

          SECTION 2.07. Termination, Reduction and Increase of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Termination
Date, subject to the Borrower's option to extend the Termination Date pursuant
to paragraph (d) of this Section.

<PAGE>

                                                                              28

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $25,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.09, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the
total Commitments.

          (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent.
Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

          (d) The Borrower may, by notice to the Administrative Agent (which
shall promptly deliver a copy to each of the Lenders) given not less than 45
days and not more than 60 days prior to the Termination Date at any time in
effect, request that the Lenders extend the Termination Date for an additional
period of not more than 364 days as specified in such notice; provided that the
Borrower may exercise such option no more than a total of three times. Each
Lender shall, by notice to the Borrower and the Administrative Agent given not
earlier that the 30th day and not later than the 25th day prior to the
Termination Date then in effect, advise the Borrower whether or not it agrees to
such extension on the terms set forth in such notice. Any Lender that has not so
advised the Borrower and the Administrative Agent by such day shall be deemed to
have declined to agree to such extension. If the Borrower shall have requested
and Lenders representing more than 50% of the aggregate

<PAGE>

                                                                              29

Commitments shall have agreed to an extension of the Termination Date, then the
Termination Date shall be extended for the additional period and on the terms
specified in the Borrower's notice. The decision to agree or withhold agreement
to any extension of the Termination Date hereunder shall be at the sole
discretion of each Lender. The Commitments of any Lender that has declined to
agree to any requested extension of the Termination Date (a "Non-Extending
Lender") shall terminate on the Termination Date in effect prior to giving
effect to any such extension (the "Existing Termination Date"), and the
principal amount of any outstanding Loans accepted by such Lender, together with
any accrued interest thereon, and any accrued fees and other amounts payable to
or for the account of such Lender hereunder, shall be due and payable on the
Existing Termination Date. Notwithstanding the foregoing provisions of this
paragraph, the Borrower shall have the right, pursuant to Section 2.17(b), to
replace a NonExtending Lender with a Lender or other financial institution that
will agree to an extension of the Termination Date.

          (e) The Borrower may, by written notice to the Administrative Agent,
executed by the Borrower and one or more financial institutions (any such
financial institution referred to in this Section being called an "Increasing
Lender"), which may include any Lender, cause Commitments of the Increasing
Lenders to become effective (or, in the case of an Increasing Lender that is an
existing Lender, cause its Commitment to be increased, as the case may be) in an
amount for each Increasing Lender set forth in such notice, provided, that (i)
the aggregate amount of all new Commitments and increases in existing
Commitments pursuant to this paragraph during the term of this Agreement shall
not exceed $150,000,000, (ii) each Increasing 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 (iii) each Increasing 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 in a form satisfactory to the Administrative Agent and the Borrower.
New Commitments and increases in Commitments pursuant to this Section shall
become effective on the date specified in the applicable notices delivered
pursuant to this Section. Following any extension of a new Commitment or
increase of a Lender's Commitment pursuant to this paragraph, any Revolving
Loans outstanding prior to the effectiveness of such

<PAGE>

                                                                              30

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 Revolving Loans made pursuant to Section 2.01. Following any
increase in the Commitments pursuant to this paragraph, the Borrower will use
its reasonable best effort to ensure that, to the extent there are outstanding
Revolving Loans, each Lender's outstanding Revolving Loans will be in accordance
with such Lender's pro rata portion of the Commitments.

          SECTION 2.08. Repayment of Loans; Evidence of Indebtedness. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender that shall have made any Competitive Loan the then unpaid
principal amount of each Competitive Loan of such Lender on the last day of the
Interest Period applicable to such Loan.

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

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

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

          (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the

<PAGE>

                                                                              31

Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 8.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

          SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section;
provided that the Borrower shall not have the right to prepay any Competitive
Loan without the prior consent of the Lender thereof.

          (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment and (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, on the date of prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments
as contemplated by Section 2.07, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.07.
Promptly following receipt of any such notice relating to a Revolving Borrowing,
the Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.11.

          SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the

<PAGE>

                                                                              32

Applicable Rate on the daily amount of the Commitment of such Lender (whether
used or unused) during the period from and including the Effective Date to but
excluding the date on which such Commitment terminates; provided that, if such
Lender continues to have any Revolving Credit Exposure (or an outstanding term
loan pursuant to Section 2.18) after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure (or outstanding term loan) from and including the date
on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure (or the date on which such
term loan is repaid in full). Accrued facility fees shall be payable in arrears
on the last day of March, June, September and December of each year and on the
Maturity Date, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the Maturity Date shall be
payable on demand. All facility fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

          (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee, which shall accrue at a rate of 0.125%
per annum on all Revolving Loans during any period that the sum of (i) the
aggregate Competitive Loans and Revolving Loans and (ii) the aggregate
"Competitive Loans" and "Revolving Loans" under and as defined in the Five-Year
Credit Agreement are equal to or in excess of 50% of the sum of the aggregate
Commitments and the aggregate "Commitments" under and as defined in the
Five-Year Credit Agreement; provided that if any Lender continues to have any
Revolving Credit Exposure (or an outstanding term loan pursuant to Section 2.18)
when its Commitment terminates, then such utilization fee shall continue to
accrue during any period that the sum of (i) the aggregate Competitive Loans,
Revolving Loans and term loans outstanding pursuant to Section 2.18 and (ii) the
aggregate "Competitive Loans" and "Revolving Loans" under and as defined in the
Five-Year Credit Agreement are equal to or in excess of 50% of the sum of the
aggregate Commitments immediately before termination of the Commitments on the
Termination Date and the aggregate "Commitments" under and as defined in the
Five-Year Credit Agreement. Accrued utilization fees shall be payable in arrears
on the last day of March, June, September and December of each year and on the
Maturity Date (or the date on which such term loan is repaid in

<PAGE>

                                                                              33

full), commencing on the first such date to occur after the date hereof;
provided that any utilization fees accruing after the Maturity Date shall be
payable on demand. All utilization fees will be calculated on the basis of
actual days elapsed in a year of 360 days (including the first day but excluding
the last day).

          (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and at the times separately agreed upon between
the Borrower and the Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and utilization fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.

          SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
(i) in the case of a Eurodollar Revolving Loan, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii)
in the case of a Eurodollar Competitive Loan, at the LIBO Rate for the Interest
Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Loan.

          (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

          (d) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

          (e) (i) For so long as any Lender maintains reserves against
"Eurocurrency liabilities" (or any other category of liabilities which includes
deposits by reference to which the interest rate on Eurodollar Revolving Loans
is determined or any category of

<PAGE>

                                                                              34

extensions of credit or other assets which includes loans by a non-United States
office of any Lender to United States residents), and as a result the cost to
such Lender (or its lending office for Eurodollar Revolving Loans) of making or
maintaining its Eurodollar Revolving Loans is increased, then such Lender may
require the Borrower to pay, contemporaneously with each payment of interest on
any Eurodollar Revolving Loan of such Lender, additional interest on such
Eurodollar Revolving Loan for the Interest Period of such Eurodollar Revolving
Loan at a rate per annum up to but not exceeding the excess of (A)(x) the
applicable LIBO Rate divided by (y) one minus the Statutory Reserve Percentage
over (B) the rate specified in the preceding clause (x).

          (ii) Any Lender wishing to require payment of additional interest (x)
shall so notify the Borrower and the Administrative Agent, in which case such
additional interest on the Eurodollar Revolving Loans of such Lender shall be
payable to such Lender at the place indicated in such notice with respect to
each Interest Period commencing at least three Business Days after the giving of
such notice and (y) shall furnish to the Borrower at least five Business Days
prior to each date on which interest is payable on the Eurodollar Revolving
Loans an officer's certificate setting forth the amount to which such Lender is
then entitled under this Section (which shall be consistent with such Lender's
good faith estimate of the level at which the related reserves are maintained by
it). Each such certificate shall be accompanied by such information as the
Borrower may reasonably request as to the computation set forth therein.

          (f) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to
paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

<PAGE>

                                                                              35

          (g) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Eurodollar Competitive Loan, the Lender that is required
     to make such Loan) that the LIBO Rate for such Interest Period will not
     adequately and fairly reflect the cost to such Lenders (or Lender) of
     making or maintaining their Loans (or its Loan) included in such Borrowing
     for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter, but not
later than 10:00 A.M. (New York City time) on the first day of such Interest
Period, and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i)
any Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, then, unless the Borrower notifies the
Administrative Agent by 12:00 noon (New York City time) on the date of such
Borrowing that it elects not to borrow on such date, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests by the
Borrower for Eurodollar Competitive

<PAGE>

                                                                              36

Borrowings may be made to Lenders that are not affected thereby.

          SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Statutory Reserve Percentage); or

          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or Eurodollar Loans made by such Lender
     (other than an imposition or change in Taxes, Other Taxes or Excluded
     Taxes, or any Change in Law relating to capital requirements or the rate of
     return on capital, with respect to which Section 2.15 and paragraph (b) of
     this Section, respectively, shall apply);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining, or reduce the amount receivable by any Lender
with respect to, any Eurodollar Loan (or of maintaining its obligation to make
any such Loan), then the Borrower will pay to such Lender such additional amount
or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

          (b) If any Lender determines that any Change in Law regarding capital
requirements 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, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

          (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered

<PAGE>

                                                                              37

to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 15
days after receipt thereof.

          (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

          (e) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.14. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.09(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.17, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event which, in the reasonable judgment of such Lender,
such Lender (or an existing or prospective participant in a related Loan)
incurred, including any loss incurred in obtaining, liquidating or employing

<PAGE>

                                                                              38

deposits from third parties, but excluding loss of margin for the period after
any such payment. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 15 days after receipt thereof.

          SECTION 2.15. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent and each
Lender within 15 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided, that the Borrower shall not be obligated to make payment to
such Lender or Administrative Agent for penalties, interest or expenses
attributable to the gross negligence or wilful misconduct of such Lender or
Administrative Agent. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or by the Administrative Agent

<PAGE>

                                                                              39

on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

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

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and containing all applicable documentation.

          (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay over
such refund to the Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other

<PAGE>

                                                                              40

information relating to its taxes which it deems confidential) to the Borrower
or any other Person.

          SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.13, 2.14 or 2.15, or otherwise) on the date when due, in immediately
available funds, without set-off or counterclaim, and the Borrower agrees to
instruct its bank which will be transmitting such funds with respect to such
payments not later than 10:00 A.M. (New York City time) on the date when due.
All such payments shall be made to the Administrative Agent at its offices at
270 Park Avenue, New York, New York, except that payments pursuant to Sections
2.13, 2.14, 2.15 and 8.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied towards payment of
principal, interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal, interest and fees
then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such

<PAGE>

                                                                              41

participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(b) or 2.16(d) then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

          SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests

<PAGE>

                                                                              42

compensation under Section 2.13 or additional interest under Section 2.11(e), or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.13, 2.11(e) or 2.15, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.13 or
additional interest under Section 2.11(e), or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.15, or if any Lender defaults in its
obligation to fund Loans hereunder, or if any Lender fails to agree to an
extension of the Termination Date as provided in Section 2.07(d), then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 8.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13, additional interest under Section 2.11(e) or
payments required to be made pursuant to Section 2.15, such assignment will
result in a material reduction in such

<PAGE>

                                                                              43

compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

          (c) In connection with any proposed amendment, modification or waiver
of or with respect to any provision of this Agreement (a "Proposed Change")
requiring the consent of all Lenders, if the consent of the Required Lenders to
such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in this Section 2.17(c) being referred to
as a "Non-Consenting Lender"), then the Borrower may, at its sole expense and
effort, upon notice to each Non-Consenting Lender and the Administrative Agent,
require each Non-Consenting Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 8.04) all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not be
unreasonably withheld, (ii) such Non-Consenting Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) the Borrower shall not be permitted to require any
Non-Consenting Lender to make any such assignment unless all Non-Consenting
Lenders are required to make such assignments and, as a result thereof, the
Proposed Change will become effective.

          SECTION 2.18. Term-Out Option. The Borrower may, so long as no Default
shall have occurred and be continuing and upon 60 days' prior written notice to
the Administrative Agent, convert Revolving Loans outstanding on the Termination
Date into a term loan that will mature on the first anniversary of the
Termination Date; provided that all Commitments will terminate on the
Termination Date, and additional Borrowings will not be permitted after the
Termination Date. This Section shall not apply to Competitive Loans. After the
Termination

<PAGE>

                                                                              44

Date, any term loans outstanding as a result of the exercise by the Borrower of
its rights under this Section shall continue to constitute Revolving Loans for
purposes of this Agreement.

                                   ARTICLE III

                         Representations and Warranties

          The Borrower represents and warrants to the Lenders that:

          SECTION 3.01. Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate power and authority required
to carry on its business as now conducted.

          SECTION 3.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and the Transactions are within the Borrower's corporate power, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official (other
than the filing of reports with the Securities and Exchange Commission) and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or bylaws of the Borrower
or of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower.

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

          SECTION 3.04. Financial Information. (a) The consolidated balance
sheet of the Borrower and the Subsidiaries and the related consolidated
statements of income, shareholders' equity and cash flows as of and for (i) the
Fiscal Year ended February 2, 2002, reported on by PricewaterhouseCoopers L.L.P.
and set forth in the Borrower's Annual Report on Form 10-K for such Fiscal

<PAGE>

                                                                              45

Year, a copy of which has been delivered to each of the Lenders, and (ii) the
fiscal quarter ending May 4, 2002, certified by a Financial Officer, in each
case fairly present, in conformity with GAAP, the consolidated financial
position of the Borrower and the Subsidiaries as of such date and their
consolidated results of operations and cash flows for such Fiscal Year or
portion of such Fiscal Year, as applicable.

          (b) From May 4, 2002 to the Effective Date, there has been no material
adverse change in the business, financial position or results of operations of
the Borrower and the Consolidated Subsidiaries, considered as a whole.

          SECTION 3.05. Litigation and Environmental Matters. (a) There is no
action, suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any Consolidated Subsidiaries
before any court or arbitrator or any governmental body, agency or official in
which there is, in the good faith judgment of the Borrower (which shall be
conclusive), a reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and the Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity or enforceability of this Agreement.

          (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, are not reasonably
expected in the good faith judgment of the Borrower (which shall be conclusive)
to materially adversely affect the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

          (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate in the
good faith judgment of the Borrower (which shall be conclusive), has resulted in
a material adverse effect on the business,

<PAGE>

                                                                              46

financial position or results of operations of the Borrower and the Consolidated
Subsidiaries considered as a whole.

          SECTION 3.06. Subsidiaries. Each of the Consolidated Subsidiaries is a
corporation duly incorporated, validly existing and, to the extent applicable,
in good standing under the laws of its jurisdiction of incorporation, and has
all corporate power and authority required to carry on its business as now
conducted except to the extent that the failure of any such Consolidated
Subsidiary to be so incorporated, existing or in good standing or to have such
power and authority is not reasonably expected by the Borrower to have a
material adverse effect on the business, financial position or results of
operations of the Borrower and the Consolidated Subsidiaries considered as a
whole.

          SECTION 3.07. Not an Investment Company. The Borrower is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

          SECTION 3.08. ERISA. The Borrower and its ERISA Affiliates (a) have
fulfilled their material obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan, (b) are in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
and (c) have not incurred any liability in excess of $75,000,000 to the PBGC or
a Plan under Title IV of ERISA other than a liability to PBGC for premiums under
Section 4007 of ERISA; provided, that this sentence shall not apply to (i) any
ERISA Affiliate as described in Section 414(m) of the Code (other than the
Borrower or a Subsidiary) or any Plan maintained by such an ERISA Affiliate or
(ii) any Multiemployer Plan. The Borrower and its Subsidiaries have made all
material payments to Multiemployer Plans which they have been required to make
under the related collective bargaining agreement or applicable law.

          SECTION 3.09. Taxes. The Borrower and its Subsidiaries have filed all
United States federal income tax returns and all other material tax returns
which, in the opinion of the Borrower, are required to be filed by them and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any Subsidiary, except for assessments which are
being contested in good faith by appropriate proceedings. The charges, accruals
and reserves on the books of the Borrower and Subsidiaries in respect of taxes
or other

<PAGE>

                                                                              47

governmental charges are, in the opinion of the Borrower, adequate.

          SECTION 3.10. Disclosure. The Information Memorandum, the financial
statements delivered pursuant to Section 5.01(a)(i) and (ii), the registration
statements delivered pursuant to Section 5.01(a)(vi) (in each case in the form
in which such registration statements were declared effective, as amended by any
post-effective amendments thereto) and the reports on Forms 10-K, 10-Q and 8-K
delivered pursuant to Section 5.01(a)(vi), do not, taken as a whole and in each
case as of the date thereof, contain any material misstatement of fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 8.02):

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

          (b) The Administrative Agent shall have received a written opinion
     (addressed to the Administrative Agent and the Lenders and dated the
     Effective Date) of each of (i) Samuel P. Fried, Esq., General Counsel of
     the Borrower, and (ii) Davis Polk & Wardwell, counsel for the Borrower,
     substantially in the form of Exhibits B-1 and B-2, respectively, and
     covering such other matters relating to the Borrower, this Agreement or the

<PAGE>

                                                                              48

     Transactions as the Required Lenders shall reasonably request. The Borrower
     hereby requests such counsel to deliver such opinions.

          (c) The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of the
     Borrower, the authorization of the Transactions and any other legal matters
     relating to the Borrower, this Agreement or the Transactions, all in form
     and substance satisfactory to the Administrative Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Borrower, confirming compliance with the
     conditions set forth in paragraphs (a) and (b) of Section 4.02.

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

          (f) The Administrative Agent shall have received evidence satisfactory
     to it of the termination of lending commitments under, and the payment of
     all amounts outstanding under, the $500,000,000 364-Day Revolving Credit
     Agreement dated as of July 13, 2001 among the Borrower, the banks party
     thereto and JPMorgan Chase Bank, as administrative agent for such banks.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) at or prior to 3:00 p.m., New York City time, on July
12, 2002 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

<PAGE>

                                                                              49

          (a) The representations and warranties of the Borrower set forth in
     this Agreement shall be true and correct on and as of the date of such
     Borrowing.

          (b) At the time of and immediately after giving effect to such
     Borrowing no Default shall have occurred and be continuing.

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

                                    ARTICLE V

                                    Covenants

          The Borrower agrees that, so long as any Lender has any Commitment
hereunder or any amount payable hereunder remains unpaid:

          SECTION 5.01. Information. (a) The Borrower will deliver to the
Administrative Agent and each of the Lenders:

          (i) as soon as available and in any event within 120 days after the
     end of each Fiscal Year, the Annual Report of the Borrower on Form 10-K for
     such Fiscal Year, containing financial statements reported on in a manner
     acceptable to the Securities and Exchange Commission by
     PricewaterhouseCoopers L.L.P. or other independent public accountants of
     nationally recognized standing selected by the Borrower;

          (ii) as soon as available and in any event within 60 days after the
     end of each of the first three quarters of each Fiscal Year, a copy of the
     Borrower's report on Form 10-Q for such quarter with the financial
     statements therein contained to be certified (subject to normal year end
     adjustments) as to fairness of presentation, generally accepted accounting
     principles (except footnotes) and consistency, by a Financial Officer;

          (iii) simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a certificate of a
     Financial Officer (1) setting forth in reasonable detail the calculations
     required to establish

<PAGE>

                                                                              50

     whether the Borrower was in compliance with the requirements of Sections
     5.06 and 5.07 on the date of such financial statements and (2) stating
     whether, to the best knowledge of such Financial Officer, any Default
     exists on the date of such certificate and, if any Default then exists,
     setting forth the details thereof and the action which the Borrower is
     taking or proposes to take with respect thereto;

          (iv) simultaneously with the delivery of each set of financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements whether
     anything has come to their attention to cause them to believe that any
     Default existed on the date of such statements (insofar as such pertains to
     accounting matters);

          (v) promptly upon the mailing thereof to the stockholders of the
     Borrower generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (vi) promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits, thereto and any registration
     statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q
     and 8-K (or their equivalents) which the Borrower shall have filed with the
     Securities and Exchange Commission;

          (vii) within four Business Days of any executive officer of the
     Borrower or any Financial Officer obtaining knowledge of any condition or
     event recognized by such officer to be a Default, a certificate of a
     Financial Officer setting forth the details thereof and the action which
     the Borrower is taking or proposes to take with respect thereto;

          (viii) if and when any executive officer of the Borrower or any
     Financial Officer obtains knowledge that any ERISA Affiliate (1) has given
     or is required to give notice to the PBGC of any "reportable event" (as
     defined in Section 4043 of ERISA) with respect to any Plan which might
     constitute grounds for a termination of such Plan under Title IV of ERISA,
     or knows that the plan administrator of any Plan has given or is required
     to give notice of any such reportable event, a copy of the notice of such
     reportable event given or

<PAGE>

                                                                              51

     required to be given to the PBGC, (2) has received notice of complete or
     partial withdrawal liability under Title IV of ERISA, a copy of such notice
     or (3) has received notice from the PBGC under Title IV of ERISA of an
     intent to terminate or appoint a trustee to administer any Plan, a copy of
     such notice; and

          (ix) from time to time such additional information regarding the
     financial position or business of the Borrower and Subsidiaries as the
     Administrative Agent, at the request of any Lender, may reasonably request.

          (b) Certificates delivered pursuant to this Section shall be signed
manually or shall be copies of manually signed certificate.

          SECTION 5.02. Maintenance of Properties. The Borrower will, and will
cause each Consolidated Subsidiary to, maintain and keep in good condition,
repair and working order all properties used or useful in the conduct of its
business and supply such properties with all necessary equipment and make all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided that nothing in this Section shall prevent the Borrower
or any Consolidated Subsidiary from discontinuing the operation and maintenance
of any of such properties if such discontinuance is, in the judgment of the
Borrower, desirable in the conduct of the business of the Borrower or such
Consolidated Subsidiary, as the case may be, and not disadvantageous in any
material respect to the Lenders.

          SECTION 5.03. Maintenance of Insurance. The Borrower will, and will
cause each Consolidated Subsidiary to, insure and keep insured, with reputable
insurance companies, so much of its properties and such of its liabilities for
bodily injury or property damage, to such an extent and against such risks
(including fire), as companies engaged in similar businesses customarily insure
properties and liabilities of a similar character; or, in lieu thereof, the
Borrower will maintain, or cause each Consolidated Subsidiary to maintain, a
system or systems of self-insurance which will be in accord with the customary
practices of

<PAGE>

                                                                              52

companies engaged in similar businesses in maintaining such systems.

          SECTION 5.04. Preservation of Corporate Existence. The Borrower shall
preserve and maintain its corporate existence, rights, franchises and privileges
in the State of Delaware or in any other State of the United States which it
shall select as its jurisdiction of incorporation, and qualify and remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary, except such jurisdictions, if any, where the failure
to preserve and maintain its corporate existence, rights, franchises and
privileges, or qualify or remain qualified will not have a material adverse
effect on the business or property of the Borrower.

          SECTION 5.05. Inspection of Property, Books and Records. The Borrower
will, and will cause each Consolidated Subsidiary to, make and keep books,
records and accounts in which transactions are recorded as necessary to (a)
permit preparation of the Borrower's consolidated financial statements in
accordance with generally accepted accounting principles and (b) otherwise
comply with the requirements of Section 13(b)(2) of the Securities Exchange Act
of 1934 as in effect from time to time. At any reasonable time during normal
business hours and from time to time, the Borrower will permit the
Administrative Agent or any of the Lenders or any agents or representatives
thereof at their expense (to the extent not in violation of applicable law) to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower and any Consolidated Subsidiaries
and to discuss the affairs, finances and accounts of the Borrower and any
Consolidated Subsidiaries with any of their respective officers or directors.
Any information obtained pursuant to this Section or Section 5.01(a)(i) shall be
subject to Section 8.12.

          SECTION 5.06. Fixed Charge Coverage Ratio. The Borrower will not
permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for any
period of four consecutive fiscal quarters to be less than 1.75 to 1.00.

          SECTION 5.07. Debt to Capital Ratio. The Borrower will not permit the
ratio of Consolidated Debt to Capital to exceed 0.825 to 1.

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                                                                              53

          SECTION 5.08. Limitations on Liens. The Borrower will not, and will
not permit any Consolidated Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Borrower or any
     Consolidated Subsidiary existing on the date hereof and set forth in
     Schedule 5.08; provided that (i) such Lien shall not apply to any other
     property or asset of the Borrower or any Consolidated Subsidiary and (ii)
     such Lien shall secure only those obligations which it secures on the date
     hereof and extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof;

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

          (d) Liens on fixed or capital assets acquired, constructed or improved
     by the Borrower or any Consolidated Subsidiary; provided that (i) with
     respect to a Consolidated Subsidiary, such security interests secure
     Indebtedness permitted by Section 5.10, (ii) such security interests and
     the Indebtedness secured thereby are incurred prior to or within 90 days
     after such acquisition or the completion of such construction or
     improvement, (iii) the Indebtedness secured thereby does not

<PAGE>

                                                                              54

     exceed the cost of acquiring, constructing or improving such fixed or
     capital assets and (iv) such security interests shall not apply to any
     other property or assets of the Borrower or any Consolidated Subsidiary;
     and

          (e) other Liens securing obligations in an aggregate principal amount
     not exceeding 15% of Consolidated Tangible Net Worth.

          SECTION 5.09. Compliance with Laws. The Borrower will, and will cause
each Consolidated Subsidiary to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including ERISA and the rules and regulations
thereunder), except to the extent that (a) the necessity of compliance therewith
is contested in good faith by appropriate proceedings or (b) the failure to so
comply would not result in any material adverse effect on the business,
financial condition or results of operations of the Borrower and Consolidated
Subsidiaries taken as a whole.

          SECTION 5.10. Limitations on Subsidiary Indebtedness. The Borrower
will not permit any Consolidated Subsidiary to create, incur, assume or suffer
to exist any Indebtedness except:

          (a) Indebtedness of any Consolidated Subsidiary which is, or the
     direct or indirect parent of which is, acquired by the Borrower or any
     other Consolidated Subsidiary after the Effective Date, which Indebtedness
     is in existence at the time such Consolidated Subsidiary (or parent) is so
     acquired; provided such Indebtedness was not created at the request or with
     the consent of the Borrower or any Subsidiary, and such Indebtedness may
     not be extended other than pursuant to the terms thereof as in existence at
     the time such Consolidated Subsidiary (or parent) was acquired; and

          (b) other Indebtedness in an aggregate principal amount for all
     Consolidated Subsidiaries not exceeding 10% of Consolidated Tangible Net
     Worth.

          SECTION 5.11. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Consolidated Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of

<PAGE>

                                                                              55

its Affiliates, except (a) at prices and on terms and conditions not less
favorable to the Borrower or such Consolidated Subsidiary than could be obtained
on an arm's-length basis from unrelated third parties, (b) any transaction
determined by a majority of the disinterested directors of the Borrower's board
of directors to be fair to the Borrower and its Subsidiaries, (c) transactions
between or among the Borrower and its Consolidated Subsidiaries not involving
any other Affiliate and (d) any transaction with respect to which neither the
fair market value of the related property or assets, nor the consideration
therefor, exceeds $5,000,000.

          SECTION 5.12. Consolidations, Mergers and Sales of Assets. The
Borrower will not (a) consolidate or merge with or into any other Person, (b)
liquidate or dissolve or (c) sell, lease or otherwise transfer all or any
substantial part of the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, to any other Person; provided that the Borrower
may merge with another Person if (i) the corporation surviving the merger is the
Borrower or a corporation organized under the laws of a State of the United
States into which the Borrower desires to merge for the purpose of becoming
incorporated in such State (in which case such corporation shall assume all of
the Borrower's obligations under this Agreement by an agreement satisfactory to
the Required Lenders (and the Required Lenders shall not unreasonably withhold
their consent to the form of such agreement) and shall deliver to the
Administrative Agent and the Lenders such legal opinions and other documents as
the Administrative Agent may reasonably request to evidence the due
authorization, validity and binding effect thereof) and (ii) immediately after
giving effect to such merger, no Default shall have occurred and be continuing;
and provided further that the foregoing shall not be construed to prohibit any
Minority Interest Disposition or any other sale, lease or other transfer of
assets (including by means of dividends, share repurchases or recapitalizations)
that does not involve all or any substantial part of the assets of the Borrower
and its Consolidated Subsidiaries taken as a whole.

                                   ARTICLE VI

                         Events of Default and Remedies

          SECTION 6.01. Events of Default. Any of the following shall be an
"Event of Default":

<PAGE>

                                                                              56

          (a) The Borrower shall fail to make any payment of principal of or
     interest on any Loan when due or to pay any fees or other amounts payable
     hereunder when due, and such failure remains unremedied for three Business
     Days after the Borrower's actual receipt of notice of such failure from the
     Administrative Agent at the request of any Lender;

          (b) Any statement of fact or representation made or deemed to be made
     by the Borrower in this Agreement or by the Borrower or any of its officers
     in any certificate delivered pursuant to this Agreement shall prove to have
     been incorrect in any material respect when made or deemed made, and, if
     the consequences of such representation or statement being incorrect shall
     be susceptible of remedy in all material respects, such consequences shall
     not be remedied in all material respects within 30 days after any executive
     officer of the Borrower or any Financial Officer first becomes aware of or
     is advised that such representation or statement was incorrect in a
     material respect;

          (c) The Borrower shall fail to comply with any of the provisions of
     Sections 5.06 or 5.07 and, if the consequences of such failure shall be
     susceptible of remedy in all material respects, such consequences shall not
     be remedied in all material respects within 20 days after any executive
     officer of the Borrower or any Financial Officer first becomes aware or is
     advised of such failure to comply;

          (d) (i) The Borrower or any Consolidated Subsidiary shall fail to pay
     principal of or interest on any Material Indebtedness and the longer of any
     periods within which the Borrower or such Consolidated Subsidiary shall be
     allowed to cure such nonpayment shall have elapsed, or 10 days shall have
     passed since such failure, in either case without curing such nonpayment,
     (ii) any event or condition shall occur which enables the holder of any
     Material Indebtedness or any Person acting on such holder's behalf to
     accelerate the maturity thereof, and the longer of any periods within which
     the Borrower or such Consolidated Subsidiary shall be allowed to cure such
     condition or event shall have elapsed, or 10 days shall have passed since
     the occurrence of such event or condition, in either case without curing
     such event or condition, or

<PAGE>

                                                                              57

     (iii) the holder of any Material Indebtedness shall accelerate the maturity
     of such Material Indebtedness and such acceleration shall not have been
     rescinded within 20 days of such acceleration, provided no Default under
     this clause (d) shall be deemed to occur if (1) at the time the relevant
     event or condition described in this clause (d) occurs, the Borrower's
     Index Debt is rated (A) Baa3 or better by Moody's and BBB- or better by
     S&P, if both Moody's and S&P shall have in effect a rating for the
     Borrower's Index Debt, or (B) Baa3 or better by Moody's or BBB- or better
     by S&P, if both Moody's and S&P shall not have in effect a rating for the
     Borrower's Index Debt, (2) the Borrower's Index Debt does not cease to have
     the ratings described in clause (1) above for reasons attributable to the
     relevant event or condition described in this clause (d), and (3) all
     Material Indebtedness that is affected by any event or condition described
     in this clause (d) is either (A) owed by a Consolidated Subsidiary not
     incorporated under the laws of any State of the United States, the District
     of Columbia or Canada or any province thereof, or (B) permitted under
     clause (a) of Section 5.10;

          (e) The Borrower or any Consolidated Subsidiary shall (i) make a
     general assignment for the benefit of creditors, (ii) apply for or consent
     (by admission of material allegations of a petition or otherwise) to the
     appointment of a receiver, custodian, trustee or liquidator of the Borrower
     or any Consolidated Subsidiary or any substantial part of the properties of
     the Borrower or any Consolidated Subsidiary or authorize such application
     or consent, or proceedings seeking such appointment shall be commenced
     without such authorization, consent or application against the Borrower or
     any Consolidated Subsidiary and continue undismissed for 30 days (or if
     such dismissal of such unauthorized proceedings cannot reasonably be
     obtained within such 30 day period, the Borrower or any Consolidated
     Subsidiary shall fail either to proceed with due diligence to seek to
     obtain dismissal within such 30 day period or to obtain dismissal within 60
     days), (iii) authorize or file a voluntary petition in bankruptcy, suffer
     an order for relief under any federal bankruptcy law, or apply for or
     consent (by admission of material allegations of a petition or otherwise)
     to the application of any bankruptcy, reorganization, arrangement,
     readjustment of debt, insolvency,

<PAGE>

                                                                              58

     dissolution, liquidation or other similar law of any jurisdiction, or
     authorize such application or consent, or proceedings to such end shall be
     instituted against the Borrower or any Consolidated Subsidiary without such
     authorization, application or consent which are not vacated within 30 days
     from the date thereof (or if such vacation cannot reasonably be obtained
     within such 30 day period, the Borrower shall fail either to proceed with
     due diligence to seek to obtain vacation within such 30 day period or to
     obtain vacation within 60 days), (iv) permit or suffer all or any
     substantial part of its properties to be sequestered, attached, or
     subjected to a Lien (other than a Lien expressly permitted by the exception
     to Section 5.08) through any legal proceeding or distraint which is not
     vacated within 30 days from the date thereof (or if such vacation cannot
     reasonably be obtained within such 30 day period, the Borrower shall fail
     either to proceed with due diligence to seek to obtain vacation within such
     30 day period or to obtain vacation within 60 days), (v) generally not pay
     its debts as such debts become due or admit in writing its inability to do
     so, or (vi) conceal, remove, or permit to be concealed or removed, any
     material part of its property, with intent to hinder, delay or defraud its
     creditors or any of them; provided, however, that the foregoing events will
     not constitute an Event of Default if such events occur with respect to any
     Subsidiary which is: (1) a Consolidated Subsidiary not incorporated under
     the laws of any State of the United States, the District of Columbia or
     Canada or any province thereof and not engaged in the retail business, if
     the aggregate Value of the Borrower's and all Consolidated Subsidiaries'
     investments in and advances to such Consolidated Subsidiary and all such
     other Consolidated Subsidiaries to which these tests are being applied
     within a period of 18 months ending on the date of determination, does not
     exceed $75,000,000, or (2) a Consolidated Subsidiary incorporated under the
     laws of any State of the United States, the District of Columbia or Canada
     or any province thereof and not engaged in the retail business, if (A) at
     the time the relevant event or condition described in this clause (e)
     occurs, the Borrower's Index Debt is rated (x) Baa3 or better by Moody's
     and BBB- or better by S&P, if both Moody's and S&P shall have in effect a
     rating for the Borrower's Index Debt, or (y) Baa3 or better by Moody's or
     BBB- or better by S&P, if both Moody's

<PAGE>

                                                                              59

     and S&P shall not have in effect a rating for the Index Debt, (B) the
     Borrower's Index Debt does not cease to have the rankings described in
     clause (A) above for reasons attributable to the relevant event or
     condition described in this clause (e) and (C) the aggregate Value of the
     Borrower's and all Consolidated Subsidiaries' investments and advances to
     such Consolidated Subsidiary and all other such Consolidated Subsidiaries
     to which these tests are being applied within a period of 18 months ending
     on the date of determination, does not exceed $37,500,000;

          (f) The Borrower or any ERISA Affiliate shall fail to pay when due an
     amount or amounts aggregating in excess of $25,000,000 which it shall have
     become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
     notice of intent to terminate a Plan or Plans having aggregate Unfunded
     Liabilities in excess of $75,000,000 (collectively a "Material Plan") shall
     be filed under Title IV of ERISA by the Borrower or any ERISA Affiliate,
     any plan administrator or any combination of the foregoing; or the PBGC
     shall institute proceedings under Title IV of ERISA to terminate or to
     cause a trustee to be appointed to administer any Material Plan or a
     proceeding shall be instituted by a fiduciary of any Material Plan against
     the Borrower or any ERISA Affiliate to enforce Section 515 or 4219(c)(5) of
     ERISA and such proceeding shall not have been dismissed within 30 days
     thereafter; or a condition shall exist by reason of which the PBGC would be
     entitled to obtain a decree adjudicating that any Material Plan must be
     terminated;

          (g) The Borrower shall fail to perform or observe in any material
     respect any other term, covenant or agreement contained in this Agreement
     (including without limitation Section 5.01) on its part to be performed or
     observed and any such failure remains unremedied for 30 days after the
     Borrower shall have received written notice thereof from the Administrative
     Agent at the request of any Lender;

          (h) a Change in Control shall occur; or

          (i) one or more judgments for the payment of money in an aggregate
     amount in excess of $75,000,000, exclusive of amounts covered by third
     party insurance, shall be rendered against the

<PAGE>

                                                                              60

     Borrower, any Consolidated Subsidiary or any combination thereof and the
     same shall remain undischarged for a period of 60 consecutive days during
     which execution shall not be effectively stayed, or any action shall be
     legally taken by a judgment creditor to attach or levy upon any assets of
     the Borrower or any Consolidated Subsidiary to enforce any such judgment;
     provided that in calculating the amounts covered by third party insurance,
     amounts covered by third party insurance shall not include amounts for
     which the third party insurer has denied liability.

          SECTION 6.02. Remedies. If any Event of Default shall occur and be
continuing, the Administrative Agent shall (a) if requested by the Required
Lenders, by notice to the Borrower terminate the Commitments and they shall
thereupon terminate, and (b) if requested by Lenders holding more than 50% of
the aggregate unpaid principal amount of the Loans, by notice to the Borrower
declare the Loans (together with accrued interest thereon and all other amounts
payable by the Borrower hereunder) to be, and the Loans (together with accrued
interest thereon and all other amounts payable by the Borrower hereunder) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the bankruptcy Events of Default
specified in Section 6.01(e) with respect to the Borrower, without any notice to
the Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon and all other amounts payable by the Borrower hereunder) shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

          SECTION 6.03. Notice of Default. The Administrative Agent shall give
notice to the Borrower under Section 6.01(a) or 6.01(g) promptly upon being
requested to do so by any Lender and shall thereupon notify all the Lenders
thereof.

                                   ARTICLE VII

                            The Administrative Agent

          Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the

<PAGE>

                                                                              61

Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

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

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection

<PAGE>

                                                                              62

herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

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

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

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, 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

<PAGE>

                                                                              63

the Lenders, appoint a successor Administrative Agent which shall be a bank with
an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 8.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder. The
Joint Advisors, Joint Lead Arrangers, Joint Bookrunners, Co-Syndication Agents
and Co-Documentation Agents (each as identified on the cover page of this
Agreement), in their capacities as such, shall have no rights, powers, duties,
liabilities, fiduciary relationships or obligations under this Agreement or any
of the other documents related hereto.

                                  ARTICLE VIII

                                  Miscellaneous

          SECTION 8.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier

<PAGE>

                                                                              64

service, mailed by certified or registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at Three Limited Parkway, P.O. Box
     16000, Columbus, Ohio 43216, Attention of Assistant Treasurer (Telecopy No.
     (614) 415-7060);

          (b) if to the Administrative Agent, to JPMorgan Chase Bank, Loan and
     Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
     York 10081, Attention of Mary McCormack (Telecopy No. (212) 552-5650), with
     a copy to JPMorgan Chase Bank, 270 Park Avenue, New York 10017, Attention
     of Ruby Tulloch (Telecopy No. (212) 270-7594);

          (c) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

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

          SECTION 8.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

<PAGE>

                                                                              65

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, or (v)
change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent without the
prior written consent of the Administrative Agent. Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Borrower, the Required Lenders and the
Administrative Agent if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall terminate
upon the effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement.

          SECTION 8.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of a single counsel for Administrative Agent, in connection
with the syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated

<PAGE>

                                                                              66

hereby or thereby shall be consummated) and (ii) if an Event of Default occurs,
all reasonable out-of-pocket expenses incurred by the Administrative Agent or
any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement.

          (b) The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee
in connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitee shall be designated a party thereto, which may be
incurred by any Indemnitee, relating to or arising out of any actual or proposed
use of proceeds of Loans hereunder for the purpose of acquiring equity
securities of any Person; provided, that no Indemnitee shall have the right to
be indemnified hereunder (i) with respect to the acquisition of equity
securities of a wholly-owned Subsidiary, or of a Person who prior to such
acquisition did not conduct any business, or (ii) for its own gross negligence
or willful misconduct.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent in its capacity as such.

          (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof; provided that the
foregoing waiver shall not apply to special, indirect or consequential damages
(but shall apply to punitive damages) attributable to the failure of a Lender to
fund Loans, when required to do so

<PAGE>

                                                                              67

hereunder, promptly after the receipt of notice of such failure.

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

          SECTION 8.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except
in the case of an assignment to a Lender or an Affiliate of a Lender, each of
the Borrower and the Administrative Agent must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld), (ii)
except in the case of an assignment to a Lender or an Affiliate of a Lender or
an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Competitive Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to

<PAGE>

                                                                              68

paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance 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 the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 8.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

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

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

          (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent sell participations

<PAGE>

                                                                              69

to one or more banks or other entities (a "Participant") in all or a portion of
such Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in clause (i), (ii) (iii) or
(iv) of the first proviso to Section 8.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 8.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.16(c) as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.13 or 2.15 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as
though it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a

<PAGE>

                                                                              70

security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 8.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.13, 2.14, 2.15 and 8.03 and Article VII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans and the Commitments or the
termination of this Agreement or any provision hereof.

          SECTION 8.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as

<PAGE>

                                                                              71

delivery of a manually executed counterpart of this Agreement.

          SECTION 8.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 8.08. Right of Setoff. If any Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates 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 obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations then due of the Borrower now or
hereafter existing under this Agreement held by such Lender. 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 8.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees, to the fullest
extent permitted under applicable law, 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

<PAGE>

                                                                              72

Agreement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any jurisdiction.

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

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 8.01. 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 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 8.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 8.12. Confidentiality. Each of the Administrative Agent and
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and

<PAGE>

                                                                              73

other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "Information" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

          SECTION 8.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until

<PAGE>

                                                                              74

such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

          SECTION 8.14. Waiver Under Existing Credit Agreement. By their
execution hereof, the undersigned Lenders that are also parties to the Credit
Agreement dated as of September 25, 1997, among the Borrower, the banks party
thereto and Morgan Guaranty Trust Company of New York, as agent for such banks,
which Lenders constitute, in the aggregate, "Required Banks" thereunder, and as
defined therein, hereby waive the provisions of such Credit Agreement that would
otherwise require advance notice for the termination of commitments thereunder
or the prepayment of loans thereunder; provided that the foregoing waiver shall
apply only to the termination of all commitments under such Credit Agreement and
repayment of all loans outstanding thereunder, in each case in connection with
the effectiveness of this Agreement.

          SECTION 8.15. Collateral. Each of the Lenders represents to the
Administrative Agent and each of the other Lenders that it in good faith is not
relying upon any "margin stock" (as defined in Regulation U of the Board) as
collateral in the extension or maintenance of the credit provided for in this
Agreement. In addition, the Borrower will not use or permit any proceeds of the
Loans to be used in any manner which would violate or cause any Lender to be in
violation of Regulation U of the Board.

<PAGE>

                                                                              75

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

                                        LIMITED BRANDS, INC.,


                                           by /s/ V. Ann Hailey
                                              ----------------------------------
                                              Name : V. Ann Hailey
                                              Title: EVP-Chief Financial Officer


                                        JPMORGAN CHASE BANK,
                                        individually and as
                                        Administrative Agent,


                                           by
                                              ----------------------------------
                                              Name:
                                              Title:

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           JPMorgan Chase Bank


                                           by: /s/ Barry K. Bergman
                                               ---------------------------------
                                               Name: BARRY K. BERGMAN
                                               Title: VICE PRESIDENT

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           Bank of America, N. A.


                                           by: /s/ Amy Krovocheck
                                               ---------------------------------
                                               Name: Amy Krovocheck
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           CITIBANK, N. A.


                                           by: /s/ Robert A. Snell
                                               ---------------------------------
                                               Name: ROBERT A. SNELL
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           HSBC Bank USA


                                           by: /s/ Robert Corder
                                               ---------------------------------
                                               Name: Robert Corder
                                               Title: First Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           Fleet National Bank


                                           by: /s/ Judith C. E. Kelly
                                               ---------------------------------
                                               Name: Judith C. E. Kelly
                                               Title: Director

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Wachovia Bank, National Association


                                           by: /s/ William F. Fox
                                               ---------------------------------
                                               Name: William F. Fox
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           THE BANK OF NEW YORK


                                           by: /s/ William M. Barnum
                                               ---------------------------------
                                               Name:  William M. Barnum
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           NATIONAL CITY BANK


                                           by: /s/ Joeseph L. Kwasny
                                               ---------------------------------
                                               Name:  Joeseph L. Kwasny
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Bank One, NA (Main Office Chicago):


                                           by: /s/ Christopher M. Murphy
                                               ---------------------------------
                                               Christopher Murphy
                                               Director

<PAGE>

                                           Signature page to 364-day revolving
                                           credit agreement dated as of June 26,
                                           2002, among The Limited Brands, Inc.,
                                           the Banks party thereto, and JPMorgan
                                           Chase as administrative agent.

                                           STANDARD CHARTERED BANK


                                               /s/ Alan Babcock
                                               ---------------------------------
                                               ALAN BABCOCK
                                               Senior Vice President


                                               /s/ Naeem Zafar
                                               ---------------------------------
                                               NAEEM ZAFAR
                                               DEPUTY HEAD OF SCS
                                               COIN 99/019

                                               DATE
                                                    --------------

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           Firstar Bank, N.A.


                                           by: /s/ Celia V. Conlon
                                               ---------------------------------
                                               Name: Celia V. Conlon
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           PNC Bank, National Association


                                           by: /s/ Jeffrey L. Stein
                                               ---------------------------------
                                               Name: Jeffrey L. Stein
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Wells Fargo Bank, National
                                           Association


                                           by: /s/ Mary D. Falck
                                               ---------------------------------
                                           Name: Mary D. Falck
                                           Title: Senior Vice President


                                           by: /s/ Scott Miller
                                               ---------------------------------
                                           Name: Scott Miller
                                           Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           KeyBank National Association


                                           by: /s/ Brendan A. Lawlor
                                               ---------------------------------
                                               Name: Brendan A. Lawlor
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           Huntington National Bank


                                           by: /s/ John M. Luehmann
                                               ---------------------------------
                                               Name: John M. Luehmann
                                               Title: Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           FIFTH THIRD BANK, CENTRAL OHIO


                                           by: /s/ John K. Beardslee
                                               ---------------------------------
                                               Name: JOHN K. BEARDSLEE
                                               Title: VICE PRESIDENT

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           The Northern Trust Company


                                           by: /s/ Christopher McKean
                                               ---------------------------------
                                           Name: Christopher McKean
                                           Title: Second Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           BANCA DI ROMA - CHICAGO BRANCH


                                           by: /s/ James Semonchik
                                               ---------------------------------
                                               Name: James Semonchik
                                               Title: Vice President


                                           by: /s/ Enrico Verdoscia
                                               ---------------------------------
                                               Name: Enrico Verdoscia
                                               Title: Sr. Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           Mizuho Corporate Bank, Ltd.


                                           by: /s/ Nobuyasu Fukatsu
                                               ---------------------------------
                                               Name: Nobuyasu Fukatsu
                                               Title: Senior Vice President

<PAGE>

                                           SIGNATURE PAGE TO 364-DAY REVOLVING
                                           CREDIT AGREEMENT DATED AS OF JUNE 28,
                                           2002, AMONG THE LIMITED BRANDS, INC.,
                                           THE BANKS PARTY THERETO, AND JPMORGAN
                                           CHASE BANK AS ADMINISTRATIVE AGENT

                                           Name of Institution:

                                           BANCA NAZIONALE DEL LAVORO S.p.A.,
                                           NEW YORK BRANCH


                                           by: /s/ Francesco DiMario
                                               ---------------------------------
                                               Name: Francesco DiMario
                                               Title: Vice President


                                           by: /s/ Leonardo Valentini
                                               ---------------------------------
                                               Name: Leonardo Valentini
                                               Title: First Vice President