Exhibit 10




Exhibit 10.3


 

CONFORMED COPY

 

364-DAY CREDIT AGREEMENT



Dated as of March 31, 2003





Among





TEXTRON INC.,



THE BANKS LISTED HEREIN,



JPMORGAN CHASE BANK,



as Administrative Agent



AND



CITIBANK, N.A.

DEUTSCHE BANK SECURITIES INC.





and



UBS AG, STAMFORD BRANCH,



as Co-Syndication Agents



______________________



J.P. MORGAN SECURITIES INC.,

Lead Arranger and Sole Bookrunner

 

 


TABLE OF CONTENTS

 


Page


Article 1

Definitions And Accounting Terms


  
    Section 1.01. Definitions     1

    Section 1.02. Accounting Terms and Determinations     16

    Section 1.03. Currency Equivalents     17

  



Article 2

Amounts And Terms Of Commitments And Loans


  
    Section 2.01. Commitments.     17

    Section 2.02. Competitive Bid Loans     22

    Section 2.03. Notices of Other Currencies     24

    Section 2.04. Substitution of Euro for National Currency     25

    Section 2.05. Notices of Conversion/Continuation     25

    Section 2.06. Registry     26

    Section 2.07. Pro Rata Borrowings     27

    Section 2.08. Interest     27

    Section 2.09. Commissions And Fee     30

    Section 2.10. Reductions In Commitments; Repayments and Payments     31

    Section 2.11. Use of Proceeds     35

    Section 2.12. Special Provisions Governing Eurocurrency Rate Loans
    and/or Competitive Bid Loans     35

    Section 2.13. Capital Requirements     42

    Section 2.14. Regulation D Compensation     43

    Section 2.15. Letters of Credit     43

  



Article 3

Conditions to Loans and Letters of Credit


  
    Section 3.01. Conditions to Initial Loans and Letters of Credit     49

    Section 3.02. Conditions to All Loans and Letters of Credit     51

    Section 3.03. Conditions to Loans and Letters of Credit to Subsidiary
    Borrowers     52

  



Article 4

Representations and Warranties


  
    Section 4.01. Organization, Powers and Good Standing     53

    Section 4.02. Authorization of Borrowing, Etc     54

    Section 4.03. Financial Condition     55

    Section 4.04. No Adverse Material Change     55

    Section 4.05. Litigation     55

    Section 4.06. Payment of Taxes     55

    Section 4.07. Governmental Regulation     55

    Section 4.08. Securities Activities     56

    Section 4.09. ERISA Compliance     56

    Section 4.10. Certain Fees     57

  



Article 5

Affirmative Covenants


  
    Section 5.01. Financial Statements and Other Reports     57

    Section 5.02. Conduct of Business and Corporate Existence     59

    Section 5.03. Payment of Taxes     59

    Section 5.04. Maintenance of Properties; Insurance     60

    Section 5.05. Inspection     60

    Section 5.06. Compliance with Laws     60

  



Article 6

Negative Covenants


  
    Section 6.01. Merger     61

    Section 6.02. Liens     61

    Section 6.03. Financial Covenants     62

    Section 6.04. Existing Subordinated Debt     62

    Section 6.05. Use of Proceeds     63

  



Article 7

Events Of Default


  
    Section 7.01. Failure to Make Payments When Due     63

    Section 7.02. Default in Other Agreements     63

    Section 7.03. Breach of Certain Covenants     64

    Section 7.04. Breach of Warranty     64

    Section 7.05. Other Defaults under Agreement     64

    Section 7.06. Involuntary Bankruptcy; Appointment of Receiver, Etc     64

    Section 7.07. Voluntary Bankruptcy; Appointment of Receiver, Etc     65

    Section 7.08. Judgments and Attachments     65

    Section 7.09. Dissolution     65

    Section 7.10. ERISA Title IV Liabilities     65

    Section 7.11. Redenomination Upon Acceleration     66

    Section 7.12. Cash Cover     67

  



Article 8

Agents


  
    Section 8.01. Appointment     67

    Section 8.02. Powers; General Immunity     68

    Section 8.03. Representations and Warranties; No Responsibility for
    Appraisal of Creditworthiness     69

    Section 8.04. Right to Indemnity     69

    Section 8.05. Resignation by the Agents     70

    Section 8.06. Successor Agents     70

    Section 8.07. Co-syndication Agents     71

  



Article 9

Guarantee


  
    Section 9.01. Guarantee     71

    Section 9.02. Obligation Not Affected By Certain Events     71

    Section 9.03. Guarantee of Payment     72

    Section 9.04. Obligation Not Subject to Limitation     72

    Section 9.05. Order of Payment     72

    Section 9.06. Waiver By The Company     73

  



Article 10

Miscellaneous


  
    Section 10.01. Benefit of Agreement     73

    Section 10.02. Expenses     76

    Section 10.03. Indemnity     77

    Section 10.04. Setoff     77

    Section 10.05. Ratable Sharing     78

    Section 10.06. Amendments and Waivers     79

    Section 10.07. Independence of Covenants     80

    Section 10.08. Notices     80

    Section 10.09. Survival of Warranties and Certain Agreements     80

    Section 10.10. Disclosure of Certain Tax Aspects     80

    Section 10.11. Failure or Indulgence Not Waiver; Remedies Cumulative     81

    Section 10.12. Severability     81

    Section 10.13. Obligations Several; Independent Nature of
    Banks' Rights     81

    Section 10.14. Headings     81

    Section 10.15. Applicable Law, Consent To Jurisdiction.     81

    Section 10.16. Successors and Assigns     82

    Section 10.17. Counterparts; Effectiveness     82

    Section 10.18. Judgment Currency     83

  



 

 


EXHIBITS


	
      Pricing Schedule
	 	 
	
      Schedule 2.15
	
      -
	
      Existing Letters of Credit

	
      Exhibit A
	
      -
	
      Form of Note

	
      Exhibit B
	
      -
	
      Form of Opinion of Nancy K. Cassidy, Esq.

      Senior Associate General Counsel of the Company

	
      Exhibit C
	
      -
	
      Form of Opinion of Davis Polk & Wardwell

	
      Exhibit D-1
	
      -
	
      Form of Notice of Syndicated Borrowing

	
      Exhibit D-2
	
      -
	
      Form of Notice of Competitive Bid Borrowing

	
      Exhibit D-3
	
      -
	
      Form of Notice of Conversion/Continuation

	
      Exhibit E
	
      -
	
      Form of Compliance Certificate

	
      Exhibit F
	
      -
	
      Form of Transfer Supplement

	
      Exhibit G
	
      -
	
      Form of Assumption Agreement

	
      Exhibit H
	
      -
	
      Form of Extension Agreement



 


364-DAY CREDIT AGREEMENT


364-DAY CREDIT AGREEMENT, dated as of March 31, 2003, among TEXTRON
INC., a Delaware corporation (together with its successors, the "Company"),
the BANKS signatory hereto (each a "Bank" and collectively the
"Banks"), JPMORGAN CHASE BANK, as Administrative Agent for the
Banks (together with its successors in such capacity, the "Administrative
Agent") and CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and UBS AG,
STAMFORD BRANCH, as Co-Syndication Agents for the Banks (together with
their successors in such capacity, the "Co-Syndication Agents").


W I T N E S S E T H


WHEREAS, the Company owns directly or indirectly all of the outstanding
shares of capital stock of each of the Subsidiary Borrowers;

WHEREAS, the Company desires that the Banks extend certain credit facilities
to the Company and the Subsidiary Borrowers for the purposes set forth in
Section 2.11; and

WHEREAS, each Bank is willing to extend its commitment to make loans to the
Company and the Subsidiary Borrowers for such purposes on the terms and subject
to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Company, the Banks and the Agents
agree as follows:

Article 1

Definitions And Accounting Terms

Section 1.01. Definitions. As used
in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:

"Absolute Rate" has the meaning set forth in Section
2.02(c).

"Absolute Rate Auction" means a solicitation of offers to
make Competitive Bid Loans setting forth Absolute Rates.

"Account" means:


  
    (a) with respect to a Borrower, the account specified in the Notice of
    Borrowing or Notice of Competitive Bid Borrowing which, for Dollars, shall
    be with an institution located in New York City, and, for any Alternative
    Currency, shall be with an institution located in the same country as the
    Account of the Administrative Agent for the requested currency; and

    (b) with respect to the Administrative Agent or any Bank, (i) for
    Dollars, the account maintained at its New York Office (in the case of the
    Administrative Agent) or at its Applicable Lending Office for Base Rate
    Loans (in the case of any Bank) and (ii) for any Alternative Currency, an
    account with an institution located in the country whose currency is the
    relevant Alternative Currency or such other country as is mutually agreed to
    by the applicable Borrower and the Administrative Agent, the applicable
    Borrower and such Bank, or such Bank and the Administrative Agent, as the
    case may be, as shall have been notified by the Administrative Agent to the
    Banks, by such Bank to the applicable Borrower, or by such Bank to the
    Administrative Agent, as the case may be, by not less than four (4) Business
    Days' notice.

  



"Administrative Agent" has the meaning assigned to that term
in the introduction to this Agreement.

"Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Administrative
Agent, completed by such Bank and returned to the Administrative Agent (with a
copy to the Company).

"Affected Bank" means any Bank affected by any of the events
described in Section 2.12(b) or 2.12(c) hereof.

"Affiliate" means, with respect to any Person, any Person or
group of Persons acting in concert in respect of the Person in question that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any Person or
group of Persons acting in concert, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.

"Agent" means any of the Administrative Agent and the
Co-Syndication Agents, and "Agents" means any two or more of
them.

"Agent's Other Currency Notice" has the meaning
specified in Section 2.03 of this Agreement.

"Alternative Currency" or "Alternative Currencies"
means, with respect to any Loan,


  
    (a)     British Pounds
    Sterling, Canadian Dollars and Euros, and

    (b)     any other lawful
    currency that is freely transferable and freely convertible into Dollars and
    that has been approved by each Bank in accordance with Section 2.03 of this
    Agreement.

  



"Agreement" means this 364-Day Credit Agreement, as
the same may at any time be amended, amended and restated, supplemented or
otherwise modified in accordance with the terms hereof.

"Applicable Lending Office" means, for any Bank with respect
to its Loans of any particular type and/or any particular currency, the office,
branch or affiliate of such Bank specified as the booking office therefor in
such Bank's Administrative Questionnaire, or such other office, branch
or affiliate of such Bank as such Bank may specify from time to time for such
purpose by notice to the Company and the Administrative Agent.

"Bank" and "Banks" have the respective
meanings assigned to those terms in the introduction to this Agreement and its
or their successors and permitted assigns.

"Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as from time to time amended and any successor
statutes.

"Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Rate in effect on such day plus 1/2
of 1%.

"Base Rate Loans" are Syndicated Loans whose interest rate
is based on Base Rate.

"Bid Margin" has the meaning set forth in Section 2.02(c).

"Board" means the Board of Governors of the Federal Reserve
System.

"Borrower" means each of the Company and each Subsidiary
Borrower.

"Borrowing" means a borrowing of Loans hereunder.

"BP LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in British Pounds Sterling, an
interest rate per annum equal to the rate that is set forth on page 3750 of the
Dow Jones Telerate Service (or any page that may replace such page from time to
time) as of 11:00 A.M. (London time) on such Interest Rate Determination Date
for British Pound Sterling deposits comparable in amount to the aggregate
principal amount of such British Pounds Sterling denominated Loans and having a
tenor equal to the duration of the applicable Interest Period.

"British Pound Sterling", "British Pounds Sterling"
and the sign "£" mean the lawful currency of the
United Kingdom. "Business Day" means a day of the year


  
    (a)     on which banks are
    not required or authorized by law to close in New York City;

    (b)     if the applicable
    Business Day relates to any Eurocurrency Loan or Competitive Bid LIBOR Loan,
    on which each Bank carries on dealings in the London interbank and foreign
    exchange markets; and

    (c)     if the applicable
    Business Day relates to any Loan in a currency other than Dollars, on which
    banks are not required or authorized to close in the city of the
    jurisdiction of such currency where the major financial markets for such
    jurisdiction are located and in the city of the jurisdiction of such
    currency where the Administrative Agent's Account and the
    Borrower's Account are located.

  



"Canadian Dollar", "Canadian Dollars" and
the sign "C$" mean the lawful currency of Canada.

"C$ LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Canadian Dollars, an interest
rate per annum equal to the rate that is set forth on page 3740 of the Dow Jones
Telerate Service (or any page that may replace such page from time to time) as
of 11:00 A.M. (London time) on such Interest Rate Determination Date for
Canadian Dollar deposits comparable in amount to the aggregate principal amount
of such Canadian Dollar denominated Loans and having a tenor equal to the
duration of the applicable Interest Period.

"Capital Lease", as applied to any Person, means any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

"Code" means the Internal Revenue Code of 1986, as from time
to time amended. Any reference to the Code shall include a reference to
corresponding provisions of any subsequent revenue law.

"Commitment" means, at any time any determination thereof is
to be made, the commitment (whether or not then utilized) of each Bank then in
effect to extend credit hereunder, which initially shall be for each Bank the
amount specified on the signature page hereto for such Bank.

"Company" has the meaning assigned to that term in the
introduction to this Agreement.

"Competitive Bid Absolute Rate Loan" means a Competitive Bid
Loan made by a Bank pursuant to Absolute Rate Auction.

"Competitive Bid Loan" means a Loan bearing interest at such
rate and for such interest period, and on such other terms not inconsistent with
the terms of this Agreement, as the applicable Borrower and the Bank making such
Loan may mutually agree and which Loan is requested pursuant to a Notice of
Competitive Bid Borrowing.

"Competitive Bid LIBOR Loan" means a Competitive Bid Loan
made by a Bank pursuant to a LIBOR Auction.

"Compliance Certificate" means a certificate substantially
in the form annexed hereto as Exhibit E delivered to the Banks by the Company
pursuant to Section 5.01(b)(i)(B).

"Consolidated EBITDA" means, without duplication, for any
consecutive four fiscal quarter period, the sum of the amounts for such period
of (i) the Company's Consolidated Net Income, excluding therefrom (x)
any extraordinary items of gain or loss and (y) any charges related to plant
closures, restructurings or write-downs of goodwill which do not reflect
a cash outlay in the current period or any future period, plus (ii) the
aggregate amount of cash dividends actually received by the Company or any of
its Subsidiaries in respect of the capital stock of any Finance Company and
payable out of the net income for such period in which paid of any such Finance
Company, plus (iii) the aggregate amounts deducted in determining
Consolidated Net Income for such period in respect of (a) the provision for
taxes based on income of the Company and its Subsidiaries, (b) Consolidated
Interest Expense and (c) depreciation and amortization, all as determined on a
consolidated basis for the Company and its Subsidiaries in conformity with GAAP.

"Consolidated Interest Expense" means, for any consecutive
four fiscal quarter period, total interest expense (including that attributable
to Capital Leases in accordance with GAAP) of the Company and its Subsidiaries,
all as determined on a consolidated basis in conformity with GAAP, with respect
to all outstanding Indebtedness of the Company and its Subsidiaries.

"Consolidated Net Income" means, for any consecutive four
fiscal quarter period, the net income (or loss) of any Person (for purposes of
this definition "Parent") and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP; provided that there shall be excluded
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Parent or is merged into or consolidated with Parent or any of its
Subsidiaries or that Person's assets are acquired by Parent or any of
its Subsidiaries.

"Consolidated Net Worth" means, as at any date of
determination, the stockholders' equity of the Company and its
Subsidiaries on a consolidated basis (but excluding the effects of the
Company's accumulated other comprehensive income/loss) calculated in
conformity with GAAP.

"Contractual Obligation", as applied to any Person, means
any provision of any security issued by that Person or of any material
indenture, mortgage, deed of trust or other similar instrument of that Person
under which Indebtedness is outstanding or secured or by which that Person or
any of its properties is bound or to which that Person or any of its properties
is subject.

"Co-Syndication Agents" has the meaning assigned to
that term in the introduction to this Agreement.

"Currency Equivalent" means, on any date of determination,
(a) the equivalent in Dollars of any amount of an Alternative Currency
determined at the rate of exchange quoted by the Administrative Agent in New
York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is to be determined for the spot purchase in the New York foreign
exchange market for such amount of Alternative Currency with Dollars, (b) the
equivalent in any Alternative Currency of any amount of any other Alternative
Currency determined at the rate of exchange quoted by the Administrative Agent
in New York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is determined for the spot purchase in the New York foreign exchange
market for such amount for the Alternative Currency with such other Alternative
Currency, and (c) the equivalent in any Alternative Currency of any amount of
Dollars determined, at the rate of exchange quoted by the Administrative Agent
in New York City, at 11:00 A.M. (New York City time) on the date on which such
equivalent is to be determined for the spot purchase in the New York foreign
exchange market for such amount of Dollars with such Alternative Currency.

"Designation Date" means, with respect to any Subsidiary of
the Company, the date on which the Company designates such Subsidiary as a
Subsidiary Borrower.

"Dollar", "Dollars" and the sign "$"
mean the lawful currency of the United States.

"Effective Date" has the meaning assigned to that term in
Section 10.17 hereof.

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

"ERISA Affiliate" means, with respect to any Person, any
trade or business (whether or not incorporated) which, together with such
Person, is under common control as described in Section 414(c) of the Code or is
a member of a controlled group, as defined in Section 414(b) of the Code, which
includes such Person.

"Euro" means the single currency of the Participating Member
States in the Third Stage.

"Eurocurrency Margin" has the meaning specified in the
Pricing Schedule.

"Eurocurrency Rate" means, for any Interest Rate
Determination Date either (a) (i) for Loans denominated in Dollars, US LIBOR;
(ii) for Loans denominated in British Pounds Sterling, BP LIBOR; (iii) for Loans
denominated in Canadian Dollars, C$ LIBOR, (iv) for Loans denominated in Euros,
Euro LIBOR and (v) for Loans denominated in any other Alternative Currency, an
interest rate per annum equal to the rate set forth on the applicable page of
the Dow Jones Telerate Service for such currency as of 11:00 A.M. (London time)
on the second Business Day prior to the first day of the applicable Interest
Period for deposits in the applicable currency comparable in amount to the then
outstanding principal amount of such loan denominated in the applicable currency
and having a tenor equal to the duration of the applicable Interest Period; or
(b) if a rate cannot be determined pursuant to clause (a) above, a rate per
annum equal to the arithmetic average (rounded upwards to the nearest 1/16 of
1%) of the offered quotation, if any, to first class banks in the Eurocurrency
market by each of the Reference Banks for deposits in the applicable currency
with maturities comparable to the Interest Period for which such Eurocurrency
Rate will apply as of approximately 10:00 A.M. (New York time) two Business Days
prior to the commencement of such Interest Period. If any Reference Bank fails
to provide its offered quotation to the Administrative Agent, the Eurocurrency
Rate shall be determined on the basis of the offered quotation(s) by the other
Reference Bank(s).

"Eurocurrency Rate Loans" means Syndicated Loans or portions
thereof during the period in which such Loans bear interest at rates determined
in accordance with Section 2.08(a)(i)(A) hereof.

"Eurocurrency Reserve Percentage" means, for any day, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Eurocurrency Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States
office of any Bank to United States residents).

"Euro LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Euros, an interest rate per
annum equal to the rate that is set forth on page 3750 of the Dow Jones Telerate
Service (or any other page that may replace such page from time to time) as of
11:00 a.m. (London time) on such Interest Rate Determination Date for Euro
deposits comparable in amount to the aggregate principal amount of such Euro
denominated Loans and having a tenor equal to the duration of the applicable
Interest Period.

"Event of Default" has the meaning assigned to that term in
[Article 7] hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as
from time to time amended, and any successor statutes.

"Existing Letters of Credit" means the letters of credit
issued before the Effective Date and listed in Schedule 2.15 hereto.

"Existing Subordinated Debt" means the indebtedness of the
Company outstanding on the date of this Agreement pursuant to the Indenture
dated as of May 1, 1985 with The Chase Manhattan Bank, N.A., as Trustee, as the
same has been supplemented by the First Supplemental Subordinated Indenture and
as in effect on the date of this Agreement.

"Facility Fee Rate" has the meaning specified in the Pricing
Schedule.

"Federal Funds Rate" means on any one day the weighted
average of the rate on overnight Federal funds transactions with members of the
Federal Reserve System only arranged by Federal funds brokers as published as of
such day by the Federal Reserve Bank of New York, provided that if such
day is not a Business Day, the Federal Funds Rate shall be measured as of the
immediately preceding Business Day.

"Final Maturity Date" means the Termination Date then in
effect or, if the Company extends the Final Maturity Date pursuant to Section
2.01(e), the first anniversary of the Termination Date then in effect or if any
such day is not a Business Day, the next preceding Business Day.

"Finance Company" means any subsidiary of the Company which
is primarily engaged in the business of a finance company.

"Fully Drawn Margin" means at any date, the Eurocurrency
Margin applicable at such date assuming Utilization greater than 50%.

"Funding Date" means the date of the funding of a Loan made
pursuant to a Notice of Borrowing but does not mean the date of any conversion
or continuation of the interest rate applicable to any Loan pursuant to a Notice
of Conversion/Continuation.

"GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board as in effect from
time to time.

"Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Indebtedness", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money of that Person, (ii) that
portion of obligations with respect to Capital Leases which is properly
classified as a liability on a balance sheet of that Person in conformity with
GAAP, (iii) notes payable of that Person and drafts accepted by that Person
representing extensions of credit whether or not representing obligations for
borrowed money, (iv) any obligation of that Person owed for all or any part of
the deferred purchase price of property or services which purchase price is (a)
due more than twelve months from the date of incurrence of the obligation in
respect thereof, or (b) evidenced by a note or similar written instrument, (v)
all non-contingent obligations of such Person to reimburse any bank or
other Person in respect of amounts paid under a letter of credit or similar
instrument, (vi) all indebtedness secured by any Lien on any property or asset
owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit
of that Person and (vii) any guarantee of that Person, direct or indirect, of
any indebtedness, note payable, draft accepted, or obligation described in
clauses (i)-(vi) above of any other Person.

"Initial Loans" means the initial Loans made under this
Agreement.

"Interest Payment Date" means, (x) with respect to any
Eurocurrency Rate Loan, the last day of each Interest Period applicable to such
Eurocurrency Rate Loan; provided that in the case of each Interest Period
of six months, "Interest Payment Date" shall also include each
Interest Period Anniversary Date (or if such day is not a Business Day, then the
next succeeding Business Day) for such Interest Period and (y) in the case of
any Base Rate Loan, the last Business Day of each calendar quarter.

"Interest Period" means any interest period applicable to a
Eurocurrency Rate Loan or Competitive Bid Loan as determined pursuant to Section
2.08(b) hereof.

"Interest Period Anniversary Date" means, for each Interest
Period applicable to a Eurocurrency Rate Loan which is six months, the
three-month anniversary of the commencement of that Interest Period.

"Interest Rate Determination Date" means each date for
calculating the Eurocurrency Rate for purposes of determining the interest rate
in respect of an Interest Period. The Interest Rate Determination Date shall be
the second Business Day prior to the first day of the related Interest Period.

"Issuing Bank" means JPMorgan Chase or any other Bank
designated by the Borrower that may agree to issue letters of credit hereunder
pursuant to an instrument in form reasonably satisfactory to the Administrative
Agent, each in its capacity as an issuer of a Letter of Credit hereunder.

"JPMorgan Chase" means JPMorgan Chase Bank, and its
successors.

"Letter of Credit" means a letter of credit to be issued
hereunder by an Issuing Bank.

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

"LIBOR Auction" means a solicitation of offers to make
Competitive Bid Loans setting forth Bid Margins.

"Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest).

"Loans" means one or more of the Syndicated Loans,
Competitive Bid Loans or any combination thereof whether denominated in Dollars
or an Alternative Currency.

"Margin Stock" has the meaning assigned to that term in
Regulation U of the Board as in effect from time to time.

"Material Adverse Effect" means a material adverse effect on
the business, operations, properties, assets or financial condition of the
Company and its Subsidiaries, taken as a whole.

"Multiemployer Plan" has the meaning assigned to that term
in Section 4001(a)(3) of ERISA.

"New York Office" means, for the Administrative Agent, the
office in New York City specified in or pursuant to Section 10.08.

"Notes" means the promissory notes of the Borrowers issued
pursuant to Section 2.06(b) hereof in substantially the form of Exhibit A
hereto.

"Notice of Borrowing" means any Notice of Syndicated
Borrowing, Notice of Competitive Bid Borrowing or any combination thereof.

"Notice of Competitive Bid Borrowing" has the meaning
assigned to that term in Section 2.02(b) hereof and shall be substantially in
the form of Exhibit D-2 hereof.

"Notice of Conversion/Continuation" means any notice
delivered pursuant to Section 2.05(a) hereof and shall be substantially in the
form of Exhibit D-3 hereto.

"Notice of Issuance" means any notice delivered pursuant to
Section 2.15(c) hereof.

"Notice of Syndicated Borrowing" has the meaning assigned to
that term in Section 2.01(b) hereof and shall be substantially in the form of
Exhibit D-1 hereto.

"Officer's Certificate" means, as applied to any
corporation, a certificate executed on behalf of such corporation by its
Chairman of the Board (if an officer), its President, any Vice President of such
corporation, its Chief Financial Officer, its Treasurer or any Assistant
Treasurer of such corporation.

"Other Currency Notice" has the meaning specified in Section
2.03.

"Other Currency Obligation" has the meaning specified in
Section 7.11.

"Participating Member States" means those members of the
European Union from time to time which adopt a single, shared currency in the
Third Stage.

"PBGC" means the Pension Benefit Guaranty Corporation
created by Section 4002(a) of ERISA or any successor thereto.

"Pension Plan" means any plan (other than a Multiemployer
Plan) described in Section 4021(a) of ERISA and not excluded pursuant to Section
4021(b) thereof, which may be, is or has been established or maintained, or to
which contributions may be, are or have been made by the Company or any of its
ERISA Affiliates or as to which the Company would be considered as a "contributing
sponsor" for purposes of Title IV of ERISA at any relevant time.

"Permitted Encumbrances" means:


  
    (i)     Liens for taxes,
    assessments or governmental charges or claims the payment of which is not at
    the time required by Section 5.03;

    (ii)     Statutory Liens of
    landlords and Liens of carriers, warehousemen, mechanics, materialmen and
    other liens imposed by law incurred in the ordinary course of business for
    sums not yet delinquent or being contested in good faith, if such reserve or
    other appropriate provision, if any, as shall be required by generally
    accepted accounting principles then in effect, shall have been made therefor;

    (iii)     Liens (other than
    any Lien imposed by ERISA) incurred or deposits made in the ordinary course
    of business in connection with workers' compensation, unemployment
    insurance and other types of social security, or to secure the performance
    of tenders, statutory obligations, bids, leases, government contracts,
    performance and return-of-money bonds and other similar
    obligations (exclusive of obligations for the payment of borrowed money);

    (iv)     Any attachment or
    judgment Lien individually or in the aggregate not in excess of $50,000,000
    unless the judgment it secures shall, within 30 days after the entry
    thereof, not have been discharged or execution thereof stayed pending
    appeal, or shall not have been discharged within 30 days after the
    expiration of any such stay;

    (v)     Leases or subleases
    granted to others not interfering in any material respect with the business
    of the Company or any of its Subsidiaries;

    (vi)     Easements,
    rights-of-way, restrictions, minor defects or irregularities
    in title and other similar charges or encumbrances not interfering in any
    material respect with the ordinary conduct of the business of the Company or
    any of its Subsidiaries;

    (vii)     Any interest or
    title of a lessor under any lease;

    (viii)     Liens arising
    from UCC financing statements regarding leases; and

    (ix)     Liens in favor of
    customs and revenue authorities arising as a matter of law to secure payment
    of customs duties in connection with the importation of goods incurred in
    the ordinary course of business.

  



"Person" means and includes natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and any
Governmental Authority.

"Potential Event of Default" means a condition or event
which, after notice or lapse of time or both, would constitute an Event of
Default if that condition or event were not cured or removed within any
applicable grace or cure period.

"Pricing Schedule" means the Pricing Schedule attached
hereto.

"Prime Rate" shall mean the rate which JPMorgan Chase
announces from time to time as its prime rate, as in effect from time to time.
The Prime Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. JPMorgan Chase may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

"Pro Rata Share or pro rata Share" means, when
used with reference to any Bank and any described aggregate or total amount, the
percentage designated as such Bank's Pro Rata Share set forth under the
name of such Bank on the applicable signature page of this Agreement, as such pro
rata Share may be adjusted pursuant to the terms of this Agreement.

"Redenominate", "Redenomination" and "Redenominated"
each refers to redenomination of any Loan in an Alternative Currency into
Dollars or any other Alternative Currency pursuant to Sections 2.12(m) and 7.11.

"Reference Banks" means JPMorgan Chase, Citibank, N.A.,
Deutsche Bank AG New York Branch and UBS AG, Stamford Branch.

"Regulation D" means Regulation D of the Board as from time
to time in effect and any successor to all or a portion thereof establishing
reserve requirements.

"Reimbursement Obligation" has the meaning specified in
Section 2.15(d).

"Reportable Event" means a "reportable event"
described in Section 4043(b) of ERISA or in the regulations thereunder notice of
which to PBGC is required within 30 days after the occurrence thereof, or
receipt of a notice of withdrawal liability with respect to a Multiemployer Plan
pursuant to Section 4204 of ERISA.

"Required Banks" means, as at any time any determination
thereof is to be made, the Banks holding at least 51% of the Total Commitment
or, if no Commitments are in effect, 51% of the Total Outstanding Amount.

"Restricted Subsidiary" means each Subsidiary (or a group of
Subsidiaries that would constitute a Restricted Subsidiary if consolidated and
which are engaged in the same or related lines of business) of the Company now
existing or hereafter acquired or formed by the Company which (x) for the most
recent fiscal year of the Company, accounted for more than 5% of the
consolidated revenues of the Company and its Subsidiaries, or (y) as at the end
of such fiscal year, was the owner of more than 5% of the consolidated assets of
the Company and its Subsidiaries. For purposes of this definition, the proviso
to the definition of Subsidiary shall not be applicable.

"Securities Act" means the Securities Act of 1933, as from
time to time amended, and any successor statutes.

"Specified Currency" has the meaning specified in Section
10.18 of this Agreement.

"Subsidiary" means, in respect to any Person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof; provided, however, that no Finance Company or any
Subsidiary of any Finance Company shall be treated as a Subsidiary of the
Company.

"Subsidiary Borrower" means any Subsidiary of the Company
designated as such in writing by the Company; provided that such
Subsidiary shall enter into an Assumption Agreement in the form annexed hereto
as Exhibit G appropriately completed and that no Loan shall be made to such
Subsidiary and no Letter of Credit shall be issued upon the request of such
Subsidiary until Section 3.03 has been complied with as to such Subsidiary.

"Syndicated Loan" means a Loan which is made as part of a
Borrowing, is made collectively by the Banks based on each Bank's Pro
Rata Share of such Loan, is made as either a Base Rate Loan or a Eurocurrency
Rate Loan and is requested pursuant to a Notice of Syndicated Borrowing.

"Termination Date" means March 29, 2004, or such later date
to which the Termination Date then in effect may be extended pursuant to Section
2.01(d), or if any such day is not a Business Day, the next preceding Business
Day.

"Termination Event" means (i) a Reportable Event with
respect to any Pension Plan, or (ii) the withdrawal of the Company or any of its
ERISA Affiliates from a Pension Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the
filing of a notice of intent to terminate a Pension Plan (including any such
notice with respect to a Pension Plan amendment referred to in Section 4041(e)
of ERISA), or (iv) the institution of proceedings to terminate a Pension Plan by
the PBGC, or (v) any other event or condition which, to the best knowledge of
the Company, would constitute grounds under Section 4042(a) of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan.

"Textron Affiliate," as applied to the Company, means any
Person or Persons directly or indirectly controlling the Company. For purposes
of this definition, controlling, as applied to the Company, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the Company, whether through the
ownership of voting securities or by contract or otherwise. Neither any Bank nor
any parent of any Bank nor any Subsidiary of any such Bank or parent shall be
treated as a Textron Affiliate.

"Textron Affiliate Amount" means, as at any date of
determination, the then aggregate outstanding amount of all loans and/or
advances to any Textron Affiliate from the Company or any Subsidiary of the
Company (without giving effect to the proviso to the definition of Subsidiary).

"Third Stage" means the third stage of European economic and
monetary union pursuant to the Treaty on European Union.

"Total Commitment" means, as at any date of determination,
the aggregate Commitments of all Banks then in effect (as such Commitments may
be reduced from time to time pursuant to Section 2.10(a) hereof). The original
amount of the Total Commitment is $500,000,000.

"Total Outstanding Amount" means, at any time, the sum of (i)
the aggregate outstanding principal amount of the Loans (including both
Syndicated Loans and Competitive Bid Loans), denominated in Dollars together
with the Currency Equivalent in Dollars of all Loans denominated in Alternative
Currencies, determined at such time after giving effect, if one or more Loans
are being made at such time, to any substantially concurrent application of the
proceeds thereof to repay one or more other Loans plus, without
duplication, (ii) the aggregate amount of the Letter of Credit Liabilities of
all Banks at such time.

"2002 Credit Agreement" has the meaning assigned to that
term in Section 3.01(d).

"Type" means, in respect of any Syndicated Loan, any type of
Syndicated Loan, i.e., either a Base Rate Loan or a Eurocurrency Rate
Loan.

"US LIBOR" means, with respect to any Interest Rate
Determination Date for any Loans denominated in Dollars, an interest rate per
annum equal to the rate that is set forth on page 3750 of the Dow Jones Telerate
Service (or any other page that may replace such page from time to time) as of
11:00 A.M. (London time) on such Interest Rate Determination Date for Dollar
deposits comparable in amount to the aggregate principal amount of such Dollar
denominated Loans and having a tenor equal to the duration of the applicable
Interest Period.

"Utilization" has the meaning specified in the Pricing
Schedule.

Section 1.02. Accounting Terms and Determinations.
Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP, applied on a basis consistent (except for changes
concurred in by the Company's independent public accountants) with the
most recent audited consolidated financial statements of the Company and its
Consolidated Subsidiaries delivered to the Banks; provided that, if the
Company notifies the Administrative Agent that the Company wishes to amend any
covenant in Article 6 to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Company
that the Required Banks wish to amend Article 6 for such purpose), then the
Company's compliance with such covenant shall be determined on the basis
of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Company and the Required Banks; provided further
that the implementation of Statement of Financial Accounting Standards No.
142 shall not be deemed a change in GAAP for purposes of the preceding proviso.

Section 1.03. Currency Equivalents. For
purposes of determining in any currency any amount outstanding in another
currency, the Currency Equivalent of such second currency on the date of
determination shall be used. If any reference to any Loan or other amount herein
would include amounts in Dollars and in one or more Alternative Currencies or to
an amount in Dollars that in fact is in one or more Alternative Currencies, such
reference (whether or not it expressly so provides) shall be deemed to refer, to
the extent it includes an amount in any Alternative Currency, to the Currency
Equivalent in Dollars of such amount at the time of determination.

Article 2

Amounts And Terms Of Commitments And Loans

Section 2.01 Commitments.

(a) Loans. Subject to the terms and conditions
of this Agreement and in reliance upon the representations and warranties of
each Borrower herein set forth, each Bank hereby severally agrees to lend to the
Borrowers from time to time during the period from and including the Effective
Date to but not including the Termination Date its pro rata Share of the
Total Commitment. Each Bank's Commitment and the Total Commitment shall
expire in full on the Termination Date.

Amounts borrowed under this Section 2.01(a) may, subject to the limitations
set forth in this Agreement, be repaid and, up to but excluding the Termination
Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder
with respect to the Syndicated Loans shall be paid in full no later than the
Final Maturity Date.

Borrowings on any Funding Date with respect to a Syndicated Loan under this
Section 2.01(a) shall be in Dollars, or in the requested Alternative Currency,
in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent
thereof in any Alternative Currency) and integral multiples, in the case of
Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the
case of Loans denominated in an Alternative Currency, in integral multiples of
1,000,000 units or, in either case, if less, the unutilized amount of the Total
Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be
borrowed by any Borrower if the Total Outstanding Amount, after giving effect to
the Loan so requested and all other Loans then requested which have not yet been
funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated
Loan may be borrowed by any Borrower in an Alternative Currency if the Currency
Equivalent in Dollars of the aggregate principal amount of all Syndicated Loans
outstanding hereunder denominated in Alternative Currencies, after giving effect
to the Loan so requested and all other Loans then requested which have not yet
been funded, shall exceed $200,000,000.

For purposes of determining (A) whether the making of any Borrowing will
cause the outstanding aggregate principal amount of Loans denominated in Dollars
together with the Currency Equivalent in Dollars of all Loans denominated in
Alternative Currencies to exceed the Total Commitment or (B) whether the making
of any Loan in an Alternative Currency will cause the Currency Equivalent in
Dollars of the outstanding aggregate principal amount of Loans denominated in
Alternative Currencies to exceed $200,000,000, the Administrative Agent will
make such determinations three (3) Business Days in advance of a proposed
Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR
Loans and one (1) Business Day in advance of a proposed Borrowing consisting of
Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the
Currency Equivalent of any Loan denominated in an Alternative Currency for
purposes of such a determination at the rate of exchange in effect on such date.

(b) Notice of Syndicated Borrowing. Subject to
Section 2.01(a), whenever any Borrower desires to borrow under this Section
2.01, it shall deliver to the Administrative Agent a Notice of Syndicated
Borrowing (which may be telephonic, confirmed promptly in writing) no later than
10:30 A.M. (New York time) (x) in the case of a Base Rate Loan, on the proposed
Funding Date, (y) in the case of a Eurocurrency Rate Loan denominated in
Dollars, three Business Days in advance of the proposed Funding Date and (z) in
the case of a Eurocurrency Rate Loan denominated in an Alternative Currency,
four Business Days in advance of the proposed Funding Date. The Notice of
Syndicated Borrowing shall specify (i) the proposed Funding Date (which shall be
a Business Day), (ii) the amount of the proposed Loans, (iii) whether such Loans
are to consist of Base Rate Loans or Eurocurrency Rate Loans or a combination
thereof and the amounts thereof, (iv) the currency of such Loans, (v) the
Account of the Borrower for such Loans, (vi) the Interest Period(s) therefor and
(vii) the aggregate principal amount of Loans outstanding in Dollars and in each
Alternative Currency, after giving effect to the proposed Loan and all other
Loans then requested which have not yet been funded.

Neither the Administrative Agent nor any Bank shall incur any liability to
any Borrower in acting upon any telephonic notice referred to above which the
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of such
Borrower or for otherwise acting in good faith under this Section 2.01(b) and,
upon funding of Syndicated Loans by the Banks in accordance with this Agreement
pursuant to any telephonic notice, such Borrower shall have borrowed such Loans
hereunder.

Except as provided in Sections 2.01(c) and 2.12(d), a Notice of Syndicated
Borrowing for a Eurocurrency Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and the applicable Borrower shall be bound to make a borrowing in accordance
therewith.

(c) Disbursement of Funds. Promptly after
receipt of a Notice of Syndicated Borrowing pursuant to Section 2.01(b) (or
telephonic notice in lieu thereof) with respect to a Syndicated Loan, the
Administrative Agent shall notify each Bank of the proposed borrowing. Each Bank
shall make its pro rata Share of the amount of such Loans available to
the Administrative Agent in the applicable currency by causing funds in such
amount to be credited to the Account of the Administrative Agent in same day
funds (or, in the case of any Alternative Currency, in such funds as may then be
customary for the settlement of international transactions in such Alternative
Currency) not later than 12:00 Noon (local time in the city in which the
Administrative Agent's Account is located) on the Funding Date. Such
Loans of a Bank shall be equal to such Bank's pro rata Share of
the aggregate amount of all such Loans requested by the applicable Borrower
pursuant to the applicable Notice of Syndicated Borrowing. Upon satisfaction or
waiver of the conditions precedent specified in Section 3.01 (in the case of the
Initial Loans) and Sections 3.02 and, if applicable, 3.03 (in the case of all
Loans) the Administrative Agent shall make the proceeds of such Loans available
to the applicable Borrower by causing an amount of funds equal to the proceeds
of all such Loans received by the Administrative Agent to be credited to the
Account of such Borrower in same day funds (or, in the case of any Alternative
Currency, in such funds as may then be customary for the settlement of
international transactions in such Alternative Currency).

In the case of a proposed Borrowing consisting of Eurocurrency Rate Loans in
an Alternative Currency, each Bank shall be obligated (subject to the
satisfaction of all conditions precedent as specified in Article 3 of this
Agreement) to make its Eurocurrency Rate Loan in the requested Alternative
Currency unless such Bank shall deliver to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day before the
requested date of such Borrowing a notice that it is unable to fund its pro
rata Share of such Borrowing in such currency, which notice shall be
notified immediately by the Administrative Agent to the requesting Borrower. If
any Bank shall have so provided to the Administrative Agent such notice, the
Administrative Agent shall promptly notify the requesting Borrower and each Bank
that a Bank has provided such notice, whereupon such Borrower may, by notice to
the Administrative Agent not later than 2:00 P.M. (New York City time) on the
third Business Day before the requested date of such Eurocurrency Rate Loan,
withdraw the Notice of Borrowing relating to such Borrowing. If the requesting
Borrower does so withdraw such Notice of Borrowing, the Borrowing requested in
such Notice of Borrowing shall not occur and the Administrative Agent shall
promptly so notify each Bank. If the requesting Borrower does not so withdraw
such Notice of Borrowing, the Administrative Agent shall promptly so notify each
Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing
which requests a Eurocurrency Rate Loan denominated in Dollars in an aggregate
amount equal to the Currency Equivalent in Dollars of the amount of such
Alternative Currency specified in such Notice of Borrowing; and in such notice
by the Administrative Agent to each Bank the Administrative Agent shall state
such aggregate amount of Dollars and such Bank's pro rata Share
of such Eurocurrency Rate Loan.

Except as set forth in the immediately preceding paragraph, unless the
Administrative Agent shall have been notified by any Bank (which notice may be
telephonic, confirmed promptly in writing) prior to any Funding Date in respect
of any Syndicated Loan that such Bank does not intend to make available to the
Administrative Agent such pro rata Share of such Loan on such Funding
Date, the Administrative Agent may assume that such Bank has made such amount
available to the Administrative Agent on such Funding Date and the
Administrative Agent in its sole discretion may, but shall not be obligated to,
make available to the applicable Borrower a corresponding amount on such Funding
Date. If such corresponding amount is not in fact made available to the
Administrative Agent by such Bank, the Administrative Agent shall be entitled to
recover such corresponding amount on prompt demand from such Bank together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to the Administrative Agent at the customary rate set by the
Administrative Agent for the correction of errors among banks for three Business
Days and thereafter at the Base Rate. If such Bank does not pay such
corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the applicable Borrower
and such Borrower shall immediately pay such corresponding amount to the
Administrative Agent. Nothing in this Section 2.01(c) shall be deemed to relieve
any Bank from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which such Borrower may have against any Bank as a result of any
default by such Bank hereunder.

(d) Extension of Commitments.  The Commitments may be extended, if at the time no Potential Event of Default or
Event of Default has occurred and is continuing, in the manner and amount set
forth in this Section 2.01(d), for a period of 364 days measured from the
Termination Date then in effect. If the Company wishes to request an extension
of each Bank's Commitment, it shall give notice to that effect to the
Administrative Agent not less than 45 days and not more than 55 days prior to
the Termination Date then in effect, whereupon the Administrative Agent shall
promptly notify each of the Banks of such request. Each Bank will use its best
efforts to respond to such request, whether affirmatively or negatively, as it
may elect in its sole discretion, within 30 days of such request to the
Administrative Agent, but in any event no earlier than 30 days prior to the
Termination Date then in effect. If any Bank shall not have responded
affirmatively within such 30-day period, such Bank shall be deemed to
have rejected the Company's proposal to extend its Commitment, and only
the Commitments of those Banks which have responded affirmatively shall be
extended, subject to receipt by the Administrative Agent of counterparts of an
Extension Agreement in substantially the form of Exhibit H hereto (the "Extension
Agreement") duly completed and signed by the Company, the
Administrative Agent and all of the Banks which have responded affirmatively. No
extension of the Commitments pursuant to this Section 2.01(d) shall be legally
binding on any party hereto unless and until such Extension Agreement is so
executed and delivered by Banks having at least 66 2/3% of the
aggregate amount of the Commitments.

(i) If any Bank rejects, or is deemed to have
rejected, the Borrower's proposal to extend its Commitment, (A) this
Agreement shall terminate on the Termination Date then in effect with respect to
such Bank, (B) the Borrower shall pay to such Bank on such Termination Date any
amounts due and payable to such Bank on such date and (C) the Borrower may, if
it so elects, designate a Person not theretofore a Bank and acceptable to the
Administrative Agent to become a Bank, or agree with an existing Bank that such
Bank's Commitment shall be increased, provided that the aggregate
amount of the Commitments following any designation or agreement may not exceed
the aggregate amount of the Commitments on the date hereof. Upon execution and
delivery by the Borrower and such replacement Bank or other Person of an
instrument of assumption in form and amount satisfactory to the Administrative
Agent and execution and delivery of the Extension Agreement pursuant to Section
2.01(d)(i), such existing Bank shall have a Commitment as therein set forth or
such other Person shall become a Bank with a Commitment as therein set forth and
all the rights and obligations of a Bank with such a Commitment hereunder.

(ii) The Administrative Agent shall promptly notify the Banks of the
effectiveness of each extension of the Commitments pursuant to this Section
2.01(d).

(e) Extension of Final Maturity Date. The Final
Maturity Date may be extended, at the option of the Company, exercisable by
notice as set forth below, to the date which is the first anniversary of the
Termination Date then in effect (or, if such date is not a Business Day, the
next preceding Business Day), so long as no Event of Default or Potential Event
of Default has occurred and is continuing and the representations and warranties
contained herein shall be true, correct and complete in all material respects on
the date such notice is given and on the Termination Date then in effect. If the
Company wishes to exercise this option, it shall give notice to such effect to
the Administrative Agent not less than 45 days prior to the Termination Date
then in effect, and assuming satisfaction of the applicable conditions specified
above (and such notice shall constitute a representation and warranty by the
Company to the effect such conditions are satisfied), the Final Maturity Date
shall be so extended automatically and without further action by any party
hereto effective upon receipt by the Administrative Agent of such notice. The
Administrative Agent will promptly notify the Banks of any such notice received
by it.

(i) The Company may concurrently request an extension of the Commitments
pursuant to Section 2.01(d) and elect to extend the Final Maturity Date pursuant
to this Section 2.01(e); provided that if the Commitments are extended in
whole or in part pursuant to Section 2.01(d), the Final Maturity Date shall be
extended to the then applicable Termination Date with respect to the Banks whose
Commitments are extended, but shall not be extended with respect to the Banks
whose Commitments are not extended, and the Company shall again have the right
pursuant to this Section 2.01(e) to extend the Final Maturity Date to the first
anniversary of such extended Termination Date.

Section 2.02. Competitive Bid Loans. Subject
to and upon the terms and conditions herein set forth, each Bank severally
agrees that any Borrower may incur a Competitive Bid Loan in Dollars or in an
Alternative Currency pursuant to a Notice of Competitive Bid Borrowing from time
to time on and after the Effective Date and prior to the date which is the
Business Day preceding the date which is 30 days prior to the Termination Date, provided
that the aggregate principal amount of all Loans outstanding hereunder
denominated in Dollars together with the Currency Equivalent in Dollars of all
Loans denominated in Alternative Currencies, after giving effect to the Loan so
requested and all other Loans then requested which have not yet been funded,
will not exceed the Total Commitment then in effect. The determination required
by the immediately preceding sentence shall be made by the Administrative Agent
in accordance with the last paragraph of Section 2.01(a). Within the foregoing
limits and subject to the conditions set forth in this Agreement, Competitive
Bid Loans may be repaid and reborrowed in accordance with the provisions hereof.
Competitive Bid Loans made on any Funding Date shall be in Dollars, or in the
requested Alternative Currency, in an aggregate minimum amount of $10,000,000
(or the Currency Equivalent thereof in any Alternative Currency) and in integral
multiples in the case of Loans denominated in Dollars, of $1,000,000 in excess
of such amount and, in the case of Loans denominated in an Alternative Currency,
in integral multiples of 1,000,000 units.

(a) Whenever the Company or a Subsidiary Borrower
desires to incur a Competitive Bid Loan, it shall in the case of the Company,
deliver to the Administrative Agent and each Bank, and in the case of a
Subsidiary Borrower, deliver to the Company (which shall deliver to the
Administrative Agent and each Bank), a Notice of Competitive Bid Borrowing, such
notice to specify in each case the date of the proposed Competitive Bid Loan(s),
the aggregate amount of the proposed Competitive Bid Loan(s), the maturity date
for repayment of each Competitive Bid Loan to be made as part of such
Competitive Bid Loans (each of which maturity dates may not be later than the
Business Day prior to the Termination Date), the currency of the proposed
Competitive Bid Loan(s) (which shall be Dollars or, in the case of a LIBOR
Auction, an Alternative Currency), the Account of the Borrower for such Loan(s),
the interest payment date or dates relating thereto, whether the Competitive Bid
Loan(s) are to be Competitive Bid Absolute Rate Loans or Competitive Bid LIBOR
Loans, the aggregate principal amount of Loans outstanding in Dollars and in
each Alternative Currency after giving effect to the proposed Competitive Bid
Loan(s) and all other Loans then requested which have not yet been funded and
any other terms to be applicable to such Competitive Bid Loan(s). A Notice of
Competitive Bid Borrowing must be received no later than 11:00 A.M. (New York
City time) on (i) the fifth Business Day prior to the date of the Borrowing
proposed therein, in the case of a LIBOR Auction or (ii) the Business Day next
preceding the date of Borrowing proposed therein, in the case of an Absolute
Rate Auction. No Notice of Competitive Bid Borrowing shall be given earlier than
three Business Days subsequent to the making of the last Competitive Bid Loan.

(b) Each Bank shall, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more Competitive Bid Loans to
the applicable Borrower as part of such proposed Competitive Bid Loan(s) by
notifying the Company, not later than 2:00 P.M. (New York City time) on the
fourth Business Day prior to the proposed date of Borrowing, in the case of a
LIBOR Auction and 10:00 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction (each such date being
hereinafter referred to as a "Reply Date"), of (i) the minimum
amount and maximum amount of each Competitive Bid Loan which such Bank would be
willing to make as part of such proposed Competitive Bid Loan(s) (which amounts
may, subject to the provisions of Section 2.01(a), exceed such Bank's
Commitment); provided that the minimum amount of any Bank's bid
shall be at least $5,000,000 (or, in the case of a Competitive Bid Loan
denominated in an Alternative Currency, the Currency Equivalent thereof in such
Alternative Currency), (ii) in the case of a LIBOR Auction, the margin above or
below the applicable Eurocurrency Rate (the "Bid Margin")
offered for each such Competitive Bid Loan, expressed as a percentage (specified
to the nearest 1/10,000th of 1%) to be added to or subtracted from such base
rate and (iii) in the case of an Absolute Rate Auction, the rate of interest per
annum (specified to the nearest 1/10,000th of 1%) (the "Absolute Rate")
offered for each such Competitive Bid Loan. If any Bank shall not notify the
Company, before 2:00 P.M. or 10:00 a.m. (New York City time), as the case may
be, on the Reply Date of its offer of a Competitive Bid Loan, such Bank shall be
deemed not to be making an offer with respect to such Competitive Bid Loan.

(c) The Company shall, in turn, before 11:00 A.M. (New
York City time) on the third Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or  the
Reply Date, in the case of an Absolute Rate Auction either


  
    (A) cancel such Competitive Bid Loan by giving the Administrative Agent
    and each Bank notice to that effect (whereupon such Competitive Bid Loan
    will not be made), or

    (B) accept one or more of the offers made by any Bank or Banks pursuant
    to Section 2.02(c), in its sole discretion, by giving notice to the
    Administrative Agent and such Bank of the amount of each Competitive Bid
    Loan (which amount shall be equal to or greater than the minimum amount, and
    equal to or less than the maximum amount, notified to the Company by such
    Bank or Banks for such Competitive Bid Loan pursuant to Section 2.02(c)) to
    be made by such Bank as part of such Competitive Bid Loan, and reject any
    remaining offers made by Banks pursuant to Section 2.02(c) above by giving
    the Administrative Agent and such Bank notice to that effect.

  



(d) On the Funding Date of each Competitive Bid Loan, each Bank required to
participate therein will make available its share of such Competitive Bid Loan
(as specified in Section 2.02(d)) by causing funds in such amount to be credited
to the Account of the Borrower in same day funds (or, in the case of any
Alternative Currency, in such funds as may then be customary for the settlement
of international transactions in such Alternative Currency) not later than 12:00
Noon (local time in the city in which the Borrower's Account is
located).

(e) Each Competitive Bid Loan shall be payable on the maturity date specified
in the Notice of Competitive Bid Borrowing relating to such Competitive Bid
Loan.

Section 2.03. Notices of
Other Currencies. At any time, and from time to time, any
Borrower may request that a lawful currency, in addition to British Pounds
Sterling, Canadian Dollars and Euros, which is freely transferable and freely
convertible into Dollars be made an "Alternative Currency." Any such
request shall be made by such Borrower to the Administrative Agent and shall
specify the currency or currencies to be considered for addition to the list of
Alternative Currencies (each such request being an "Other Currency
Notice"). Upon receipt of an Other Currency Notice, the Administrative
Agent shall give each Bank prompt notice thereof by telecopier (the "Agent's
Other Currency Notice"), which notice shall be in no event later than
one Business Day after receipt of such Other Currency Notice. Within ten
Business Days of receipt of the Agent's Other Currency Notice, each Bank
shall notify the Administrative Agent whether it consents to the addition of
such other currency or currencies to the list of Alternative Currencies. If any
Bank does not respond to an Agent's Other Currency Notice, it shall be
deemed not to have consented to any such addition. At the end of such ten
Business Day period, the Administrative Agent shall notify the requesting
Borrower and each Bank as to whether all the Banks have consented to the
proposed addition and, in the event that all of the Banks have so consented, as
to the applicable page on the Dow Jones Telerate Service from which the
Eurocurrency Rate for such currency shall be calculated. If all of the Banks
have so consented, such currency or currencies shall be considered an
"Alternative Currency" for purposes of this Agreement; otherwise, it
or they shall not. No Borrower shall request any Loan in any currency which is
the subject of an Other Currency Notice until such currency has been made an
Alternative Currency pursuant to this Section.

Section 2.04. Substitution of Euro for National
Currency. If any Alternative Currency is replaced by the Euro,
unless otherwise agreed by the Company, the Administrative Agent and the Banks,
the Euro may be tendered in satisfaction of any obligation denominated in such
Alternative Currency at the conversion rate specified in, or otherwise
calculated in accordance with, the regulations adopted by the Council of the
European Union relating to the Euro. No replacement of an Alternative Currency
by the Euro shall discharge, excuse or otherwise affect the performance of any
obligation of the Borrower under this Agreement.

Section 2.05. Notices of Conversion/Continuation. 
Subject to the provisions of Section 2.12
hereof, the applicable Borrower shall have the option to convert at any time all
or any part of its outstanding Base Rate Loans in an aggregate minimum amount of
$10,000,000 and integral multiples of $5,000,000 in excess of that amount, to
Eurocurrency Rate Loans denominated in Dollars and upon the expiration of any
Interest Period applicable to outstanding Eurocurrency Rate Loans, to continue
all or any portion of such Eurocurrency Rate Loans in an aggregate minimum
amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative
Currency) and integral multiples of, in the case of Loans denominated in
Dollars, $5,000,000 in excess of that amount and, in the case of Loans
denominated in an Alternative Currency, in integral multiples of 5,000,000 units
as Eurocurrency Rate Loans. The succeeding Interest Period(s) of such converted
or continued Eurocurrency Rate Loan shall commence on the date of conversion in
the case of clause (i) above and on the last day of the Interest Period of the
Eurocurrency Rate Loans to be continued in the case of clause (ii) above.

The applicable Borrower shall deliver a Notice of Conversion/Continuation to
the Administrative Agent no later than 11:00 A.M. (New York City time) at least
three Business Days, in the case of a conversion into or continuation of
Eurocurrency Rate Loans denominated in Dollars and at least four Business Days,
in the case of a continuation of Eurocurrency Rate Loans denominated in an
Alternative Currency, in advance of the proposed conversion/continuation date. A
Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount of
the Syndicated Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation and (iv) the requested Interest Period.

Except as provided in Section 2.12(d) hereof, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurocurrency
Rate Loan shall be irrevocable on or after the related Interest Rate
Determination Date, and the applicable Borrower shall be bound to convert or
continue in accordance therewith.

(a) Unless the applicable Borrower shall have given the Administrative Agent
(x) a timely Notice of Conversion/Continuation in accordance with the provisions
of Section 2.05(a) hereof with respect to Eurocurrency Rate Loans outstanding or
(y) written notice of such Borrower's intent to prepay Eurocurrency Rate
Loans, furnished not later than 11:00 A.M. (New York City time) on the fourth
Business Day prior to the last day of the Interest Period with respect to such
Eurocurrency Rate Loans, the applicable Borrower shall be deemed to have
requested that such Eurocurrency Rate Loans be continued for an additional
Interest Period of one month.

Section 2.06. Registry. The
Administrative Agent shall maintain a register (the "Register")
on which it will record the Commitment of each Bank, each Loan made by such Bank
to each Borrower, each repayment of any Loan made by such Bank, the stated
amount of each Letter of Credit and the principal amount of each Bank's
outstanding Letter of Credit Liabilities. Any such recordation by the
Administrative Agent on the Register shall constitute prima facie
evidence thereof, absent manifest error. Each Bank shall record on its internal
records (including computerized systems) the foregoing information as to its own
Commitment, Loans and Letter of Credit Liabilities. Failure to make any such
recordation, or any error in such recordation, shall not affect each
Borrower's obligations hereunder in respect of the Loans made to such
Borrower and in respect of the Letters of Credit issued upon the request of such
Borrower.

(a) Each Borrower hereby agrees that, upon the request
of the Administration Agent if so instructed by any Bank at any time, such
Bank's Loans shall be evidenced by a promissory note of such Borrower
substantially in the form of Exhibit A hereto (a "Note"). The
Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to
the order of such Bank, be payable in the principal amount of the denominated
currency of the outstanding Loans evidenced thereby, provide that all Loans then
outstanding shall be repaid on the date as provided herein, bear interest as
provided in the appropriate clause of Section 2.08 hereof, be entitled to the
benefits of this Agreement, and have attached thereto a schedule (a "Loans
and Principal Payments Schedule") substantially in the form of the
Schedule to Exhibit A hereto. At the time of the making of each Loan or
principal payment in respect thereof, each Bank may, and is hereby authorized
to, make a notation on the Loans and Principal Payments Schedule of the date and
the amount of such Loan or payment, as the case may be. Notwithstanding the
foregoing, the failure to make a notation with respect to the making of any
Loan, shall not limit or otherwise affect the obligation of the Borrower
hereunder or under the applicable Note with respect to such Loan and payments of
principal by the Borrower shall not be affected by the failure to make a
notation thereof on the appropriate Loans and Principal Payments Schedule.

Section 2.07. Pro Rata Borrowings. The
Syndicated Loans comprising each Borrowing under this Agreement shall be made by
the Banks simultaneously and each Bank's Syndicated Loan shall be equal
to such Bank's pro rata Share of such Borrowing. It is understood
that no Bank shall be responsible for any default by any other Bank in its
obligation to make a Loan hereunder and that each Bank shall be obligated to
make the Loans provided to be made by it hereunder subject to the terms hereof,
regardless of the failure of any other Bank to fulfill its commitment to make
Loans hereunder. If, as a result of an error in the determination of any
Bank's pro rata Share of a Borrowing with respect to a Syndicated
Loan, a Bank makes a Syndicated Loan in excess of its pro rata Share (an
"Erroneous Loan") the applicable Borrower shall, upon the
request of the Administrative Agent, repay a portion of such Syndicated Loan
equal to such excess or, within two days of receiving written notice of such
error, correct such error by effecting a Borrowing of Syndicated Loans having a
comparable maturity to the then remaining maturity of the Erroneous Loan (a
"Correcting Loan") and allocating the Correcting Loan among the
Banks such that, after such allocation, the sum of the principal amounts of the
Erroneous Loan and the Correcting Loan held by each Bank shall represent such
Bank's pro rata Share of the sum of the aggregate principal
amounts of the Erroneous Loans and the Correcting Loans held by all Banks; provided,
however, that the Borrower may not incur Correcting Loans if, after
giving effect to such Correcting Loans, the outstanding Syndicated Loans of any
Bank shall exceed such Bank's Commitment or if the aggregate principal
amount of all Loans outstanding would exceed the Total Commitment then in
effect. Borrowings of Correcting Loans shall be subject to all of the terms and
conditions of Borrowings hereunder.

Section 2.08. Interest.
Rate of Interest on Loans.


  
  
  (i) Each Borrower agrees to pay interest in respect of the unpaid principal
  amount of each Syndicated Loan made to it from and including the date made to
  but not including the date repaid.

  
    
      (A) Each Eurocurrency Rate Loan shall bear
      interest on the unpaid principal amount thereof for the applicable
      Interest Period at an interest rate per annum equal to the sum of the
      Eurocurrency Margin plus the applicable Eurocurrency Rate.

      (B) Each Base Rate Loan shall bear interest on the unpaid principal
      thereof at an interest rate per annum equal to the applicable Base Rate.

    

  

  (ii) Each Borrower agrees to pay interest in respect of the unpaid
  principal amount of each Competitive Bid Loan made to it from and including
  the date made to but not including the date repaid.

  
    
      (A) Each Competitive Bid LIBOR Loan shall bear interest on the
      outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the sum of the Eurocurrency Rate for
      such Interest Period plus (or minus) the Bid Margin quoted by the Bank
      making such Loan in accordance with Section 2.02(b).

      (B) Each Competitive Bid Absolute Rate Loan shall bear interest on the
      outstanding principal amount thereof, for the Interest Period applicable
      thereto, at a rate per annum equal to the Absolute Rate quoted by the Bank
      making such Loan in accordance with Section 2.02(b).

    

  





The Administrative Agent shall determine each interest rate applicable to the
Loans hereunder in accordance with Section 2.12(a). The Administrative Agent
shall give prompt notice to the applicable Borrower and Banks of each rate of
interest so determined, and its determination thereof shall be conclusive in the
absence of manifest error.

(b) Interest Periods. In connection with each
Eurocurrency Rate Loan and Competitive Bid Loan, the applicable Borrower shall
elect an interest period (each an "Interest Period") to be
applicable to such Eurocurrency Rate Loan or Competitive Bid Loan, as the case
may be. The Interest Period with respect to each Eurocurrency Rate Loan shall be
either a one, two, three or six month period, with respect to each Competitive
Bid LIBOR Loan shall be a whole number of months as specified by the Borrower in
the Notice of Competitive Bid Borrowing and with respect to each Competitive Bid
Absolute Rate Loan shall be such number of days (but not less than seven days)
as specified by the Borrower in the Notice of Competitive Bid Borrowing; provided
that:


  
    (A) the Interest Period for each Eurocurrency Rate Loan and Competitive
    Bid Loan shall commence on the date of such Loan;

    (B) if an Interest Period would otherwise expire on a day which is not a
    Business Day, such Interest Period shall expire on the next succeeding
    Business Day; provided that if any Interest Period would otherwise
    expire on a day which is not a Business Day but is a day of the month after
    which no further Business Day occurs in such month, such Interest Period
    shall expire on the next preceding Business Day;

    (C) any Interest Period which begins on the last Business Day of a
    calendar month (or on a day for which there is no numerically corresponding
    day in the calendar month at the end of such Interest Period) shall end on
    the last Business Day of such ending calendar month;

    (D) no Interest Period shall extend beyond the Final Maturity Date; and

    (E) there shall be no more than 30 Interest Periods outstanding at any
    time.

  



(c) Interest Payments. Interest shall be payable on each (i)
Syndicated Loan in arrears on each Interest Payment Date applicable to that
Loan, and (ii) Competitive Bid Loan, at such times as agreed to by the
applicable Borrower and the Bank making such Competitive Bid Loan (which shall
be the scheduled maturity date of such Loan if less than 180 days after the
making of such Loan), and in each case upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and when due and payable (whether at
maturity, by acceleration or otherwise).

(d) Computation of Interest. Interest on Eurocurrency Rate Loans
(other than Eurocurrency Rate Loans denominated in British Pounds Sterling)
shall be computed on the basis of a 360-day year and the actual number
of days elapsed in the period during which it accrues and interest on Base Rate
Loans and Eurocurrency Rate Loans denominated in British Pounds Sterling shall
be computed on the basis of a 365-day year and the actual number of days
elapsed in the period during which it accrues. Interest on a Competitive Bid
Loan shall be computed on the basis set forth in the applicable Notice of
Competitive Bid Borrowing. In computing interest on any Loan, the date of the
making of the Loan or, in the case of a Eurocurrency Rate Loan, the first day of
an Interest Period, as the case may be, shall be included and the date of
payment or the expiration of an Interest Period, as the case may be, shall be
excluded; provided that if a Loan is repaid on the same day on which it
is made, one day's interest shall be paid on that Loan.

(e) Post-Maturity Interest. Any principal payments on the
Loans not paid when due and, to the extent permitted by applicable law, any
interest payment on the Loans not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate per annum equal to the
sum of 2% plus the higher of (i) the rate of interest applicable to such Loans
or (ii) the rate of interest otherwise payable under this Agreement for Base
Rate Loans.

Section 2.09  Commissions and Fee. Facility Fees.


  
    (i) The Company shall pay to the Administrative Agent for the account of
    the Banks a facility fee in Dollars at the Facility Fee Rate accrued (A)
    from and including the Effective Date to but not including the Termination
    Date on the daily average aggregate amount of the Commitments (whether used
    or unused) and (B) from and including the Termination Date to but not
    including the date the Loans shall be repaid in their entirety, on the daily
    aggregate outstanding Currency Equivalent in Dollars of the Loans.

    (ii) Such facility fees shall be computed on the basis of a year of 360
    days and paid for the actual number of days elapsed. Such facility fees
    shall be paid quarterly in arrears on each March 31, June 30, September 30
    and December 31 and upon the date of termination of the Commitments in their
    entirety (and, if later, the date the Loans shall be repaid in their
    entirety). From the effective date of any termination or reduction of
    Commitments, such facility fees shall cease to accrue or be correspondingly
    reduced. If the Commitments are terminated in their entirety or reduced,
    facility fees accrued on the total Commitments, or accrued on the aggregate
    amount of the reduction of the Commitments (in the case of such a
    reduction), shall be payable on the effective date of such termination or
    reduction.

  



(b) Letter of Credit Fees. The Company shall pay (i) to the
Administrative Agent for the account of the Banks ratably a letter of credit fee
accruing daily on the aggregate undrawn amount of all outstanding Letters of
Credit at a rate per annum equal to the Fully Drawn Margin for such day and (ii)
to each Issuing Bank for its own account, a letter of credit fronting fee
accruing daily on the aggregate amount then available for drawing under all
Letters of Credit issued by such Issuing Bank at such rate as may be mutually
agreed between the Company and such Issuing Bank from time to time. Such letter
of credit fees shall be paid quarterly in arrears on each March 31, June 30,
September 30 and December 31 and upon the date of termination of the Commitments
in their entirety (and, if later, the date the Letter of Credit Liabilities
shall be reduced to zero).

(c) Administrative Fees. The Company agrees to pay to the
Administrative Agent an annual fee (the "Administrative Fee")
in Dollars in an amount equal to the amount previously agreed to in writing by
the Company and the Administrative Agent. Such Administrative Fee shall be
payable quarterly in advance commencing on the date of this Agreement and on
each successive quarterly anniversary of such date, so long as any Loan or
Commitment is outstanding on such date; provided that if the Company
shall terminate the Commitments in their entirety pursuant to Section 2.12(a)
prior to the Termination Date, a pro rata portion of the Administrative
Fee relating to the period from the Termination Date to the end of the
applicable quarter shall be refundable.

(d) Time of Payment. The Company shall make payment of each
Bank's facility and letter of credit fees and of the Administrative
Agent's Administrative Fee hereunder, not later than Noon (New York City
time) on the date when due in Dollars and in immediately available funds, to the
Administrative Agent at its New York Office. Upon receipt of any amount
representing facility or letter of credit fees paid pursuant to this Section
2.09, the Administrative Agent shall pay such amount to the Banks based upon
their respective pro rata Shares.

Section 2.10. Reductions
in Commitments; Repayments and Payments.  Reductions of Total Commitment. After the Effective Date, the Company
shall have the right, upon at least three Business Days' prior
irrevocable written notice to the Administrative Agent, who will promptly notify
the Banks thereof, by telephone confirmed in writing, without premium or
penalty, to reduce or terminate the Total Commitment, in whole at any time or in
part from time to time, in minimum aggregate amounts of $10,000,000 (unless the
Total Commitment at such time is less than $10,000,000, in which case, in an
amount equal to the Total Commitment at such time) and, if such reduction is
greater than $10,000,000, in integral multiples of $5,000,000 in excess of such
amount, provided that (a) any such reduction of the Total Commitment
shall apply to the Commitment of each Bank in accordance with its pro rata
Share of the aggregate of such reduction, (b) any such reduction in the Total
Commitment shall be permanent (it being understood that nothing in this Section
2.10(a) shall prevent an increase in the Commitments in accordance with Section
2.02(d)(ii)) and (c) after giving effect to any such reduction, the Total
Commitment shall equal or exceed the Total Outstanding Amount.

(a) Voluntary Prepayments.


  
    (i) Subject, in the case of any Eurocurrency Rate Loan, to Section
    2.12(e), the applicable Borrower shall have the right to prepay any
    Syndicated Loan in whole at any time or in part from time to time without
    premium or penalty in an aggregate minimum amount of $10,000,000 (or the
    Currency Equivalent thereof) and integral multiples of $1,000,000 (or in the
    case of Loans denominated in an Alternative Currency, in integral multiples
    of 1,000,000 units) in excess of that amount or, if less, the outstanding
    principal amount of such Loan. The applicable Borrower shall give notice (by
    telex or telecopier, or by telephone (confirmed in writing promptly
    thereafter)) (which shall be irrevocable) to the Administrative Agent and
    each Bank of each proposed prepayment hereunder, (x) with respect to Base
    Rate Loans, not later than 10:30 A.M. on the Business Day preceding the day
    of the proposed repayment and (y) with respect to Eurocurrency Rate Loans,
    at least four Business Days prior to the day of the proposed prepayment, and
    in each case shall specify the proposed prepayment date (which shall be a
    Business Day), the aggregate principal amount of the proposed prepayment and
    what Loans are to be prepaid.

    (ii) No Borrower may prepay all or any portion of the principal amount of
    any Competitive Bid Loan prior to the maturity thereof.

  



(b) Mandatory Repayments.


  
    (i) The Administrative Agent shall calculate the Total Outstanding Amount
    on the date four Business Days in advance of any proposed Borrowing
    consisting of Eurocurrency Rate Loans or Competitive Bid LIBOR Loans, the
    date one Business Day in advance of a proposed Borrowing consisting of Base
    Rate Loans or Competitive Bid Absolute Rate Loans, the date of any
    Redenomination, the last day of any Interest Period and the last Business
    Day of any March, June, September or December. If the Total Outstanding
    Amount on any such date exceeds the amount equal to the product of 105% and
    the Total Commitment, the Borrowers jointly and severally shall immediately
    following notice from the Administrative Agent thereof prepay to the
    Administrative Agent the amount equal to the difference between the Total
    Outstanding Amount and the Total Commitment.

    (ii) Each Borrower shall repay to the relevant Bank (which shall promptly
    furnish notice thereof to the Administrative Agent) the unpaid principal
    amount of each Competitive Bid Loan made by such Bank hereunder on the
    maturity date with respect thereto and shall repay to the Administrative
    Agent the unpaid principal amount of each Syndicated Loan on the dates as
    provided herein, in each case, together with all accrued and unpaid interest
    thereon. Upon obtaining knowledge of an Event of Default, a Potential Event
    of Default, or any other default with respect to a Competitive Bid Loan, the
    Bank which made such Competitive Bid Loan shall notify the Administrative
    Agent thereof.

  



(c) Interest on Principal Amounts Prepaid. All prepayments under this
Section 2.10 shall be made together with accrued and unpaid interest to the date
of such prepayment on the principal amount prepaid and any other amounts payable
pursuant to Section 2.12(e) of this Agreement.

(d) Method and Place of Payment. Except as otherwise specifically
provided herein, all payments to be made by the applicable Borrower on account
of principal and interest on each Loan shall be made without setoff or
counterclaim by causing funds in an amount equal to each such payment to be
credited to the Account of the Administrative Agent, in the case of a Syndicated
Loan for the ratable account of each Bank, and to the Account of the relevant
Bank, in the case of a Competitive Bid Loan, in each case not later than 12:00
Noon (local time in the city in which the relevant Account is located) on the
date when due and shall be made in the currency in which such Loan is
denominated in same day funds (or, in the case of any Alternative Currency, in
such funds as may then be customary for the settlement of international
transactions in such Alternative Currency). Whenever any payment with respect to
any Loan shall be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension; provided, however, that with respect to
Eurocurrency Rate Loans and Competitive Bid LIBOR Loans, if the next succeeding
Business Day falls in another calendar month, such payments shall be made on the
next preceding Business Day. The Administrative Agent shall remit to each Bank
its pro rata Share of all such payments received in collected funds by
the Administrative Agent for the account of such Bank in respect of which such
payment is made. Such payments shall be made to the Account of each Bank. Upon
receipt of any principal payment with respect to a Competitive Bid Loan, the
receiving Bank shall promptly (and in any event within one Business Day thereof)
notify the Administrative Agent with respect thereto.

(e) Net Payments.


  
    (i) All payments by the applicable Borrower or the Company under this
    Agreement shall be made without setoff or counterclaim and (unless, in the
    case of Competitive Bid Loans only, otherwise agreed to between the Borrower
    and the Bank making any such Competitive Bid Loan), in such amounts as may
    be necessary in order that all such payments (after deduction or withholding
    for or on account of any present or future taxes, levies, imposts, duties or
    other charges of whatsoever nature imposed by any Governmental Authority,
    other than any tax on or measured by the net income of a Bank pursuant to
    the income tax laws of the United States or of the jurisdictions where such
    Bank's principal or Applicable Lending Office is located
    (collectively, "Taxes")) shall not be less than the amounts
    otherwise specified to be paid under this Agreement. If the applicable
    Borrower or the Company is required by law to make any deduction or
    withholding from any payment due hereunder, then the amount payable will be
    increased to such amount which, after deduction from such increased amount
    of all amounts required to be deducted or withheld therefrom, will not be
    less than the amount otherwise due and payable. Without prejudice to the
    foregoing, if any Bank or the Administrative Agent is required to make any
    payment on account of Taxes, the Company will, upon notification by the Bank
    or the Administrative Agent promptly indemnify such person against such
    Taxes, together with any interest, penalties and expenses payable or
    incurred in connection therewith. The Company shall also reimburse each
    Bank, upon the written request of such Bank, for taxes imposed on or
    measured by the net income of such Bank pursuant to the laws of the United
    States of America, any State or political subdivision thereof, or the
    jurisdiction in which the principal office or lending office of such Bank is
    located or under the laws of any political subdivision or taxing authority
    of any such jurisdiction as such Bank shall determine are payable by such
    Bank in respect of Taxes paid to or on behalf of such Bank pursuant to
    Article 2. For purposes of this Section, the term "Taxes" includes
    interest, penalties and expenses payable or incurred in connection
    therewith. A certificate as to any additional amounts payable to a Bank
    under this Section 2.10(f) submitted to the Company by such Bank shall,
    absent manifest error, be final, conclusive and binding for all purposes
    upon all parties hereto. With respect to each deduction or withholding for
    or on account of any Taxes, the Company shall promptly furnish to each Bank
    such certificates, receipts and other documents as may be required (in the
    judgment of such Bank) to establish any tax credit to which such Bank may be
    entitled.

    (ii) Each Bank shall supply to the Company, within a reasonable period
    after the date of execution of this Agreement, executed copies of Internal
    Revenue Service Form W-8ECI or W-8BEN (which indicates that
    the respective Bank is entitled to receive interest exempt from United
    States withholding tax) or any successor Forms, and shall update such Forms
    as necessary in order to retain their effectiveness, to the extent each such
    Bank is legally entitled to execute and deliver either of such Forms.

    (iii) With respect to any Taxes which are paid by any Borrower in
    accordance with the provisions of this Section 2.10(f), each Bank receiving
    the benefits of such payments of Taxes hereby agrees to pay to such Borrower
    any amounts refunded to such Bank which such Bank determines in its sole
    discretion to be a refund in respect of such Taxes.

  



(f) Order of Payment. Subject to the last
sentence of this Section 2.10(g), all payments made by the applicable Borrower
to the Administrative Agent (other than payments to the Administrative Agent in
its capacity as a Bank which has made Competitive Bid Loans to such Borrower and
or in connection with any fee or indemnification payments not specifically
designated under the terms of this Agreement as being for the benefit of the
Banks) shall be applied by the Administrative Agent, on behalf of each Bank
based on its pro rata Share,  first, to
the payment of expenses referred to in Section 2.09hereof,  second, to the payment of the fees referred to in Section 2.09hereof, 
third, to the payment of accrued and unpaid interest on such Bank's Base
Rate Loans until all such accrued interest has been paid,  fourth, to the payment of accrued and unpaid interest on such Bank's
Eurocurrency Rate Loans until all such accrued interest has been paid,  fifth, to the payment of the unpaid principal amount of such Bank's Base
Rate Loans, and sixth, to the payment of the unpaid principal amount of such
Bank's Eurocurrency Rate Loans. Notwithstanding the foregoing, upon the
occurrence and during the continuance of a Potential Event of Default or an
Event of Default, all payments made by the applicable Borrower with respect to
Loans shall be made to the Administrative Agent and after being applied in
accordance with clauses (i) and (ii) of this Section 2.10(g), shall be paid to
the Banks pro rata based upon the aggregate principal amount of Loans
outstanding made by each Bank, and the payments allocable to Syndicated Loans
shall then be applied in accordance with clauses (iii), (iv) and (v) of this
Section 2.10(g).

Section 2.11. Use of
Proceeds. The proceeds of the Loans made or the Letters of Credit
issued by the Banks to the Borrowers may be used for acquisitions, repurchases
of capital stock of the Company, the funding of dividends payable to
shareholders of the Company and for general corporate purposes of the Borrowers.

Section 2.12. Special
Provisions Governing Eurocurrency Rate Loans and/or Competitive Bid Loans.
Notwithstanding any other provisions of this Agreement, the following
provisions shall govern with respect to Eurocurrency Rate Loans and Competitive
Bid Loans as to the matters covered, unless, in the case of Competitive Bid
Loans, otherwise agreed to between the Borrower and the Bank making any such
Competitive Bid Loan:


  
    (a) Determination of Interest Rate. As soon
    as practicable after 10:00 A.M. (New York City time) on an Interest Rate
    Determination Date, the Administrative Agent shall determine (which
    determination shall, absent manifest error, be final, conclusive and binding
    upon all parties) the interest rate which shall apply to the Eurocurrency
    Rate Loans and the Competitive Bid LIBOR Loans for which an interest rate is
    then being determined for the applicable Interest Period and shall promptly
    give notice thereof (in writing or by telephone confirmed in writing) to the
    Borrower requesting such Eurocurrency Loan or Competitive Bid LIBOR Loan and
    to each Bank.

    (b) Substituted Rate of Borrowing. In the
    event that on any Interest Rate Determination Date any Bank (including the
    Administrative Agent) shall have determined (which determination shall be
    final and conclusive and binding upon all parties but, with respect to the
    following clauses (i) and (ii)(b), shall be made only after consultation
    with the Company and the Administrative Agent) that:

    
      
        (i) by reason of any changes arising after the
        date of this Agreement affecting the Eurocurrency market or affecting
        the position of that Bank in such market, adequate and fair means do not
        exist for ascertaining the applicable interest rate by reference to the
        Eurocurrency Rate with respect to the Eurocurrency Rate Loans or
        Competitive Bid LIBOR Loans as to which an interest rate determination
        is then being made; or

        (ii) by reason of (a) any change (including any changes proposed or
        published prior to the date hereof) after the date hereof in any
        applicable law or any governmental rule, regulation or order (or any
        interpretation or administration thereof and including the introduction
        of any new law or governmental rule, regulation or order (including any
        thereof proposed or published, prior to the date hereof)) or (b) other
        circumstances affecting that Bank or the Eurocurrency market or the
        position of that Bank in such market (such as, for example, but not
        limited to, official reserve requirements required by Regulation D to
        the extent not compensated pursuant to Section 2.14), the Eurocurrency
        Rate shall not represent the effective pricing to that Bank for deposits
        in the applicable currency of comparable amounts for the relevant
        period;

      

    

  



then, and in any such event, that Bank shall be an Affected Bank and it shall
promptly (and in any event as soon as possible after being notified of a
Borrowing) give notice (by telephone confirmed in writing) to the applicable
Borrower and the Administrative Agent (which notice the Administrative Agent
shall promptly transmit to each other Bank) of such determination. Thereafter,
such Borrower shall pay to the Affected Bank with respect to such Eurocurrency
Rate Loans or Competitive Bid LIBOR Loans, upon written demand therefor, but
only if such demand is made within 30 days of the end of the Interest Period for
such Interest Rate Determination Date, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as the Affected Bank in its sole discretion shall reasonably
determine) as shall be required to cause the Affected Bank to receive interest
with respect to such Affected Bank's Eurocurrency Rate Loans or
Competitive Bid LIBOR Loans for the Interest Period following that Interest Rate
Determination Date (such Interest Period being an "Affected Interest
Period") at a rate per annum equal to the Eurocurrency Margin or
Bid Margin in excess of the effective pricing to the Affected Bank for deposits
in the applicable currency to make or maintain Eurocurrency Rate Loans or
Competitive Bid LIBOR Loans, as the case may be. A certificate as to additional
amounts owed the Affected Bank, showing in reasonable detail the basis for the
calculation thereof, submitted in good faith to the applicable Borrower and the
Administrative Agent by the Affected Bank shall, absent manifest error, be
final, conclusive and binding for all purposes.

(c) Required Termination and Prepayment. In the
event that on any date any Bank shall have reasonably determined (which
determination shall be final and conclusive and binding upon all parties) that
the making or continuation of its Eurocurrency Rate Loans in any currency (i)
has become unlawful by, or would be inconsistent with, compliance by that Bank
in good faith with any law, governmental rule, regulation or order (whether or
not having the force of law and whether or not failure to comply therewith would
be unlawful), or (ii) has become impracticable as a result of a contingency
occurring after the date of this Agreement which materially and adversely
affects the Eurocurrency market for such currency, then, and in any such event,
that Bank shall be an Affected Bank and it shall promptly give notice (by
telephone confirmed in writing) to the applicable Borrower and the
Administrative Agent (which notice the Administrative Agent shall promptly
transmit to each Bank) of that determination. Subject to the prior withdrawal of
a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of
the Affected Bank as contemplated by the following Section 2.12(d) hereof, the
obligation of the Affected Bank to make Eurocurrency Rate Loans denominated in
the affected currency during any such period shall be terminated at the earlier
of the termination of the Interest Period then in effect or when required by law
and the applicable Borrower shall no later than the termination of the Interest
Period in effect at the time any such determination pursuant to this Section
2.12(c) is made or earlier, when required by law, repay Eurocurrency Rate Loans
of the Affected Bank denominated in the affected currency together with all
interest accrued thereon.

(d) Options of the Borrowers. In lieu of paying
an Affected Bank such additional moneys as are required by Section 2.12(b),
2.12(i), 2.13 or 2.14 hereof or the prepayment of an Affected Bank required by
Section 2.12(c), hereof but in no event in derogation of Section 2.12(e) hereof,
any Borrower may exercise any one of the following options:


  
    (i) If the determination by an Affected Bank relates only to Eurocurrency
    Rate Loans then being requested by such Borrower pursuant to a Notice of
    Syndicated Borrowing or a Notice of Conversion/Continuation, the Borrower
    may by giving notice (by telephone confirmed in writing) to the
    Administrative Agent (who shall promptly give similar notice to each Bank)
    no later than the date immediately prior to the date on which such
    Eurocurrency Rate Loans are to be made, continued or converted withdraw as
    to the Affected Bank that Notice of Syndicated Borrowing or Notice of
    Conversion/Continuation, as the case may be; or

    (ii) If the determination by an Affected Bank relates only to Competitive
    Bid LIBOR Loans then being requested by such Borrower pursuant to a Notice
    of Competitive Bid Borrowing, the Borrower may by giving notice (by
    telephone confirmed in writing) to the Administrative Agent (who shall
    promptly give similar notice to each Bank) no later than the date
    immediately prior to the date on which such Competitive Bid LIBOR Loans are
    to be made, withdraw as to the Affected Bank that Notice of Competitive Bid
    Borrowing;

    (iii) If the determination by an Affected Bank
    relates only to Loans made in an Alternative Currency, the Borrower may if
    permitted by law Redenominate such Loans (subject to the prepayment
    provisions of Section 2.10(c) of this Agreement) in accordance with Section
    2.12(m) of this Agreement into Dollars or such other Alternative Currency as
    to which such circumstances do not exist;

    (iv) If the determination by an Affected Bank relates only to Loans made
    in Dollars, upon written notice to the Administrative Agent and each Bank,
    such Borrower may terminate the obligations of the Banks to make Loans as,
    and to convert Loans into, Eurocurrency Rate Loans denominated in Dollars
    and in such event, the Borrower shall, prior to the time any payment
    pursuant to Section 2.12(c) hereof is required to be made or, if the
    provisions of Section 2.12(d) hereof are applicable, at the end of the then
    current Interest Period, convert all of such Eurocurrency Rate Loans into
    Base Rate Loans; or

    (v) Such Borrower may give notice (by telephone confirmed in writing) to
    the Affected Bank and the Administrative Agent (who shall promptly give
    similar notice to each Bank) and require the Affected Bank to make the
    Eurocurrency Rate Loan or Competitive Bid LIBOR Loan then being requested
    (if denominated in Dollars) as a Base Rate Loan or to continue to maintain
    its outstanding Base Rate Loan then the subject of a Notice of
    Conversion/Continuation as a Base Rate Loan or to convert its Eurocurrency
    Rate Loan then outstanding that is so affected (if denominated in Dollars)
    into a Base Rate Loan at the end of the then current Interest Period (or at
    such earlier time as prepayment is otherwise required to be made pursuant to
    Section 2.12(c) hereof), that notice to pertain only to the Loans of the
    Affected Bank and to have no effect on the obligations of the other Banks to
    make or maintain Eurocurrency Rate Loans or to convert Base Rate Loans into
    Eurocurrency Rate Loans.

  



(e) Compensation. The Company shall compensate
each Bank, upon written request by that Bank (which request shall set forth in
reasonable detail the basis for requesting such amounts), for all reasonable
losses, expenses and liabilities (including, without limitation, any interest
paid by that Bank to lenders of funds borrowed by it to make or carry its
Eurocurrency Rate Loans and Competitive Bid Loans and any loss (other than loss
of margins) sustained by that Bank in connection with the re-employment
of such funds), which that Bank may sustain with respect to any
Borrower's Eurocurrency Rate Loans or Competitive Bid Loans if for any
reason (other than a default or error by that Bank) (i) a borrowing of any
Eurocurrency Rate Loan or Competitive Bid Loan does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
or a telephonic request for borrowing, (ii) any repayment or conversion of any
of such Bank's Eurocurrency Rate Loans or Competitive Bid Loans occurs
on a date which is not the last day of the Interest Period applicable to that
Eurocurrency Rate Loan or Competitive Bid Loan (if applicable), (iii) any
repayment of any such Bank's Eurocurrency Rate Loans or Competitive Bid
Loans is not made on any date specified in a notice of repayment given by the
Borrower, or (iv) as a consequence of any other failure by the Borrower to repay
such Bank's Eurocurrency Rate Loans or Competitive Bid Loans when
required by the terms of this Agreement.

(f) Quotation of Eurocurrency Rate. Anything
herein to the contrary notwithstanding, if on any Interest Rate Determination
Date no Eurocurrency Rate is available by reason of the failure or inability of
all Reference Banks to provide offered quotations to the Administrative Agent in
accordance with the definition of "Eurocurrency Rate", the
Administrative Agent shall give the applicable Borrowers and each Bank prompt
notice thereof and the Syndicated Loans requested shall be made as Base Rate
Loans.

(g) Affected Bank's Obligation to Mitigate. Each Bank agrees
that, as promptly as practicable after it becomes aware of the occurrence of an
event or the existence of a condition that would cause it to be an Affected Bank
under Section 2.12(b) or 2.12(c) hereof, it will, to the extent not inconsistent
with such Bank's internal policies, use reasonable efforts to make, fund
or maintain the affected Loans of such Bank through another Applicable Lending
Office if as a result thereof the additional moneys which would otherwise be
required to be paid in respect of such Loans pursuant to Section 2.12(b) hereof
would be materially reduced or the illegality or other adverse circumstances
which would otherwise require prepayment of such Loans pursuant to Section
2.12(c) hereof would cease to exist and if, as determined by such Bank, in its
sole discretion, the making, funding or maintaining of such Loans through such
other Applicable Lending Office would not otherwise materially adversely affect
such Loans or such Bank. The Company hereby agrees to pay all reasonable
expenses incurred by any Bank in utilizing another Applicable Lending Office
pursuant to this Section 2.10(g).

(h) Booking of Loans. Each Loan shall be booked by the Bank making
such Loan at, to, or for the account of, its Applicable Lending Office for such
Loan.

(i) Increased Costs. Except as provided in
Section 2.12(b), if, by reason of (x) after the date hereof, the introduction of
or any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any law or
regulation (whether or not proposed or published prior to the date hereof), or
(y) the compliance with any guideline or request from any central bank or other
Governmental Authority or quasi governmental authority exercising control over
banks or financial institutions generally (whether or not having the force of
law):


  
    (i) any Bank (or its Applicable Lending Office) shall be subject to any
    tax, duty or other charge with respect to its Eurocurrency Rate Loans or
    Competitive Bid Loans or Letters of Credit or its obligation to make
    Eurocurrency Rate Loans or Competitive Bid Loans or its obligations
    hereunder in respect of Letters of Credit, or shall change the basis of
    taxation of payments to any Bank of the principal of or interest on its
    Eurocurrency Rate Loans or Competitive Bid Loans or Letters of Credit or its
    obligation to make Eurocurrency Rate Loans or Competitive Bid Loans or its
    obligations hereunder in respect of Letters of Credit (except for changes in
    the rate of tax on the overall net income of such Bank or its Applicable
    Lending Office imposed by the jurisdiction in which such Bank's
    principal executive office or Applicable Lending Office is located); or

    (ii) any reserve (including, without limitation, any imposed by the
    Board), special deposit or similar requirement against assets of, deposits
    with or for the account of, or credit (including letters of credit and
    participations therein) extended by, any Bank's Applicable Lending
    Office shall be imposed or deemed applicable or any other condition
    affecting its Eurocurrency Rate Loans or Competitive Bid Loans or Letters of
    Credit or its obligation to make Eurocurrency Rate Loans or Competitive Bid
    Loans or its obligations hereunder in respect of Letters of Credit shall be
    imposed on any Bank or its Applicable Lending Office or the interbank
    Eurocurrency market;

  



and as a result thereof there shall be any increase in the cost to that Bank
of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or
Competitive Bid Loans or of issuing or participating in any Letters of Credit
(except to the extent such Bank is entitled to compensation therefor during the
relevant Interest Period pursuant to Section 2.14), or there shall be a
reduction in the amount received or receivable by that Bank or its Applicable
Lending Office or such Issuing Bank, then the Borrower shall from time to time,
upon written notice from and demand by that Bank or Issuing Bank (which shall be
promptly furnished upon the Banks being made subject thereto) (with a copy of
such notice and demand to the Administrative Agent), pay to the Administrative
Agent for the account of that Bank or Issuing Bank, within five Business Days
after the date specified in such notice and demand, additional amounts
sufficient to indemnify that Bank or Issuing Bank against such increased cost. A
certificate as to the basis for and calculation of the amount of such increased
cost, submitted to the Borrower and the Administrative Agent by that Bank or
Issuing Bank, shall, absent manifest error, be final, conclusive and binding for
all purposes.

(j) Assumption Concerning Funding of Eurocurrency Rate Loans.
Calculation of all amounts payable to a Bank under this Section 2.12 in respect
of a Eurocurrency Rate Loan shall be made as though that Bank had actually
funded its Eurocurrency Rate Loan through the purchase of a Eurocurrency
deposit, bearing interest at the Eurocurrency Rate applicable to such
Eurocurrency Rate Loan in an amount equal to the amount of the Eurocurrency Rate
Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurocurrency deposit, from an offshore office of
that Bank to a domestic office of that Bank in the United States of America; provided,
further, that each Bank may fund each of its Eurocurrency Rate Loans in
any manner it sees fit and the foregoing assumption shall be utilized only for
the calculations of amounts payable under this Section 2.12.

(k) Eurocurrency Rate Loans and Competitive Bid Loans After Default.
Unless the Required Banks shall otherwise agree, after the occurrence of and
during the continuance of a Potential Event of Default or an Event of Default,
the Borrowers may not elect to have a Eurocurrency Rate Loan or Competitive Bid
Loan be made or have any Eurocurrency Rate Loan continued or have any Base Rate
Loan converted into a Eurocurrency Rate Loan.

(l) Eurocurrency Rate Taxes. The Company agrees
that:


  
    (i) Promptly upon notice from any Bank to the Company, the Company will
    pay, prior to the date on which penalties attach thereto, all present and
    future income, stamp and other taxes, levies, or costs and charges
    whatsoever imposed, assessed, levied or collected on or in respect of any
    Borrower's Eurocurrency Rate Loans or Competitive Bid LIBOR Loans
    solely as a result of the interest rate being determined by reference to the
    Eurocurrency Rate, as the case may be, and/or the provisions of this
    Agreement relating to the Eurocurrency Rate and/or the recording,
    registration, notarization or other formalization of any thereof (all such
    taxes, levies, costs and charges being herein collectively called "Eurocurrency
    Rate Taxes"); provided that Eurocurrency Rate Taxes shall
    not include taxes imposed on or measured by the overall net income of that
    Bank by the country under the laws of which such Bank is organized or any
    political subdivision or taxing authority thereof or therein, or taxes
    imposed on or measured by the overall income of any branch or subsidiary of
    that Bank (whether gross or net income) by any jurisdiction or subdivision
    thereof in which that branch or subsidiary is doing business. The Company
    shall also pay such additional amounts equal to increases in taxes payable
    by that Bank which increases are attributable to payments made by the
    Company described in the immediately preceding sentence or this sentence.
    Promptly after the date on which payment of any such Eurocurrency Rate Tax
    is due pursuant to applicable law, the Company will, at the request of that
    Bank, furnish to that Bank evidence, in form and substance satisfactory to
    that Bank, that the Company has met its obligation under this Section
    2.12(l); and

    (ii) The Company will indemnify each Bank against, and reimburse each
    Bank on demand for, any Eurocurrency Rate Taxes payable under clause (i)
    above, as the case may be, as determined by that Bank in its good faith
    discretion. That Bank shall provide the Company with appropriate receipts
    for any payments or reimbursements made by the Borrower pursuant to this
    clause (ii).

  



(m) Redenomination. In the case of Section
2.12(d)(iii) of this Agreement, the affected Borrower may upon notice to the
Administrative Agent and the Banks given on the same day as the notification
provided for therein request that all Loans in an Alternative Currency be
Redenominated into Dollars or some other specified Alternative Currency. Such
Redenomination shall be equal to the Currency Equivalent in Dollars or the other
Alternative Currency of such Loan. Each such notice of request of a
Redenomination shall specify the Loans to be Redenominated, the currency into
which such Loans are to be Redenominated and the duration of the Interest Period
for such Loans upon being so Redenominated. In addition, the affected Borrower
hereby agrees to indemnify each Bank against all losses, including loss of
profit and expenses, including, but not limited to, losses contemplated by
Section 2.12(e) of this Agreement and losses related to foreign exchange risks
suffered as a result of such Redenomination. A certificate of the applicable
Bank as to the amount required to be paid by the affected Borrower under this
Section 2.12(m) shall accompany a demand for such payment and shall be
conclusive and binding for all purposes, absent manifest error.

Section 2.13. Capital
Requirements. If while any portion of the Total Commitment is in
effect or any Loans are outstanding, any Bank determines that the adoption of
any law, treaty, rule, regulation, guideline or order regarding capital adequacy
or capital maintenance or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by such Bank, with any request or directive regarding
capital adequacy or capital maintenance (whether or not having the force of law
and whether or not the failure to comply therewith would be unlawful) of any
such Governmental Authority, central bank or comparable agency, has or would
have the effect of increasing the amount of capital required to be maintained by
such Bank (including, without limitation, with respect to any Bank's
Commitment or Competitive Bid Loans outstanding), then the Company shall from
time to time, within 15 days of written notice and demand from such Bank (with a
copy to the Administrative Agent), pay to the Administrative Agent, for the
account of such Bank, additional amounts sufficient to compensate such Bank for
the cost of such additional required capital. A certificate showing in
reasonable detail the computations made in arriving at such cost, submitted to
the Company and the Administrative Agent by such Bank shall, absent manifest
error, be final, conclusive and binding for all purposes.

Section 2.14. Regulation
D Compensation. If and so long as a reserve requirement of the
type described in the definition of "Eurocurrency Reserve Percentage"
is prescribed by the Board of Governors of the Federal Reserve System (or any
successor), each Bank subject to such requirement may require the Borrower to
pay, contemporaneously with each payment of interest on each of such
Bank's Eurocurrency Loans additional interest on such Eurocurrency Loan
at a rate per annum determined by such Bank up to but not exceeding the excess
of (i) (A) the applicable Eurocurrency Rate divided by (B) one minus the
Eurocurrency Reserve Percentage over (ii) the applicable Eurocurrency Rate. Any
Bank wishing to require payment of such additional interest (x) shall so notify
the Borrower and the Administrative Agent, in which case such additional
interest on the Eurocurrency Loans of such Bank shall be payable to such Bank at
the place indicated in such notice with respect to each Interest Period
commencing at least three Business Days after such Bank gives such notice and
(y) shall notify the Borrower at least five Business Days before each date on
which interest is payable on the Eurocurrency Loans of the amount then due it
under this Section.

Section 2.15. Letters of
Credit. Existing Letters of Credit. On the Effective Date, each
Issuing Bank that has issued an Existing Letter of Credit shall be deemed,
without further action by any party hereto, to have sold to each Bank, and each
Bank shall be deemed, without further action by any party hereto, to have
purchased from the Issuing Bank, a participation in such Existing Letter of
Credit and the related Letter of Credit Liabilities in the proportion its
respective Commitment bears to the Total Commitment. On and after the Effective
Date, each Existing Letter of Credit shall constitute a Letter of Credit for all
purposes hereof. An Existing Letter of Credit may contain a statement to the
effect that such Existing Letter of Credit is issued for the account of a
Subsidiary of the Company; provided, however, that notwithstanding
such statement, the Company shall be the actual account party for all purposes
of this Credit Agreement for such Existing Letter of Credit and such statement
shall not affect the Company's reimbursement obligations hereunder with
respect to such Existing Letter of Credit.

(a) Commitment to Issue Letters of Credit. Subject to the terms and
conditions hereof, each Issuing Bank agrees to issue Letters of Credit
denominated in Dollars from time to time before the Termination Date upon the
request of any Borrower; provided that, (i) immediately after each Letter
of Credit is issued (A) the Total Outstanding Amount shall not exceed the Total
Commitment and (B) the aggregate amount of the Letter of Credit Liabilities
shall not exceed $150,000,000 and (ii) no Letter of Credit is for the benefit,
directly or indirectly, of any Governmental Authority other than any
Governmental Authority of the United States, or any state or other political
subdivision thereof. Upon the date of issuance by an Issuing Bank of a Letter of
Credit, the Issuing Bank shall be deemed, without further action by any party
hereto, to have sold to each Bank, and each Bank shall be deemed, without
further action by any party hereto, to have purchased from the Issuing Bank, a
participation in such Letter of Credit and the related Letter of Credit
Liabilities in the proportion its respective Commitment bears to the Total
Commitment.

(b) Method for Issuance; Terms; Extensions.


  
    (i) The Borrower shall give the Issuing Bank notice at least three
    Domestic Business Days (or such shorter notice as may be acceptable to the
    Issuing Bank in its discretion) prior to the requested issuance of a Letter
    of Credit (or, in the case of renewal or extension, prior to the Issuing
    Bank's deadline for notice of nonextension) specifying the date such
    Letter of Credit is to be issued, and describing the terms of such Letter of
    Credit and the nature of the transactions to be supported thereby (such
    notice, including any such notice given in connection with the extension of
    a Letter of Credit, a "Notice of Issuance"). Upon receipt
    of a Notice of Issuance, the Issuing Bank shall promptly notify the
    Administrative Agent, and the Administrative Agent shall promptly notify
    each Bank of the contents thereof and of the amount of such Bank's
    participation in such Letter of Credit.

    (ii) The obligation of the Issuing Bank to issue each Letter of Credit
    shall, in addition to the conditions precedent set forth in Section 3.02 be
    subject to the conditions precedent that such Letter of Credit shall be in
    such form and contain such terms as shall be reasonably satisfactory to the
    Issuing Bank and that the Borrower shall have executed and delivered such
    other customary instruments and agreements relating to such Letter of Credit
    as the Issuing Bank shall have reasonably requested; provided, however,
    that any Issuing Bank (other than JPMorgan Chase) may decline to issue any
    Letter of Credit (other than any Existing Letter of Credit and renewals or
    extensions thereof) at such Issuing Bank's sole discretion
    (including, without limitation, if such Issuing Bank's internal
    policies do not permit the issuance of a letter of credit for the purposes
    for which such Letter of Credit is being requested). The Borrower shall also
    pay to the Issuing Bank for its own account issuance, drawing, amendment,
    settlement and extension charges, if any, in the amounts and at the times as
    agreed between the Borrower and the Issuing Bank. Subject to the terms and
    conditions of this Agreement, JPMorgan Chase shall act as the Issuing Bank
    if no other Bank desires to act in such capacity with respect to a Notice of
    Issuance.

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

  



(c) Payments; Reimbursement Obligations.


  
    (i) Upon receipt from the beneficiary of any
    Letter of Credit of any notice of a drawing under such Letter of Credit, the
    Issuing Bank shall notify the Administrative Agent and the Administrative
    Agent shall promptly notify the Borrower and each other Bank as to the
    amount to be paid as a result of such demand or drawing and the date such
    payment is to be made by the Issuing Bank (the "Payment Date").
    The Borrower shall be irrevocably and unconditionally obligated to reimburse
    the Issuing Bank for any amounts paid by the Issuing Bank upon any drawing
    under any Letter of Credit, without presentment, demand, protest or other
    formalities of any kind. Such reimbursement shall be due on the Payment
    Date; provided that no such payment shall be due from the Borrower
    any earlier than the date of receipt by it of notice of its obligation to
    make such payment (or, if such notice is received by the Borrower after
    10:00 A.M. (New York City time) on any date, on the next succeeding Domestic
    Business Day); and provided further that if and to the extent any
    such reimbursement is not made by the Borrower in accordance with this
    clause (i) or clause (ii) below on the Payment Date, then (irrespective of
    when notice thereof is received by the Borrower), such reimbursement
    obligation shall bear interest, payable on demand, for each day from and
    including the Payment Date to but not including the date such reimbursement
    obligation is paid in full at a rate per annum equal to the rate applicable
    to Base Rate Loans for such day.

    (ii) If the Commitments remain in effect on the Payment Date, all such
    amounts paid by the Issuing Bank and remaining unpaid by the Borrower after
    the date and time required by Section 2.15(d)(i) (a "Reimbursement
    Obligation") shall, if and to the extent that the amount of such
    Reimbursement Obligation would be permitted as a Borrowing of Syndicated
    Loans pursuant to Section 3.02, and unless the Borrower otherwise instructs
    the Administrative Agent by not less than one Domestic Business
    Day's prior notice, convert automatically to Base Rate Loans on the
    date such Reimbursement Obligation arises. The Administrative Agent shall,
    on behalf of the Borrower (which hereby irrevocably directs the
    Administrative Agent so to act on its behalf), give notice no later than
    12:00 Noon (New York City time) on such date requesting each Bank to make,
    and each Bank hereby agrees to make, a Base Rate Loan, in an amount equal to
    such Bank's Pro Rata Share of the Reimbursement Obligation with
    respect to which such notice relates. Each Bank shall make such Loan
    available to the Administrative Agent at its address referred to in Section
    10.08 in immediately available funds, not later than 2:00 P.M. (New York
    City time), on the date specified in such notice. The Administrative Agent
    shall pay the proceeds of such Loans to the Issuing Bank, which shall
    immediately apply such proceeds to repay the Reimbursement Obligation.

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

  



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


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

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

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

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

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

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

    (vii) any termination of the Commitments prior to, on or after the
    Payment Date for any Letter of Credit, whether at the scheduled termination
    thereof, by operation of Article 7 or otherwise; or

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

  




provided, that this Section 2.15(e) shall not limit the rights of the
Borrower or any Bank under Section 2.15(f)(ii).

(e) Indemnification; Expenses.


  
    (i) The Borrower hereby indemnifies and holds harmless each Bank
    (including each Issuing Bank) and the Administrative Agent from and against
    any and all claims, damages, losses, liabilities, costs or expenses which it
    may reasonably incur in connection with a Letter of Credit issued pursuant
    to this Section 2.15; provided that the Borrower shall not be
    required to indemnify any Bank, or the Administrative Agent, for any claims,
    damages, losses, liabilities, costs or expenses, to the extent found by a
    court of competent jurisdiction to have been caused by the gross negligence
    or willful misconduct of such Person.

    (ii) None of the Banks (including, subject to
    subsection (g) below, an Issuing Bank) nor the Administrative Agent nor any
    of their officers or directors or employees or agents shall be liable or
    responsible, by reason of or in connection with the execution and delivery
    or transfer of or payment or failure to pay under any Letter of Credit,
    including without limitation any of the circumstances enumerated in
    subsection (e) above; provided that, notwithstanding Section 2.15(e),
    the Borrower shall have a claim for direct (but not consequential) damage
    suffered by it, to the extent finally determined by a court of competent
    jurisdiction to have been caused by (x) the Issuing Bank's gross
    negligence or willful misconduct in determining whether documents presented
    under any Letter of Credit complied with the terms of such Letter of Credit
    or (y) the Issuing Bank's failure to pay under any Letter of Credit
    after the presentation to it of documents strictly complying with the terms
    and conditions of the Letter of Credit; provided further that
    each Bank shall have a claim for direct (but not consequential) damage
    suffered by it, to the extent finally determined by a court of competent
    jurisdiction to have been caused by the Issuing Bank's gross
    negligence or willful misconduct in determining whether documents presented
    under any Letter of Credit complied with the terms of such Letter of Credit.
    The parties agree that, with respect to documents presented which appear on
    their face to be in substantial compliance with the terms of a Letter of
    Credit, the Issuing Bank may, in its discretion, either accept and make
    payment upon such documents without responsibility for further
    investigation, regardless of any notice or information to the contrary, or
    refuse to accept and make payment upon such documents if such documents are
    not in strict compliance with the terms of such Letter of Credit.

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

  



(f) Stop Issuance Notice. If the Required Banks
reasonably determine at any time that the conditions set forth in Section 3.02
would not be satisfied in respect of a Borrowing at such time, then the Required
Banks may request that the Administrative Agent issue a "Stop Issuance
Notice", and the Administrative Agent shall issue such notice to each
Issuing Bank. Such Stop Issuance Notice shall be withdrawn upon a determination
by the Required Banks that the circumstances giving rise thereto no longer
exist. No Letter of Credit shall be issued while a Stop Issuance Notice is in
effect. The Required Banks may request issuance of a Stop Issuance Notice only
if there is a reasonable basis therefor, and shall consider reasonably and in
good faith a request from the Borrower for withdrawal of the same on the basis
that the conditions in Section 3.02 are satisfied; provided that the
Administrative Agent and the Issuing Banks may and shall conclusively rely upon
any Stop Issuance Notice while it remains in effect.

(g) If the terms and conditions of any form of letter of credit application
or other agreement submitted by the Borrower to or entered into by the Issuing
Bank relating to any Letter of Credit are not consistent with the terms and
conditions of this Agreement, the terms and conditions of this Agreement shall
control; provided that, to the extent the Issuing Bank so agrees in such
other documentation, its liabilities and responsibilities in connection with a
Letter of Credit may be governed thereby rather than by subsection (f)(ii), but
such agreement by the Issuing Bank may not directly or indirectly alter the
rights and obligations of any other Bank under this Agreement.

Article 3

Conditions to Loans and Letters of Credit

Section 3.01. Conditions
to Initial Loans and Letters of Credit. The obligation of each
Bank to make the Initial Loans and to issue the initial Letters of Credit is, in
addition to the conditions precedent specified in Section 3.02, subject to
satisfaction of each of the following conditions:


  
    (a) On or before the Effective Date, the Company shall have delivered to
    the Banks (or to the Administrative Agent with sufficient copies, originally
    executed where appropriate, for each Bank) each, unless otherwise noted,
    dated the Effective Date:

    
      
        (i) Certified copies of its Certificate of Incorporation, together
        with a good standing certificate from the Secretary of State of the
        jurisdiction of its incorporation, each to be dated a recent date prior
        to the Effective Date;

        (ii) Copies of its Bylaws, certified as of the Effective Date by its
        corporate secretary or an assistant secretary;

        (iii) Resolutions of its Board of Directors, directly or indirectly,
        approving and authorizing the execution, delivery and performance of
        this Agreement and any other documents, instruments and certificates
        required to be executed by the Company in connection herewith and,
        directly or indirectly, approving and authorizing the incurrence of the
        Loans and the issuances of the Letters of Credit, each certified as of
        the Effective Date by its corporate secretary or an assistant secretary
        as being in full force and effect without modification or amendment;

        (iv) Signature and incumbency certificates with respect to the
        Persons executing this Agreement;

        (v) Executed copies of this Agreement; and

        (vi) Such other documents as the Administrative Agent may reasonably
        request.

      

    

    (b) The Administrative Agent shall have received
    an originally executed copy of the favorable written opinion of Nancy K.
    Cassidy, Esq., Senior Associate General Counsel of the Company, dated as of
    the Effective Date, substantially in the form of Exhibit B annexed hereto;
    the Company hereby expressly instructs such counsel to prepare such opinion
    and deliver it to the Banks for their benefit and such opinion shall contain
    a statement to that effect.

    (c) The Administrative Agent shall have received
    an originally executed copy of the favorable written opinion of Davis Polk
    & Wardwell, special counsel to the Agents, dated as of the Effective
    Date, substantially in the form of Exhibit C annexed hereto.

    (d) The Credit Agreement, dated as of April 1,
    2002 (the "2002 Credit Agreement"), among the Company, the
    Banks listed therein and JPMorgan Chase, as administrative agent, and all
    commitments to lend thereunder shall have been terminated and the
    obligations of the Company thereunder shall have been discharged in full.

    

  

  The Administrative Agent shall promptly notify the Company, the Banks and
  the Administrative Agent of the satisfaction of the conditions set forth in
  this Section 3.01, and such notice shall be conclusive and binding on all
  parties hereto. Promptly thereafter, the notes issued by the Borrowers under
  the 2002 Credit Agreement shall be returned by the lenders thereunder to the
  Company, marked "Cancelled".

Section 3.02. Conditions
to All Loans and Letters of Credit. (i) The obligation of each
Bank to make any Loans pursuant to a Notice of Borrowing is subject to prior or
concurrent satisfaction or waiver by the Required Banks in the case of
Syndicated Loans, and the Bank making the relevant Loan in the case of
Competitive Bid Loans, and (ii) the obligation of an Issuing Bank to issue (or
renew or extend the term of) any Letter of Credit is subject to the satisfaction
or waiver by the Required Banks, of the following further conditions precedent:


  
    (a) With respect to any such Loan or Letter of Credit, the Administrative
    Agent shall have received, before the Funding Date thereof or date of
    issuance (or renewal or extension) of such Letter of Credit, (i) an
    originally executed Notice of Borrowing signed by any of the chief executive
    officer, the chief financial officer, the treasurer or any assistant
    treasurer of the Company or (ii) a Notice of Issuance as required by Section
    2.15(c) (the furnishing by the Company of each such Notice of Borrowing or
    Notice of Issuance shall be deemed to constitute a representation and
    warranty of the Company that each of the conditions set forth in Section
    3.02(b) hereof will be satisfied on the related Funding Date or date of
    issuance (or renewal or extension) of such Letter of Credit);

    (b) As of the Funding Date of such Loan or date of
    issuance (or renewal or extension) of such Letter of Credit:

    
      
        (i) With respect to such Loan or Letter of Credit, the
        representations and warranties contained herein shall be true, correct
        and complete in all material respects on and as of that Funding Date or
        date of issuance (or renewal or extension) of such Letter of Credit to
        the same extent as though made on and as of that date, except that the
        representations and warranties need not be true and correct to the
        extent that changes in the facts and conditions on which such
        representations and warranties are based are required or permitted under
        this Agreement, except that the representations and warranties set forth
        in Section 4.04 shall not apply, and except that the representations and
        warranties set forth in Section 4.05 shall not apply to Competitive Bid
        Loans which do not increase the aggregate principal amount of such
        Competitive Bid Loans then outstanding with Banks making the same;

        (ii) No event shall have occurred and be continuing or would result
        from the consummation of the Loans or the issuance (or renewal or
        extension) of the Letter of Credit on such Funding Date or date of
        issuance (or renewal or extension) of such Letter of Credit and the use
        of the proceeds thereof which would constitute (a) an Event of Default
        or (b) a Potential Event of Default;

        (iii) Each Borrower shall have performed in all material respects all
        agreements and satisfied in all material respects all conditions which
        this Agreement provides shall be performed by it on or before such
        Funding Date or date of issuance (or renewal or extension) of such
        Letter of Credit;

        (iv) No order, judgment or decree of any court, arbitrator or
        governmental authority shall purport to enjoin or restrain that Bank
        from making that Loan or issuing (or renewing or extending) that Letter
        of Credit; and

        (v) The making of the Loans or the issuance (or renewal or extension)
        of the Letter of Credit requested on such Funding Date or date of
        issuance (or renewal or extension) of such Letter of Credit shall not
        violate Regulation T, Regulation U or Regulation X of the Board or any
        other regulation of the Board or the Exchange Act.

      

    

  



Section 3.03. Conditions
to Loans and Letters of Credit to Subsidiary Borrowers. Concurrently
with or before the designation by the Company of any of its Subsidiaries as a
Subsidiary Borrower, the Company shall deliver, or cause to be delivered, to the
Banks (or to the Administrative Agent for the Banks with sufficient originally
executed copies, where appropriate, for each Bank) with respect to such
Subsidiary Borrower, each, unless otherwise noted, dated the Designation Date:


  
    (i) Certified copies of such Subsidiary Borrower's Certificate of
    Incorporation, together with a good standing certificate from the Secretary
    of State of the State of incorporation of such Subsidiary Borrower, each to
    be dated a recent date prior to the Designation Date;

    (ii) Copies of such Subsidiary Borrower's Bylaws, certified as of
    the Designation Date by its corporate secretary or an assistant secretary;

    (iii) Resolutions of such Subsidiary Borrower's Board of
    Directors approving and authorizing the execution, delivery and performance
    of this Agreement and any other documents, instruments and certificates to
    be executed by such Subsidiary Borrower in connection herewith or therewith
    and approving and authorizing the incurrence of Loans by such Subsidiary
    Borrower and the issuances of Letters of Credit upon the request of such
    Subsidiary Borrower, each certified as of the Designation Date by its
    corporate secretary or an assistant secretary as being in full force and
    effect without modification or amendment;

    (iv) Signature and incumbency certificates of such Subsidiary
    Borrower's officers executing an Assumption Agreement substantially
    in the form of Exhibit G hereto; and

    (v) Such other documents as the Administrative Agent may reasonably
    request.

  



(b) The Administrative Agent shall have received an originally executed copy
of the favorable written opinion of Nancy K. Cassidy, Esq, Senior Associate
General Counsel of the Company, dated as of the Designation Date, relating to
such Subsidiary Borrower, substantially in the form of Exhibit B annexed hereto,
with such changes as are acceptable to the Administrative Agent to reflect that
such opinion relates to such Subsidiary Borrower, rather than to the Company;
the Company hereby expressly instructs such counsel to prepare such opinion and
deliver it to the Banks for their benefit and such opinion shall contain a
statement to that effect.

Article 4

Representations and Warranties

In order to induce the Banks to enter into this Agreement and to make the
Loans and issue the Letters of Credit, the Company and each Borrower (as to
itself only) represents and warrants to each Bank as of the Effective Date that
the following statements are true, correct and complete:

Section 4.01. Organization, Powers and Good
Standing. Organization and Powers. Each Borrower is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Each Borrower has all requisite corporate power
and authority (i) to own and operate its properties and to carry on its business
as now conducted and proposed to be conducted, except where the lack of
corporate power and authority would not have a Material Adverse Effect and (ii)
to enter into this Agreement and to carry out the transactions contemplated
hereby.

(a) Good Standing. Each Borrower is in good standing wherever
necessary to carry on its present business and operations, except in
jurisdictions in which the failure to be in good standing would not have a
Material Adverse Effect.

Section 4.02. Authorization of Borrowing, Etc.
Authorization of Borrowing. The execution, delivery and performance of this
Agreement (and in the case of each Subsidiary Borrower, its Assumption
Agreement), and the borrowing of the Loans and the request for the issuance of
each Letter of Credit, have been duly authorized by all necessary corporate
action by each Borrower.

(a) No Conflict. The execution, delivery and performance by each
Borrower of this Agreement (and in the case of each Subsidiary Borrower, its
Assumption Agreement) and any Notes and the borrowing of the Loans and the
request for the issuance of each Letter of Credit do not and will not (i)
violate any provision of law applicable to the Company or any of its
Subsidiaries, (ii) violate the Certificate of Incorporation or Bylaws of the
Company or any of its Subsidiaries, (iii) violate any order, judgment or decree
of any court or other Governmental Authority binding on the Company or any of
its Subsidiaries, (iv) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation
of the Company or any of its Subsidiaries, or (v) result in or require the
creation or imposition of any material Lien upon any of the material properties
or assets of the Company or any of its Subsidiaries or require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of the Company or any of its Subsidiaries other than such approvals
and consents which have been or will be obtained on or before the Effective
Date.

(b) Governmental Consents. The execution, delivery and performance by
each Borrower of this Agreement (and in the case of each Subsidiary Borrower,
its Assumption Agreement) and the issuance, delivery and performance by each
Borrower of any Notes will not require on the part of such Borrower any
registration with, consent or approval of, or notice to, or other action to,
with or by, any Governmental Authority other than any such registration,
consent, approval, notice or other action which has been duly made, given or
taken.

(c) Binding Obligation. This Agreement is and any Notes to be issued
and each Assumption Agreement when executed and delivered and each Loan when
made will be a legally valid and binding obligation of the Company and/or the
applicable Borrower, as the case may be, enforceable against the Company and/or
the applicable Borrower, as the case may be, in accordance with its respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.

Section 4.03. Financial
Condition. The Company has delivered to the Banks the audited
consolidated financial statements of the Company and its subsidiaries for the
year ended December 28, 2002 as set forth in the Company's Annual Report
on Form 10-K for the fiscal year ended December 28, 2002 (the "Financial
Statements"). All such Financial Statements were prepared in accordance
with generally accepted accounting principles except for the preparation of
footnote disclosures for the unaudited statements. All such Financial Statements
fairly present the consolidated financial position of the Company and its
subsidiaries as at the respective dates thereof and the consolidated statements
of income and cash flows of the Company and its Subsidiaries for each of the
periods covered thereby, subject, in the case of any unaudited interim financial
statements, to changes resulting from normal year end adjustments.

Section 4.04. No Adverse
Material Change. Since December 28, 2002, there has been no
change in the business, operations, properties, assets or condition (financial
or otherwise) of the Company or any of its Subsidiaries, which has been, either
in any case or in the aggregate, materially adverse to the Company and its
Subsidiaries, taken as a whole.

Section 4.05. Litigation.
Except as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 2002 and in the Financial
Statements delivered to the Banks pursuant to Section 4.03 hereof, there is no
action, suit, proceeding, governmental investigation (including, without
limitation, any of the foregoing relating to laws, rules and regulations
relating to the protection of the environment, health and safety) of which the
Company has knowledge or arbitration (whether or not purportedly on behalf of
the Company or any of its Subsidiaries) at law or in equity or before or by any
Governmental Authority, domestic or foreign, pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries
or any property of the Company or any of its Subsidiaries which is probable of
being successful and which would have a Material Adverse Effect.

Section 4.06. Payment of Taxes. Except
to the extent permitted by Section 5.03, all taxes, assessments, fees and other
governmental charges upon the Company and each of its Subsidiaries and upon
their respective properties, assets, income and franchises which are material to
the Company and its Subsidiaries, taken as a whole, and were due and payable,
have been paid.

Section 4.07. Governmental Regulation. either
the Company nor any of its Subsidiaries is subject to regulation under the
Public Utility Holding Company Act of 1935 or to any federal or state statute or
regulation limiting its ability to incur Indebtedness for money borrowed as
contemplated by this Agreement.

(a) Neither the Company nor any of its Subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended.

Section 4.08. Securities Activities. Neither
the Company nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

Section 4.09. ERISA
Compliance. The Company and its Subsidiaries and each of their
respective ERISA Affiliates are in compliance in all material respects with all
applicable provisions of ERISA and the regulations and published interpretations
thereunder with respect to all Pension Plans and all Multiemployer Plans.

(a) No Termination Event has occurred or is reasonably expected to occur with
respect to any Pension Plan, as the case may be, which has resulted or would
result in any material liability to the PBGC (or any successor thereto) or to
any other Person under Section 4062, 4063, or 4064 of ERISA.

(b) Neither the Company nor any of its ERISA Affiliates has incurred or
reasonably expects to incur any withdrawal liability under Part E of Title IV of
ERISA to any Multiemployer Plan individually or in the aggregate in excess of
$50,000,000.

(c) The sum of the amount of unfunded benefit liabilities under all Pension
Plans (excluding each Pension Plan with an amount of unfunded benefit
liabilities of zero or less) is not more than $100,000,000.

(d) Neither the Company nor any of its ERISA Affiliates has incurred any
accumulated funding deficiency (whether or not waived) with respect to any
Pension Plan individually or in the aggregate in excess of $2,000,000.

(e) Neither the Company nor any of its ERISA Affiliates has or reasonably
expects to become subject to a lien in favor of any Pension Plan under Section
302(f) of ERISA individually or in the aggregate in excess of $1,000,000.

(f) Neither the Company nor any of its ERISA Affiliate has or reasonably
expects to become subject to a requirement to provide security to any Pension
Plan under Section 307 of ERISA individually or in the aggregate in excess of
$10,000,000.

As used in this Section 4.09, the term "amount of unfunded benefit
liabilities" has the meaning specified in Section 4001(a)(18) of ERISA,
and the term "accumulated funding deficiency" has the meaning
specified in Section 302 of ERISA and Section 412 of the Code.

Section 4.10. Certain Fees. No
broker's or finder's fee or commission will be payable by the
Company with respect to the offer, issuance and sale of any Note or the
borrowing of any Loan comprising a Syndicated Loan or Competitive Bid Loan or
the execution, delivery and performance of this Agreement.

Article 5

Affirmative Covenants

The Company covenants and agrees that, so long as any of the Commitments
hereunder shall be in effect or there is any Total Outstanding Amount, unless
Required Banks shall otherwise give prior written consent, it shall perform all
covenants in this Article 5:

Section 5.01. Financial
Statements and Other Reports. The Company will maintain, and
cause each of its subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business practices to permit
preparation of consolidated financial statements in conformity with generally
accepted accounting principles in effect from time to time. The Company will
deliver to the Banks (except to the extent otherwise expressly provided below in
Section 5.01(b)(ii)):


  
    (a) as soon as practicable and in any event within
    45 days after the end of each fiscal quarter ending after the Effective Date
    in the Company's fiscal year the consolidated balance sheet of the
    Company and its consolidated subsidiaries as at the end of such period, and
    the related consolidated statements of income and cash flows of the Company
    and its consolidated subsidiaries in each case certified by the chief
    financial officer or controller of the Company that they fairly present the
    financial condition of the Company and its consolidated subsidiaries as at
    the dates indicated and the results of their operations and changes in their
    cash flows, subject to changes resulting from audit and normal year end
    adjustments, based on their respective normal accounting procedures applied
    on a consistent basis (except as noted therein);

         as soon as practicable
    and in any event within 90 days after the end of each fiscal year the
    consolidated balance sheet of the Company and its consolidated subsidiaries
    as at the end of such year and the related consolidated statements of income
    and cash flows of the Company and its consolidated subsidiaries for such
    fiscal year, accompanied by a report thereon of independent certified public
    accountants of recognized national standing selected by the Company which
    report shall be unqualified as to going concern and scope of audit and shall
    state that such consolidated financial statements present fairly the
    financial position of the Company and its consolidated subsidiaries as at
    the dates indicated and the results of their operations and changes in their
    cash flows for the periods indicated in conformity with generally accepted
    accounting principles applied on a basis consistent with prior years (except
    as noted in such report) and that the examination by such accountants in
    connection with such consolidated financial statements has been made in
    accordance with generally accepted auditing standards;

    (b) together with each delivery of financial
    statements of the Company and its consolidated subsidiaries pursuant to
    subdivisions (a)(i) and (a)(ii) above, an Officer's Certificate of
    the Company stating that the signer has reviewed the terms of this Agreement
    and has made, or caused to be made under such signer's supervision,
    a review in reasonable detail of the transactions and condition of the
    Company and its consolidated subsidiaries during the accounting period
    covered by such financial statements and that such review has not disclosed
    the existence during or at the end of such accounting period, and that the
    signer does not have knowledge of the existence as at the date of the
    Officers' Certificate, of any condition or event which constitutes
    an Event of Default or Potential Event of Default, or, if any such condition
    or event existed or exists, specifying the nature and period of existence
    thereof and what action the Company has taken, is taking and proposes to
    take with respect thereto; and  a Compliance
    Certificate demonstrating in reasonable detail compliance (as determined in
    accordance with GAAP during and at the end of such accounting periods) with
    the restrictions contained in Section 6.03 and, in addition, a written
    statement of the chief accounting officer, chief financial officer, any vice
    president or the treasurer or any assistant treasurer of the Company
    describing in reasonable detail the differences between the financial
    information contained in such financial statements and the information
    contained in the Compliance Certificate relating to the Company's
    compliance with Section 6.03 hereof;

    (i) promptly upon their becoming available but
    only to the extent requested by a Bank, copies of all publicly available
    financial statements, reports, notices and proxy statements sent or made
    available generally by the Company to its security holders or by any
    Subsidiary of the Company to its security holders other than the Company or
    another Subsidiary, of all regular and periodic reports and all registration
    statements and prospectuses, if any, filed by the Company or any of its
    Subsidiaries with any securities exchange or with the Securities and
    Exchange Commission and of all press releases and other statements made
    available generally by the Company or any Subsidiary to the public
    concerning material developments in the business of the Company and its
    Subsidiaries;

    (ii) promptly upon the chairman of the board, the chief executive
    officer, the president, the chief accounting officer, the chief financial
    officer, the treasurer or the general counsel of the Company obtaining
    knowledge (a) of any condition or event which constitutes an Event of
    Default or Potential Event of Default, (b) that any Person has given any
    notice to the Company or any Subsidiary of the Company or taken any other
    action with respect to a claimed default or event or condition of the type
    referred to in Section 7.02, or (c) of a material adverse change in the
    business, operations, properties, assets or condition (financial or
    otherwise) of the Company and its Subsidiaries, taken as a whole, an
    Officer's Certificate specifying the nature and period of existence
    of any such condition or event, or specifying the notice given or action
    taken by such holder or Person and the nature of such claimed default, Event
    of Default, Potential Event of Default, event or condition, and what action
    the Company has taken, is taking and proposes to take with respect thereto;
    and

    (iii) with reasonable promptness, such other information and data with
    respect to the Company or any of its subsidiaries as from time to time may
    be reasonably requested by any Bank.

  



Information required to be delivered pursuant to Sections 5.01(a) and
5.01(b)(ii) above shall be deemed to have been delivered on the date on which
the Company provides notice to the Banks that such information has been posted
on the Company's website on the Internet at the website address listed
on the signature pages hereof, at sec.gov/edaux/searches.htm or at another
website identified in such notice and accessible by the Banks without charge; provided
that (i) such notice may be included in a certificate delivered pursuant to
Section 5.01(b) and (ii) the Borrower shall deliver paper copies of the
information referred to in Sections 5.01(a) and 5.01(b)(ii) to any Lender which
requests such delivery.

Section 5.02. Conduct of
Business and Corporate Existence. Except as permitted by Section
6.01, the Company will at all times preserve and keep in full force and effect
its corporate existence and rights and franchises material to the business of
the Company and its Subsidiaries, taken as a whole.

Section 5.03. Payment of
Taxes. The Company will, and will cause each of its Subsidiaries
to, pay all taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its franchises,
business, income or property when due which are material to the Company and its
Subsidiaries, taken as a whole, provided that no such amount need be paid
if being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and if such reserve or other appropriate provision, if
any, as shall be required in conformity with generally accepted accounting
principles shall have been made therefor.

Section 5.04. Maintenance of Properties; Insurance.
The Company will maintain or cause to be maintained in good repair, working
order and condition all material properties used or useful in its business of
the Company and its Subsidiaries and from time to time will make or cause to be
made all appropriate material repairs and renewals thereto and replacements
thereof. The Company will maintain or cause to be maintained, with financially
sound and reputable insurers, insurance with respect to its material properties
and business and the material properties and business of its Subsidiaries
against loss or damage of the kinds customarily insured against by corporations
of established reputation engaged in the same or similar businesses and
similarly situated, of such types and in such amounts as are customarily carried
under similar circumstances by such other corporations and to the extent
reasonably prudent may self-insure.

Section 5.05. Inspection.
The Company shall permit any authorized representatives designated by any
Bank to visit and inspect any of the properties of the Company or any of its
Subsidiaries, including its and their financial and accounting records, and, to
make copies and take extracts therefrom, and to discuss its and their affairs,
finances and accounts with its and their officers, all upon reasonable notice
and at such reasonable times during normal business hours and as often as may be
reasonably requested; provided that any confidential information so
obtained by any Bank shall remain confidential except where disclosure is
mandated by applicable laws or such information otherwise becomes public other
than by a breach by such Bank of this Section 5.05; provided further that
this Section shall not prohibit any Bank from disclosing to any Agent (or any
Agent from disclosing to any Bank) any Event of Default or Potential Event of
Default.

Section 5.06. Compliance with Laws. The
Company and its Subsidiaries shall exercise all due diligence in order to comply
in all material respects with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including, without
limitation, laws, rules and regulations relating to the disposal of hazardous
wastes and asbestos in the environment and ERISA), noncompliance with which
would have a Material Adverse Effect.

Article 6

Negative Covenants

The Company covenants and agrees that, so long as any of the Commitments
shall be in effect or there is any Total Outstanding Amount, unless the Required
Banks shall otherwise give prior written consent, it will perform all covenants
in this Article 6:

Section 6.01. Merger.
The Company may not consolidate with, merge with or into or sell, lease or
otherwise transfer all or substantially all of its assets (as an entirety or
substantially as an entirety in one transaction or a series of related
transactions) to any Person unless:


  
    (i)     the Company shall be
    the continuing Person, or the Person (if other than the Company) formed by
    such consolidation or into which the Company is merged or to which the
    properties and assets of the Company are sold, leased or transferred shall
    be a solvent corporation organized and existing under the laws of the United
    States or any State thereof or the District of Columbia and shall expressly
    assume, by an agreement, executed and delivered to the Banks, in form and
    substance reasonably satisfactory to the Required Banks, all of the
    obligations of the Company under this Agreement and the Competitive Bid
    Loans;

    (ii)     immediately before
    and immediately after giving effect to such transaction, no Event of Default
    and no Potential Event of Default shall have occurred and be continuing
    (with the interest coverage ratio required by Section 6.03(a) being
    calculated on a pro forma basis for the four fiscal quarters of the Company
    and such Person ending immediately prior to the date of such consolidation,
    merger, sale, lease or transfer); and

    (iii)     the Company shall
    deliver to the Banks an Officer's Certificate (attaching the
    arithmetic computations to demonstrate compliance with Section 6.03) and an
    opinion of counsel, each stating that such consolidation, merger, sale,
    lease or transfer and such agreement comply with this Section 6.03 and that
    all conditions precedent herein provided for relating to such transaction
    have been complied with.

  



Section 6.02. Liens.
The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any property or asset (including any document or instrument in
respect of goods or accounts receivable) (other than Margin Stock) of the
Company or any of its Subsidiaries, whether now owned or hereafter acquired, or
any income or profits therefrom, except:


  
    (i)      Liens in existence
    on the date hereof;

    (ii)      Permitted
    Encumbrances;

    (iii)      Liens on accounts
    receivable sold with recourse;

    (iv)      Liens incurred in
    connection with the acquisition of equipment by the Company or any of its
    Subsidiaries for a cost less than $2,000,000 in any case, provided
    that the principal amount of the indebtedness so secured shall not exceed in
    any case 100% of the cost to the Company or such Subsidiary of the equipment
    acquired and provided, further, that each such Lien shall
    cover only the equipment acquired and the proceeds thereof, substitutions
    therefor and replacements thereof; and

    (v)      Liens (other than
    Liens permitted by clauses (i)-(iv) above) securing obligations of
    the Company and its Subsidiaries (including Indebtedness) not in excess of
    an amount equal to 5% of the consolidated total assets of the Company and
    its Subsidiaries, all as determined in accordance with GAAP on a
    consolidated basis for the Company and its Subsidiaries.

  



Nothing in this Section 6.02 shall prohibit the sale, assignment, transfer,
conveyance or other disposition of any Margin Stock owned by the Company or any
of its Subsidiaries at its fair value, or the creation, incurrence, assumption
or existence of any Lien on or with respect to any Margin Stock.

Section 6.03. Financial
Covenants.  Minimum Consolidated
Net Worth. The Company will not permit its Consolidated Net Worth (less the
Textron Affiliate Amount) at any time during any fiscal quarter (each a "Measurement
Quarter") ending on and after December 29, 2001 to be less than the sum
of (x) $3,000,000,000 plus (y) an amount equal to 40% of the Consolidated Net
Income of the Company for each fiscal quarter of the Company in which the
Company had a Consolidated Net Income for such fiscal quarter in excess of $0
and which such fiscal quarter commenced on or after December 30, 2001 and ended
on or prior to the first day of such Measurement Quarter plus (z) 100% of the
proceeds of any equity issuances by the Company (excluding issuances as a result
of the exercise of employee stock options) on and after the date of this
Agreement.

(a) Interest Coverage Ratio. The Company shall
not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest
Expense at any date to be less than 1.5 to 1.0 calculated at the end of each
fiscal quarter of the Company by reference to the four fiscal quarter periods
ending on such date of calculation.

Section 6.04. Existing
Subordinated Debt. The Company will not amend or otherwise change
the terms of any Existing Subordinated Debt except as specifically permitted
hereby, or make, directly or indirectly, any payment consistent with an
amendment or change thereto, if the effect of such amendment or change is to
increase the interest rate on such Debt, change the dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect to such Debt, grant any security interest in
favor of such Existing Subordinated Debt, change the redemption provisions
thereof, change the subordination provisions thereof, cause the Existing
Subordinated Debt to be guaranteed by any Person or which, together with all
other amendments or changes made, increase materially the obligations of the
obligor or confer additional rights on the holder of such Debt which would be
adverse to the Company or the Banks.

Section 6.05. Use of
Proceeds. Notwithstanding any provisions of this Agreement to the
contrary, no portion of the proceeds of any borrowing or the Letters of Credit
issued under this Agreement shall be used by the Company in any manner which
would cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T, or Regulation X of the Board or any other regulation
of the Board or to violate the Exchange Act, in each case as in effect on the
date or dates of such borrowing and such use of proceeds.

Article 7

Events of Default

If any of the following conditions or events ("Events of Default")
shall occur and be continuing:

Section 7.01. Failure to
Make Payments When Due. Failure to pay any installment of
principal of any Loan or any reimbursement obligation in respect of any drawing
under a Letter of Credit when due, whether at stated maturity, by acceleration,
by notice of prepayment or otherwise; or failure to pay any interest on any Loan
or any other amount due under this Agreement when due and such default shall
continue for 5 days; or

Section 7.02. Default in
Other Agreements. (i) Failure of the Company or any of its
Subsidiaries to pay when due any principal or interest on any Indebtedness
(other than Indebtedness referred to in Section 7.01) in an individual principal
amount of $50,000,000 or more or items of Indebtedness with an aggregate
principal amount of $50,000,000 or more beyond the end of any period prior to
which the obligee thereunder is prohibited from accelerating payment thereunder
or any grace period after the maturity thereof, or (ii) breach or default of the
Company or any of its Subsidiaries (other than a default arising under any
restrictive provision relating to any sale, pledge or other disposition of
Margin Stock contained in a lending agreement to which any Bank or Affiliate
thereof is a party) with respect to any other term of (y) any evidence of any
Indebtedness in an individual principal amount of $50,000,000 or more or items
of Indebtedness with an aggregate principal amount of $50,000,000 or more; or
(z) any loan agreement, mortgage, indenture or other agreement relating thereto,
if such failure, default or breach shall continue for more than the period of
grace, if any, specified therein and shall not at the time of acceleration
hereunder be cured or waived; or

Section 7.03. Breach of
Certain Covenants. Failure of any Borrower to perform or comply
with any term or condition contained in Section 5.02, 6.01, 6.03, 6.04 or 6.05
of this Agreement; or

Section 7.04. Breach of
Warranty. Any representation or warranty made by any Borrower in
this Agreement or in any statement or certificate at any time given by such
Person in writing pursuant hereto or thereto or in connection herewith or
therewith shall be false in any material respect on the date as of which made;
or

Section 7.05. Other Defaults under Agreement.
Any Borrower shall default in the performance of or compliance with any term
contained in this Agreement other than those referred to above in Section 7.01,
7.03 or 7.04 and such default shall not have been remedied or waived within 30
days after receipt of notice from the Administrative Agent or any Bank of such
default; or

Section 7.06.
Involuntary Bankruptcy; Appointment of Receiver, etc. A court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company or any of its Restricted Subsidiaries or any Subsidiary
Borrower in an involuntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, which
decree or order is not stayed; or any other similar relief shall be granted
under any applicable federal or state law; or an involuntary case is commenced
against the Company or any of its Restricted Subsidiaries or any Subsidiary
Borrower under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower, or over all or a substantial
part of its property, shall have been entered; or an interim receiver, trustee
or other custodian of the Company or any of its Restricted Subsidiaries or any
Subsidiary Borrower for all or a substantial part of the property of the Company
or any of its Restricted Subsidiaries or any Subsidiary Borrower is
involuntarily appointed; or a warrant of attachment, execution or similar
process is issued against any substantial part of the property of the Company or
any of its Restricted Subsidiaries or any Subsidiary Borrower, and the
continuance of any such events in subpart (b) for 60 days unless dismissed,
bonded or discharged; or

Section 7.07. Voluntary
Bankruptcy; Appointment of Receiver, etc. The Company or any of
its Restricted Subsidiaries or any Subsidiary Borrower shall have an order for
relief entered with respect to it or commence a voluntary case under the
Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order for relief
in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; the making by the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower of any assignment for the
benefit of creditors; or the inability or failure of the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower, or the admission by the
Company or any of its Restricted Subsidiaries or any Subsidiary Borrower in
writing of its inability to pay its debts as such debts become due; or the Board
of Directors of the Company or any Restricted Subsidiary or any Subsidiary
Borrower (or any committee thereof) adopts any resolution or otherwise
authorizes action to approve any of the foregoing; or

Section 7.08. Judgments and Attachments.
Any money judgment, writ or warrant of attachment, or similar process
involving individually or in the aggregate an amount in excess of $50,000,000
shall be entered or filed against the Company or any Restricted Subsidiary or
any Subsidiary Borrower or any of its assets and shall remain undischarged,
unvacated, unbonded or unstayed, as the case may be, for a period of 30 days or
in any event later than five days prior to the date of any proposed sale
thereunder; or

Section 7.09. Dissolution. Any
order, judgment or decree shall be entered against the Company or any of its
Restricted Subsidiaries or any Subsidiary Borrower decreeing the dissolution or
split up of the Company or that Restricted Subsidiary and such order shall
remain undischarged or unstayed for a period in excess of 30 days; or

Section 7.10. ERISA Title IV Liabilities.
(i) The Company or any of its ERISA Affiliates shall terminate or suffer the
termination of (by action of the PBGC or any successor thereto) any Pension
Plan, or shall suffer the appointment of or the institution of proceedings to
appoint a trustee to administer any Pension Plan, or shall withdraw (under
Section 4063 of ERISA) from a Pension Plan, if as of the date thereof or any
subsequent date the sum of the Company's and each ERISA
Affiliate's liabilities to the PBGC or any other Person under Sections
4062, 4063 and 4064 of ERISA (calculated after giving effect to the tax
consequences thereof) resulting from or otherwise associated with the above
described events exceeds $50,000,000; or

(ii)     The Company or any of
its ERISA Affiliates shall withdraw from any Multiemployer Plan and the
aggregate amount of withdrawal liability (determined pursuant to Sections 4201 et
seq. of ERISA) to which the Company and its ERISA Affiliates become
obligated to all Multiemployer Plans requires annual payments in excess of
$5,000,000;

THEN (i) upon the occurrence of any Event of Default described in the
foregoing Sections 7.06 or 7.07, the unpaid principal amount of and accrued
interest on all the Loans and any outstanding reimbursement obligation in
respect of any drawing under a Letter of Credit shall automatically become
immediately due and payable, without presentment, demand, protest or other
requirements of any kind, all of which are hereby expressly waived by the
Company and each Borrower, and the Commitments and the obligation of each Bank
to make any Loans hereunder and the obligation of each Issuing Bank to issue any
Letter of Credit hereunder shall thereupon terminate, and (ii) upon the
occurrence of any other Event of Default, the Required Banks may, by written
notice to the Company and each Borrower, (A) terminate the Commitments and the
obligation of each Bank to make any Loans hereunder and the obligation of each
Issuing Bank to issue any Letter of Credit hereunder shall thereupon terminate
and/or (B) declare the unpaid principal amount of and accrued interest on all
the Loans and any outstanding reimbursement obligation in respect of any drawing
under a Letter of Credit to be, and the same shall forthwith become, immediately
due and payable. Nevertheless, if at any time within 60 days after acceleration
of the maturity of the Loans and any outstanding reimbursement obligation in
respect of any drawing under a Letter of Credit, each Borrower shall pay all
arrears of interest and all payments on account of the principal or any
outstanding reimbursement obligation in respect of any drawing under a Letter of
Credit which shall have become due otherwise than by acceleration (with interest
on principal and, to the extent permitted by law, on overdue interest, at the
rates specified in this Agreement) and all other fees and expenses then owed
hereunder and all Events of Default and Potential Events of Default (other than
non payment of principal of and accrued interest on the Loans and any
outstanding reimbursement obligation in respect of any drawing under a Letter of
Credit, in each case due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to Section 10.06, then the Required Banks by written
notice to the Company may (in their sole discretion) rescind and annul the
acceleration and its consequences; but such action shall not affect any
termination of the Commitments or any subsequent Event of Default or Potential
Event of Default or impair any right consequent thereon.

Section 7.11.
Redenomination Upon Acceleration. Upon the acceleration of the
Loans outstanding hereunder following the occurrence and the continuance of any
Event of Default, the Required Banks may, at their option, and, notwithstanding
Section 2.12(m) of this Agreement, Redenominate all Eurocurrency Rate Loans
denominated in Alternative Currencies and then outstanding into Eurocurrency
Rate Loans or Base Rate Loans denominated in Dollars. Such Redenomination shall
be equal to the Currency Equivalent (calculated at the date of Redenomination)
in Dollars of such Eurocurrency Rate Loans. In addition, the affected Borrower
hereby agrees to indemnify each Bank against all losses contemplated by Section
2.12(e) of this Agreement suffered as a result of such Redenomination. In
addition, if upon any Event of Default, any payment default, or for purposes of
obtaining a judgment in any court for any purpose hereunder (including a
proceeding under the Bankruptcy Code), it becomes necessary to determine the
Currency Equivalent in Dollars of any payment obligation hereunder (whether with
respect to a principal amount or interest or otherwise) which is payable in any
other currency (an "Other Currency Obligation"), such
determination shall be made at the time (or from time to time) and to the extent
payment (in whole or in part) has actually been made by the affected Borrower or
a judgment has been rendered. A certificate of a Bank as to the amount required
to be paid by the affected Borrower under this Section shall accompany a demand
for such payment and shall be conclusive and binding for all purposes, absent
manifest error.

Section 7.12. Cash Cover. The
Company agrees, in addition to the provisions in Article 7, that upon the
occurrence and during the continuance of any Event of Default, it shall, if
requested by the Administrative Agent upon the instruction of the Banks having
more than 50% of the Letter of Credit Liabilities, pay to the Administrative
Agent an amount in immediately available funds (which funds shall be held as
collateral pursuant to arrangements satisfactory to the Administrative Agent)
equal to the aggregate amount available for drawing under all Letters of Credit
outstanding at such time, provided that, upon the occurrence of any Event
of Default specified in Section 7.06 or 7.07 with respect to the Company, the
Company shall pay such amount forthwith without any notice or demand or any
other act by the Administrative Agent or the Banks.

Article 8

Agents

Section 8.01. Appointment. Each of
the Banks hereby appoints and authorizes each Agent to act hereunder and under
the other instruments and agreements referred to herein as its agent hereunder
and thereunder. Each Agent agrees to act as such upon the express conditions
contained in this Article 8. The provisions of this Article 8 are solely for the
benefit of the Agents, and neither the Company nor any other Borrower shall have
any rights as a third party beneficiary of or any obligations under any of the
provisions hereof. In performing its functions and duties under this Agreement,
each Agent shall act solely as agent of the Banks and does not assume and shall
not be deemed to have assumed any obligation towards or relationship of agency
or trust with or for the Company or any other Borrower.

Section 8.02. Powers; General Immunity.
Duties Specified. Each Bank irrevocably authorizes each Agent to take such
action on such Bank's behalf and to exercise such powers hereunder and
under the other instruments and agreements referred to herein as are
specifically delegated to such Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto. The Agents shall have
only those duties and responsibilities which are expressly specified in this
Agreement and each may perform such duties by or through its agents or
employees. The duties of the Agents shall be mechanical and administrative in
nature; and no Agent shall have by reason of this Agreement a fiduciary or trust
relationship in respect of any Bank; and nothing in this Agreement, expressed or
implied, is intended to or shall be so construed as to impose upon the Agents
any obligations in respect of this Agreement or the other instruments and
agreements referred to herein except as expressly set forth herein or therein.

(a) No Responsibility for Certain Matters. No Agent shall be
responsible to any Bank for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any Loan or
any Letter of Credit, or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in
any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by such
Agent to any Bank or by or on behalf of the Borrower to such Agent or any Bank,
or for the accuracy of any information relating to Competitive Bid Loans
(including as to amounts outstanding at any time), or be required to ascertain
or inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or the Letters of Credit, or of the existence or
possible existence of any Event of Default or Potential Event of Default.

(b) Exculpatory Provisions. Neither any Agent
nor any of their respective officers, directors, employees or agents shall be
responsible or liable to any Bank for any action taken or omitted hereunder or
under any of the other Loan Documents or in connection herewith or therewith
unless caused by its or their gross negligence or willful misconduct. If an
Agent shall request instructions from any Bank with respect to any act or action
(including the failure to take an action) in connection with this Agreement,
such Agent shall be entitled to refrain from such act or taking such action
unless and until such Agent shall have received instructions from the Required
Banks. Without prejudice to the generality of the foregoing, (i) the Agents
shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for the Borrower), accountants, experts and
other professional advisors selected by it; and (ii) no Bank shall have any
right of action whatsoever against any Agent as a result of such Agent acting or
(where so instructed) refraining from acting under this Agreement or the other
instruments and agreements referred to herein or therein in accordance with the
instructions of the Required Banks. The Agents shall be entitled to refrain from
exercising any power, discretion or authority vested in it under this Agreement
or the other instruments and agreements referred to herein or therein unless and
until it has obtained the instructions of the Required Banks.

(c) Agents Entitled to Act as Bank. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, any Agent in its respective individual capacity as a Bank
hereunder. With respect to its participation in the Loans and the Letters of
Credit, each of JPMorgan Chase, Citibank, N.A., Deutsche Bank Securities Inc.
and UBS AG, Stamford Branch shall have the same rights and powers hereunder as
any other Bank and may exercise the same as though it were not performing the
duties and functions delegated to it hereunder, and the term "Bank"
or "Banks" or any similar term shall, unless the context
clearly otherwise indicates, include the Agents in their respective individual
capacity. Each of JPMorgan Chase, Citibank, N.A., Deutsche Bank Securities Inc.
and UBS AG, Stamford Branch and their respective Affiliates may accept deposits
from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with the Company or any Affiliate or
Subsidiary of the Company as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Company or any such
Affiliate or Subsidiary for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

Section 8.03. Representations and Warranties; No
Responsibility for Appraisal of Creditworthiness. Each Bank
represents and warrants that it has made its own independent investigation of
the financial condition and affairs of the Company and each other Borrower in
connection with the making of the Loans hereunder and has made and shall
continue to make its own appraisal of the creditworthiness of the Company. No
Agent shall have any duty or responsibility either initially or on a continuing
basis to make any such investigation or any such appraisal on behalf of any Bank
or to provide any Bank with any credit or other information with respect thereto
whether coming into its possession before the making of the Loan or the issuance
of the Letter of Credit or any time or times thereafter, and no Agent shall
further have any responsibility with respect to the accuracy of or the
completeness of the information provided to the Banks.

Section 8.04. Right to
Indemnity. Each Bank severally agrees to indemnify each Agent and
each Issuing Bank in accordance with its Pro Rata Share to the extent such Agent
or Issuing Bank shall not have been reimbursed by the Company, for and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against such Agent or Issuing Bank in
performing its duties hereunder or under the other Loan Documents or any Letter
of Credit or in any way relating to or arising out of this Agreement; provided
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from an Agent's gross negligence or willful
misconduct; provided further that nothing in this Section 8.04
shall affect any right that a Bank may have against an Issuing Bank under
Section 2.15(f)(ii). If any indemnity furnished to an Agent or Issuing Bank for
any purpose shall, in the opinion of such Agent or Issuing Bank, be insufficient
or become impaired, such Agent or Issuing Bank may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

Section 8.05.
Resignation by the Agents. Any Agent may resign from the
performance of all its functions and duties hereunder at any time by giving 30
days' prior written notice to the Company and the Banks. Such
resignation shall take effect upon the acceptance by a successor Agent of
appointment pursuant to clauses (b) and (c) below or as otherwise provided
below.

(a) Upon any such notice of resignation, the Required Banks shall appoint a
successor Agent who shall be satisfactory to the Company and shall be an
incorporated bank or trust company with a combined surplus and undivided capital
of at least $500 million.

(b) If a successor Agent shall not have been so appointed within said 30 day
period, the resigning Agent, with the consent of the Company, shall then appoint
a successor Agent who shall serve in the same capacity as the resigning Agent
until such time, if any, as the Required Banks, with the consent of the Company,
appoint a successor Agent as provided above.

Section 8.06. Successor Agents. Any
Agent may resign at any time as provided in Section 8.05 hereof. Upon any such
notice of resignation, the Required Banks shall have the right, upon five
days' notice to the Company and subject to Section 8.05 hereof, to
appoint a successor Agent. Upon the acceptance of any appointment by a successor
Agent, that successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations as an Agent
under this Agreement. After any retiring Agent's resignation hereunder
as an Agent the provisions of this Article 8 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was an Agent under this
Agreement.

Section 8.07. Co-Syndication Agents.
Nothing in this Agreement shall impose any duty or liability whatsoever on
any of the Co-Syndication Agents in such capacity.

Article 9

Guarantee

Section 9.01. Guarantee. The Company
hereby unconditionally guarantees the due and punctual payment of all principal
of and interest on, and all other amounts now or hereafter payable by any
Subsidiary Borrower to any Bank or Banks or any Agent under this Agreement or
any Loans or any Letters of Credit (collectively, "Guaranteed
Obligations") when any of the same shall become due, whether at stated
maturity, by required payment, declaration, acceleration, demand or otherwise
(including amounts which would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), and
agrees to pay any and all costs and expenses (including reasonable fees and
disbursements of counsel) incurred by any Agent or the Banks in enforcing any
rights under this Article 9.

The Company agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
the Company will remain bound under this Article 9 notwithstanding any
extension, renewal or other alteration of any Guaranteed Obligation.

Section 9.02. Obligation
Not Affected by Certain Events. The Company waives presentation
of, demand of, and protest of any Guaranteed Obligation and also waives notice
of protest for nonpayment. The obligations of the Company under this Section
9.02 shall not be affected by:


  
    (a) the failure of any Bank, any Agent or any other Person to assert any
    claim or demand or to enforce any right or remedy against any Subsidiary
    Borrower or any successor thereto under the provisions of this Agreement or
    any other agreement or otherwise;

    (b) any extension or renewal of any provision of any thereof;

    (c) any change in the time, manner or place of payment of any of the
    Guaranteed Obligations or any rescission, waiver, amendment or modification
    of any of the terms or provisions of this Agreement or any instrument or
    agreement executed pursuant thereto;

    (d) the failure to perfect any security interest in, or the release of,
    any of the security held by any Bank, any Agent or other Person for any of
    the Guaranteed Obligations; or

    (e) any other act or omission to act or delay of any kind by the
    Borrower, any Bank, any Agent or any other Person or any other circumstance
    whatsoever which might, but for the provisions of this paragraph, constitute
    a legal or equitable discharge of or defense to the Guaranteed Obligations.

  



Section 9.03. Guarantee
of Payment. The Company further agrees that this Section 9.03
constitutes a guarantee of payment when due and not of collection and waives any
right to require that any resort be had by any Bank or any Agent or any other
Person to any security held for payment of any of the Guaranteed Obligations or
to any balance of any deposit account or credit on the books of any Bank, any
Agent or any other Person in favor of any Subsidiary Borrower or any other
Person.

Section 9.04. Obligation
Not Subject to Limitation. The obligation of the Company under
this Section 9.04 shall not be subject to any reduction, limitation, impairment,
or termination for any reason, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise of any of the Guaranteed
Obligations, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Guaranteed Obligations or discharge of any
Subsidiary Borrower from any of the Guaranteed Obligations in a bankruptcy or
similar proceeding or otherwise. Without limiting the generality of the
foregoing, the obligation of the Company under this Section 9.04 shall not be
discharged or impaired or otherwise affected by the failure of any Bank or any
Agent or any other Person to assert any claim or demand or to enforce any remedy
under this Agreement or any other agreement or instrument or any other
guarantee, by any waiver or modification of any thereof, by any default, or by
any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of the Company or
which would otherwise operate as a discharge of the Company as a matter of law
or equity.

The Company further agrees that this Section 9.04 shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, interest on or any other amount with respect to,
any Guaranteed Obligation is rescinded or must otherwise be restored by any
Bank, any Agent or any other Person upon the bankruptcy or reorganization of any
Subsidiary Borrower, any other Person or otherwise.

Section 9.05. Order of
Payment. The Company further agrees, in furtherance of the
foregoing and not in limitation of any other right which any Bank, any Agent or
any other Person may have at law or in equity against the Company by virtue of
this Section 9.05, upon the failure of any Subsidiary Borrower to pay any of the
Guaranteed Obligations when and as the same shall become due, whether by
required prepayment, acceleration or otherwise (including amounts which would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. §362(a)), the Company will forthwith pay, or
cause to be paid, in cash, to the Administrative Agent for the ratable benefit
of the Banks or for the benefit of any Agent, as the case may be, an amount
equal to the sum of the unpaid principal amount of such Guaranteed Obligations
then due as aforesaid, accrued and unpaid interest on such Guaranteed
Obligations (including, without limitation, interest which, but for the filing
of a petition in bankruptcy with respect to any Subsidiary Borrower, would have
accrued on such Guaranteed Obligations) and all other Guaranteed Obligations
then owed to the Banks and such Agent as aforesaid. All such payments shall be
applied promptly, from time to time, by the Administrative Agent:


First, to the payment of the costs and expenses of any collection, or
other realization under this Section 9.05, including reasonable compensation to
the Agents and their respective agents and counsel, and all expenses,
liabilities and advances made or incurred by the Agents in connection therewith;


Second, to the payment of accrued but unpaid interest on the Loans
comprising the Guaranteed Obligations;


Third, to the payment of the Guaranteed Obligations not paid pursuant to
clause Second above;


Fourth, after payment in full of all Guaranteed Obligations, to the
Company or its successors or assigns, or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct, of any
surplus then remaining from such payments.

Section 9.06. Waiver by
the Company. The Company hereby waives absolutely and irrevocably
any claim which it may have against any of the Subsidiary Borrowers by reason of
any payment to the Banks or any Agent or to any other Person pursuant to or in
respect of the guarantee set forth in this Section 9.06, including any claim by
way of subrogation, contribution, reimbursement, indemnity or otherwise.

Article 10

Miscellaneous

Section 10.01. Benefit
of Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, provided that no Borrower may assign or transfer any
of its interest hereunder without the prior written consent of the Banks.

(a) Any Bank may make, carry or transfer Loans or Letter of Credit
Liabilities at the time owing to it at, to or for the account of, any of its
branch offices or the offices of an Affiliate of such Bank, provided that
doing so shall not cause any Borrower to incur any additional costs hereunder at
the time of such transfer.

(b) Any Bank may assign its rights and delegate its
obligations under this Agreement and further may sell participations in all or
any part of any Loan or Loans made by it or its Commitment or Letter of Credit
Liabilities at the time owing to it or any other interest herein to another bank
or other entity; provided that (i) in the case of an assignment, such
Bank shall (a) give to the Company and the Administrative Agent prior notice
thereof, and, in the case of any assignment, the Company and the Administrative
Agent shall, except as set forth in the last sentence of this Section 10.01(c)
and in Section 10.01(d), have consented thereto (such consent not to be
unreasonably withheld) and (b) comply with Section 10.01(f) hereof and
thereupon, the assignee "Purchasing Bank" shall have, to the
extent of such assignment (unless otherwise provided thereby), the rights and
benefits described in Section 10.01(f) hereof, and (ii) in the case of a
participation, except as set forth below, (a) the participant shall not have any
rights under this Agreement or any other document delivered in connection
herewith (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto); provided that a participation
agreement may provide that a Bank will not agree to any modification, amendment
or waiver of any provision in this Agreement described in clause (i), (iii), or
(iv) of Section 10.06 without the consent of the participant and (b) all amounts
payable by the Borrower under Sections 2.12(e) and 2.12(i) hereof shall be
determined as if the Bank had not sold such participation. Except with respect
to interest rate, principal amount of any Loan, fees, scheduled dates for
payment of principal or interest or fees, scheduled termination of commitments
and commitment amounts, a Bank will not in any such participation agreement
restrict its ability to make any modification, amendment or waiver to this
Agreement without the consent of the participant. Any Bank may furnish any
information concerning the Company in possession of such Bank from time to time
to Affiliates of such Bank and to assignees and participants (including
prospective assignees and participants), provided, however, that
(i) except when such information is furnished to an Affiliate, the furnishing
Bank shall give the Company prior notice of any furnishing of non public
information (ii) the recipient shall agree to the terms of this Section 10.01
hereof and (iii) the furnishing of such information (and the nature, manner and
extent thereof) by any Bank to its Affiliates and such assignees and
participants shall be further governed by the relevant agreement, assignment or
participation agreement relating to such arrangement, assignment or
participation, as the case may be. Notwithstanding anything to the contrary in
the foregoing, (A) any Bank may, without the consent of the Company or the
Administrative Agent, assign any of its rights and interests in Loans hereunder
to (x) a federal reserve bank, (y) another Bank or (z) any Affiliate of such
Bank; provided that an Affiliate to whom such disposition has been made
shall not be considered a "Bank" for purposes of Section 10.06
but shall be considered a "Bank" for purposes of Sections 10.04
and 10.05; and provided further that the transferor Bank shall be
deemed to hold such interests transferred to its Affiliate for purposes of
Section 10.06 for so long as such interests are held by such Affiliate; and (B)
no consent of the Company to an assignment shall be required if at the time an
Event of Default exists.

(c) Notwithstanding the foregoing provisions of this
Section 10.01, each Bank may at any time, upon 30 days' prior written
notice to the Administrative Agent and the Company, sell, assign, transfer or
negotiate all or any part of its Loans or Commitment if, but only if,
concurrently therewith or prior thereto (a) any Person or two or more Persons
acting in concert shall have acquired beneficial ownership (within the meaning
of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of a majority of the outstanding shares of
voting stock of the Company pursuant to one or more transactions not approved,
in their capacities as directors, by at least a majority of the individuals who
served as directors of the Company on the date one year prior to the date of the
first acquisition of voting stock leading to such acquisition or (b) during any
period of 12 consecutive months, commencing before or after the date of this
Agreement, individuals who at the beginning of such 12 month period were
directors of the Company cease for any reason to constitute a majority of the
board of directors of the Company.

(d) Except pursuant to an assignment permitted by this
Agreement but only to the extent set forth in such assignment, no Bank shall, as
between each Borrower and that Bank, be relieved of any of its obligations
hereunder as a result of any sale, transfer or negotiation of, or granting of
participations in, all or any part of the Loans or Commitment of or Letter of
Credit Liabilities at the time owing to that Bank or other obligations owed to
such Bank.

(e) Any Bank may at any time assign to one or more
banks or other financial institutions all, or a proportionate part of all, of
its rights and obligations under this Agreement, provided that (i) the
minimum amount of such assignment shall be equivalent to (A) if the Purchasing
Bank is not a Bank hereunder, $10,000,000 or the aggregate amount of the
assigning Bank's Commitment, whichever is less and (B) if the Purchasing
Bank is a Bank hereunder, $5,000,000 and (ii) after giving effect to such
assignment, the Commitment of the assigning Bank is equivalent to not less than
$10,000,000, unless such assigning Bank shall have assigned all of its rights
and obligations under this Agreement; and provided further that
any such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Competitive Bid Loans or Letter of Credit Liabilities.
Any assignment made pursuant to Section 10.01(c) hereof shall be made pursuant
to a Transfer Supplement, substantially in the form of Exhibit F annexed hereto,
executed by the Purchasing Bank, the transferor Bank, the Company and the
Administrative Agent. Upon (i) such execution of such Transfer Supplement, (ii)
delivery of an executed copy thereof to the Borrower, (iii) payment by such
Purchasing Bank to such transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Purchasing Bank, and (iv) payment
by such Purchasing Bank or transferor Bank (as they shall mutually agree) to the
Administrative Agent of a non refundable fee of $3,000 to cover administrative
and other expenses which may be incurred in connection with such assignment,
such Purchasing Bank shall for all purposes be a Bank party to this Agreement
and shall have the rights (including without limitation the benefits of Sections
2.12 and 2.13) and obligations of a Bank under this Agreement to the same extent
as if it were an original party hereto and thereto with the pro rata
Share of the applicable Commitment set forth in such Transfer Supplement, and no
further consent or action by the Company, the Banks or the Administrative Agent
shall be required. Such Transfer Supplement shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Bank and the resulting adjustment of pro rata
Shares arising from the purchase by such Purchasing Bank of all or a portion of
the rights and obligations of such transferor Bank under this Agreement and the
Loans. Upon the consummation of any transfer to a Purchasing Bank pursuant to
this paragraph (f), the transferor Bank, the Administrative Agent and the
Company shall make appropriate arrangements so that, if requested, a replacement
Note is issued to such transferor Bank and a new Note or, as appropriate, a
replacement Note, if requested, issued to such Purchasing Bank, in each case in
principal amounts reflecting their pro rata Shares or, as appropriate,
their outstanding Loans, as adjusted pursuant to such Transfer Supplement.

Section 10.02. Expenses.
Whether or not the transactions contemplated hereby shall be consummated,
the Company agrees to promptly pay (i) all the actual and reasonable out of
pocket costs and expenses of the Agents in connection with the negotiation,
preparation and execution of this Agreement; (ii) the reasonable fees, expenses
and disbursements of Davis, Polk & Wardwell, special counsel to the Agents,
in connection with the negotiation, preparation, execution and administration of
this Agreement, the Loans and any amendments and waivers hereto or thereto; and
(iii) all costs and expenses (including attorneys' fees, expenses and
disbursements, and costs of settlement) incurred by the Banks (including any
Issuing Bank) in enforcing any obligations of or in collecting any payments due
from any Borrower hereunder by reason of the occurrence of any Event of Default
or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out"
or of any insolvency or bankruptcy proceedings or otherwise.

Section 10.03. Indemnity.
In addition to the payment of expenses pursuant to Section 10.02 hereof,
whether or not the transactions contemplated hereby shall be consummated, the
Company agrees to indemnify, pay and hold each Agent and each Bank (including
any Issuing Bank) and the officers, directors, employees, agents, advisors and
affiliates of each of them (collectively called the "Indemnitees")
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including, without limitation, the reasonable
fees, expenses and disbursements of counsel for such Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or
threatened, whether or not such Indemnitee shall be designated a party thereto),
which may be imposed on, incurred by, or asserted against that Indemnitee, in
any manner relating to or arising out of this Agreement or any Letter of Credit,
the Banks' agreement to make the Loans or the use or intended use of the
proceeds of any of the Loans or Letters of Credit hereunder (the "indemnified
liabilities"); provided that, the Company shall have no
obligation to any Indemnitee hereunder to the extent that such indemnified
liabilities arose from the gross negligence or willful misconduct of that
Indemnitee. To the extent that the undertaking to indemnify, pay and hold
harmless set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy or otherwise, the Company shall contribute
the maximum portion which it is permitted to pay and satisfy under applicable
law, to the payment and satisfaction of all indemnified liabilities incurred by
the Indemnitees or any of them.

Section 10.04. Setoff.
In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence of any Event of
Default, each Bank is hereby authorized by each Borrower at any time and from
time to time, without notice to such Borrower, or to any other Person, and
without presentment, demand or protest, any such being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including, but not limited to, Indebtedness evidenced by certificates
of deposit, whether matured or unmatured but not including trust accounts) and
any other Indebtedness at any time held or owing by that Bank (including,
without limitation, any branches or agencies thereof, wherever located) to or
for the credit or the account of such Borrower against and on account of the
obligations and liabilities of such Borrower to that Bank under this Agreement
or any Letter of Credit including, but not limited to, all claims of any nature
or description arising out of or connected with this Agreement or the Loans or
Letters of Credit, irrespective of whether or not (a) that Bank shall have made
any demand hereunder or (b) that Bank shall have declared the principal or the
interest on the Loans or any reimbursement obligation in respect of any drawing
under a Letter of Credit, and other amounts due hereunder, to be due and payable
as permitted by Article 7 and although said obligations and liabilities, or any
of them, may be contingent or unmatured.

Section 10.05. Ratable
Sharing. Subject to the last sentence of this Section 10.05, the
Banks agree among themselves that (i) with respect to all amounts received by
them which are applicable to the payment of principal of or interest on the
Syndicated Loans, Letter of Credit Liabilities and amounts payable in respect of
the facility fees, equitable adjustment will be made so that, in effect, all
such amounts will be shared among the Banks proportionately to their respective pro
rata Shares whether received by voluntary payment, by the exercise of the
right of setoff or banker's lien, by counterclaim or cross action or by
the enforcement of any or all of the Syndicated Loans and Letter of Credit
Liabilities, (ii) if any of them shall exercise any right of counterclaim,
setoff, banker's lien or similar right with respect to amounts owed by
any Borrower hereunder or under the Syndicated Loans and Letter of Credit
Liabilities, then the Bank shall apportion the amount recovered as a result of
the exercise of such right in accordance with each Bank's pro rata
Share, and (iii) if any of them shall thereby through the exercise of any right
of counterclaim, set off, banker's lien or otherwise or as adequate
protection of a deposit treated as cash collateral under the Bankruptcy Code,
receive payment or reduction of a proportion of the aggregate amount of
principal and interest due with respect to the Syndicated Loans and Letter of
Credit Liabilities held by the Bank, or any amount payable hereunder, which is
greater than the proportion received by any other holder of the Syndicated Loans
and Letter of Credit Liabilities in respect of the aggregate amount of principal
and interest due with respect to the Syndicated Loans and Letter of Credit
Liabilities held by it, or any amount payable hereunder, then the Bank receiving
such proportionately greater payments shall (y) notify each other Bank and the
Administrative Agent of such receipt and (z) purchase participations (which it
shall be deemed to have done simultaneously upon the receipt of such payment) in
the Syndicated Loans and Letter of Credit Liabilities held by the other holders
so that all such recoveries of principal and interest with respect to the
Syndicated Loans and Letter of Credit Liabilities shall be proportionate to
their pro rata Shares provided that, if all or part of such
proportionately greater payment received by such purchasing holder is thereafter
recovered from such holder, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to that holder to the
extent of such recovery, but without interest. Each Borrower expressly consents
to the foregoing arrangement and agrees that any holder of a participation in
any such Syndicated Loan or Letter of Credit Liability so purchased and any
other subsequent holder of a participation in any Syndicated Loan or Letter of
Credit Liability otherwise acquired may exercise any and all rights of
banker's lien, set off or counterclaim with respect to any and all
moneys owing by such Borrower to that holder as fully as if that holder were a
holder of such Syndicated Loan or Letter of Credit Liability in the amount of
the participation held by that holder. Notwithstanding the foregoing, upon the
occurrence and during the continuance of a Potential Event of Default or an
Event of Default, the ratable sharing arrangements set forth in this Section
10.05 shall be based on each Bank's pro rata share of all
Syndicated Loans outstanding at such time, rather than on each Bank's pro
rata Share.

Section 10.06.
Amendments and Waivers. No amendment, modification, termination
or waiver of any provision of this Agreement or any Note or Letter of Credit or
consent to any departure by any Borrower therefrom shall in any event be
effective without the written concurrence of the Required Banks; provided
that (a) any amendment, modification, termination or waiver (i) of any provision
that expressly requires the approval or concurrence of all Banks, (ii) that
eliminates the Company's guarantee set forth in Article 9 hereof, (iii)
of any provision that affects the definition of "Required Banks"
or (iv) of any of the provisions contained in Section 7.01 hereof and this
Section 10.06, shall be effective only if evidenced by a writing signed by or on
behalf of all Banks, (b) any amendment, modification, termination or waiver (i)
of any provision that increases the principal amount of the Commitments or the
Loans, changes a Bank's pro rata Share, affects the definition of
"Final Maturity Date" or postpones (except as expressly
provided in Section 2.15) the expiry date of any Letter of Credit, (ii) that
permits an extension of the Commitment of any Bank pursuant to Section
2.01(d)(ii) without the approval of such Bank, (iii) that decreases the amount
or changes the due date of any amount payable in respect of the fees payable
hereunder, (iv) of any of the provisions contained in Sections 2.12(b) and
2.12(c) hereof or (v) that decreases the principal of or interest rates borne by
the Syndicated Loans or the amount to be reimbursed in respect of any Letter of
Credit or any interest thereon, or postpones the payment of principal or
interest due on the Syndicated Loans or for reimbursement in respect of any
Letter of Credit, shall be effective only if evidenced by a writing signed by or
on behalf of each Bank affected thereby and (c) any waiver with respect to a
Competitive Bid Loan can be given only by the Bank affected with respect
thereto. No amendment, modification, termination or waiver of any provision of
Article 8 hereof or any of the rights, duties, indemnities or obligations of any
Agent, as agent shall be effective without the written concurrence of such
Agent. The Administrative Agent may, but shall have no obligation to, with the
concurrence of any Bank, execute amendments, modifications, waivers or consents
on behalf of that Bank. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice
to or demand on any Borrower in any case shall entitle such Borrower to any
further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
Section 10.06 shall be binding upon each present or future Bank and, if signed
by such Borrower, on the Borrower.

Section 10.07. Independence of Covenants.
All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or be otherwise within the
limitation of, another covenant shall not avoid the occurrence of an Event of
Default or Potential Event of Default if such action is taken or condition
exists.

Section 10.08. Notices.
Unless otherwise provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and may be personally
served, telecopied, telexed or sent by United States mail and shall be deemed to
have been given when delivered in person, upon receipt of telecopy or telex or
four Business Days after depositing it in the United States mail, registered or
certified, with postage prepaid and properly addressed; provided that
notices to the Administrative Agent shall not be effective until received by
such Agent. For the purposes hereof, the addresses of the parties hereto (until
notice of a change thereof is delivered as provided in this Section 10.08) shall
be: (a) in the case of the Company, at its address or facsimile number set forth
on the signature pages hereof, (b) in the case of the Administrative Agent, at
its address, facsimile number or telex number in New York City set forth on the
signature pages hereof, (c) in the case of any Bank, at its address, facsimile
number or telex number set forth in its Administrative Questionnaire or (d) in
the case of any party, at such other address, facsimile number or telex number
as such party may hereafter specify for the purpose by notice to the
Administrative Agent and the Company.

Section 10.09. Survival of Warranties and Certain
Agreements. All agreements, representations and warranties made
herein shall survive the execution and delivery of this Agreement and the making
of the Loans and the issuances of the Letters of Credit hereunder.

(a) Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of the Company or any other Borrower set forth in
Sections 2.12(e) and 2.12(l), the agreements of the Company set forth in
Sections 10.02 and 10.03 and the agreements of Banks set forth in Sections
8.02(c), 8.04, 10.04 and 10.05 shall survive the payment of the Loans, the
reduction of the Letter of Credit Liabilities to zero and the termination of
this Agreement.

Section 10.10. Disclosure of Certain Tax Aspects.
The Company, each Subsidiary Borrower, each Bank and each Agent (and each
employee, representative, or other agent of each of the foregoing parties) may
disclose to any and all Persons without limitation of any kind, the purported or
claimed U.S. federal income tax treatment (the "U.S. Tax Treatment")
and any fact that may be relevant to understanding the purported or claimed U.S.
federal income tax treatment (the "U.S. Tax Structure") of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to any of the foregoing
parties relating to such U.S. Tax Treatment and U.S. Tax Structure.

Section 10.11. Failure or Indulgence Not Waiver;
Remedies Cumulative. No failure or delay on the part of any Bank
or lender of any Loan in the exercise of any power, right or privilege hereunder
or the Loans or Letters of Credit shall impair such power, right or privilege or
be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under this Agreement or the Loans or the Letters of
Credit are cumulative to and not exclusive of any rights or remedies otherwise
available.

Section 10.12. Severability. In case
any provision in or obligation under this Agreement or Loan shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations thereof, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

Section 10.13. Obligations Several; Independent
Nature of Banks' Rights. The obligation of each Bank
hereunder is several, and no Bank shall be responsible for the obligation or
commitment of any other Bank hereunder. Nothing contained in this Agreement and
no action taken by the Banks pursuant hereto shall be deemed to constitute the
Banks to be a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Bank shall be a
separate and independent debt, and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement and it shall not be necessary
for any other Bank to be joined as an additional party in any proceeding for
such purpose.

Section 10.14. Headings. Section and
subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.

Section 10.15. Applicable Law, Consent To
Jurisdiction.

(a) THIS AGREEMENT, THE NOTES AND THE LOANS SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


(b) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER WITH RESPECT TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT EACH BORROWER ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS.


Section 10.16. Successors and Assigns. This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of the Banks. The terms and provisions of this
Agreement shall inure to the benefit of any assignee or transferee of the Loans
and in the event of such transfer or assignment, the rights and privileges
herein conferred upon the Banks shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof. The
Company's or any Borrower's rights or any interest therein
hereunder may not be assigned without the written consent of all the Banks
except pursuant to a merger, consolidation or sale, lease or transfer of assets
permitted by Section 6.01 hereof. The Banks' rights of assignment are
limited by and subject to Section 10.01 hereof. The Company may, in its sole
discretion, upon ten (10) days' prior written notice, replace any of the
Banks with one or more banks provided that (i) the Bank being replaced
has concurrently therewith been paid in full all amounts due to such Bank
hereunder, (ii) the full amount of the Commitments remains unchanged and (iii)
the percentages of the total Commitments allocated to each other Bank (or any
successors thereto) remains unchanged unless the prior written consent from such
Bank has been obtained. Any such Bank so replaced shall, upon written request of
the Company, execute and deliver such instruments and agreements as are
reasonably necessary to accomplish the same.

Section 10.17.
Counterparts; Effectiveness. This Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This Agreement shall
become effective on such date (the "Effective Date") as (i) a
counterpart hereof shall be executed by each of the parties hereto and copies
hereof shall be delivered to the Company and the Co-Syndication Agents
and (ii) the conditions set forth in Section 3.01 shall be satisfied.

Section 10.18 Judgment
Currency. If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due from any Borrower hereunder in the currency
expressed to be payable hereunder (the "Specified Currency")
into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent or each Bank,
as the case may be, could purchase the Specified Currency with such other
currency on the Business Day preceding that on which final, nonappealable
judgment is given. The obligations of each Borrower in respect of any sum due to
the Administrative Agent or any of the Banks hereunder shall, notwithstanding
any judgment in a currency other than the Specified Currency, be discharged only
to the extent that on the Business Day following receipt by the Administrative
Agent or such Bank, as the case may be, of any sum adjudged to be so due in such
other currency the Administrative Agent or any Bank, as the case may be, may in
accordance with normal, reasonable banking procedures purchase the Specified
Currency with such other currency. If the amount of the Specified Currency so
purchased is less than the sum originally due to the Administrative Agent or
such Bank, in the Specified Currency, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or such
Bank, as the case may be, against such loss.

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

 


	
      
        
        Comp any:
        


      
	
      
        TEXTRON INC.
      


    
	
      By:
	
      /s/ Mary Lovejoy

	
      Title:
	
      Vice President and Treasurer





 


	
      Notice Address:

      Textron Inc.

      40 Westminster Street

      Providence, RI 02903

      Attention: Treasurer

      

      Telephone No.

      Telecopy No.





 


	
      with a copy to:

      Textron Inc.

      40 Westminster Street

      Providence, RI 02903

      Attention: General Counsel





 

Commitments

	 	
      
        
        Administrative Agent
        


      
	
      
        $51,800,000
      


    	
      
        JPMORGAN CHASE BANK
      


    
	 	
      By:
	
      /s/ Randolph Cates

	 	
      Title:
	
      Vice President



 

 

	 	
      
        
        Co-Syndication Agents
        


      
	
      
        $45,800,000
      


    	
      
        CITIBANK, N.A.
      


    
	 	
      By:
	
      /s/ Diane Pockaj

	 	
      Title:
	
      Director



 

 

	
      
        $45,800,000
      


    	
      
        DEUTSCHE BANK AG NEW YORK BRANCH
      


    
	 	
      By:
	
      /s/ David G. Dickinson, Jr.

	 	
      Title:
	
      Vice President

	 	 	 
	 	
      By:
	
      /s/ Christopher S. Hall

	 	
      Title:
	
      Managing Director



 

 

	
      
        $45,800,000
      


    	
      
        UBS AG CAYMAN ISLANDS BRANCH
      


    
	 	
      By:
	
      /s/ Wilfred V. Saint

	 	
      Title:
	
      Associate Director

	 	 	 
	 	
      By:
	
      /s/ Thomas R. Salzano

	 	
      Title:
	
      Director



 

	 	
      
        
        Co-Agents
        


      
	
      
        $27,500,000
      


    	
      
        BANK OF AMERICA, N.A.
      


    
	 	
      By:
	
      /s/ John W. Pocalyko

	 	
      Title:
	
      Managing Director



 

 

	
      
        $27,500,000
      


    	
      
        BARCLAYS BANK PLC
      


    
	 	
      By:
	
      /s/ L. Peter Yetman

	 	
      Title:
	
      Director



 

 

	
      
        $27,500,000
      


    	
      
        BNP PARIBAS
      


    
	 	
      By:
	
      /s/ Arnaud Collin du Bocage

	 	
      Title:
	
      Managing Director



 

 

	
      
        $27,500,000
      


    	
      
        CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
      


    
	 	
      By:
	
      /s/ Jay Chall

	 	
      Title:
	
      Director

	 	 	 
	 	
      By:
	
      /s/ Cassandra Droogan

	 	
      Title:
	
      Associate



 

 

	
      
        $27,500,000
      


    	
      
        HSBC BANK USA
      


    
	 	
      By:
	
      /s/ Christopher M. Samms

	 	
      Title:
	
      First Vice President



 

 

	
      
        $27,500,000
      


    	
      
        WACHOVIA BANK, N.A.
      


    
	 	
      By:
	
      /s/ Brian Smith

	 	
      Title:
	
      Associate



 

 

	 	
      
        
        Participants
        


      
	
      
        $17,500,000
      


    	
      
        BMO NESBITT BURNS FINANCING, INC.
      


    
	 	
      By:
	
      /s/ Brian L. Banke

	 	
      Title:
	
      Managing Director



 

 

	
      
        $17,500,000
      


    	
      
        ROYAL BANK OF CANADA
      


    
	 	
      By:
	
      /s/ Scott Umbs

	 	
      Title:
	
      Manager



 

 

	
      
        $17,500,000
      


    	
      
        SOCIETE GENERALE
      


    
	 	
      By:
	
      /s/ Carol Radice

	 	
      Title:
	
      Vice President



 

 

	
      
        $17,500,000
      


    	
      
        THE BANK OF NOVA SCOTIA
      


    
	 	
      By:
	
      /s/ K.C. Clark

	 	
      Title:
	
      Managing Director



 

 

	
      
        $17,500,000
      


    	
      
        SUNTRUST BANK
      


    
	 	
      By:
	
      /s/ Michael Murphey

	 	
      Title:
	
      Director



 

 

	
      
        $16,666,667
      


    	
      
        BANK ONE, NA
      


    
	 	
      By:
	
      /s/ Glenn A. Currin

	 	
      Title:
	
      Managing Director



 

 

	
      
        $16,666,667
      


    	
      
        BANK OF TOKYO-MITSUBISHI TRUST COMPANY
      


    
	 	
      By:
	
      /s/ Spencer Hughes

	 	
      Title:
	
      Vice President



 

 

	
      
        $16,666,667
      


    	
      
        FLEET NATIONAL BANK
      


    
	 	
      By:
	
      /s/ Janet G. O'Donnell

	 	
      Title:
	
      Managing Director



 

 

	
      
        $8,300,000
      


    	
      
        MELLON BANK, N.A.
      


    
	 	
      By:
	
      /s/ J.Wade Bell

	 	
      Title:
	
      Vice President



PRICING SCHEDULE

Each of "Facility Fee Rate" and "Eurocurrency Margin"
means, for any date, the rate set forth below in the row opposite such term and
in the row corresponding to the "Utilization" at such date and
under the column corresponding to the "Pricing Level" at such
date; provided that the Eurocurrency Margin and the Letter of Credit Fee
Rate for any day on or after the Termination Date will be the applicable rate
set forth below plus 50 basis points:

	 	
      Level I
	
      Level II
	
      Level III
	
      Level IV
	
      Level V
	
      Level VI

	
      Facility Fee Rate
	
      0.06%
	
      0.07%
	
      0.08%
	
      0.10%
	
      0.125%
	
      0.15%

	
      Eurocurrency Margin

      Utilization < 50%

      Utilization > 50%
	
      

      0.165%

      0.415%
	
      

      0.18%

      0.43%
	
      

      0.295%

      0.545%
	
      

      0.40%

      0.65%
	
      

      0.625%

      0.875%
	
      

      0.85%

      1.10%

	
      Letter of Credit Fee Rate
	
      0.415%
	
      0.43%
	
      0.545%
	
      0.650%
	
      0.875%
	
      1.10%



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

"Level I Pricing" applies at any date if, at such date, the
Company's long-term debt is rated (i) A+ or higher by S&P or
(ii) A1 or higher by Moody's.

"Level II Pricing" applies at any date if, at such date, (i)
(A) the Company's long-term debt is rated A or higher by S&P
or (B) A2 or higher by Moody's and (ii) Level I Pricing does not
apply.

"Level III Pricing" applies at any date if, at such date,
(i) (A) the Company's long-term debt is rated A- or
higher by S&P or (B) A3 or better by Moody's and (ii) neither
Level I Pricing nor Level II Pricing applies.

"Level IV Pricing" applies at any date, if at such date, (i)
(A) the Company's long-term debt is rated BBB+ or higher by
S&P or (B) Baa1 or higher by Moody's and (ii) none of Level I
Pricing, Level II Pricing and Level III Pricing applies.

"Level V Pricing" applies at any date if, at such date, (i)
(A) the Company's long-term debt is rated BBB or higher by
S&P or (B) Baa2 or higher by Moody's and (ii) none of Level I
Pricing, Level II Pricing, Level III and Level IV Pricing applies.

"Level VI Pricing" applies at any date if, at such date, no
other Pricing Level applies.

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

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

"S&P" means Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc.

"Utilization" means, at any date, the percentage equivalent
of a fraction (i) the numerator of which is the Total Outstanding Amount at such
date and (ii) the denominator of which is the Total Commitment at such date. If
for any reason any Loans remain outstanding after termination of the Total
Commitment, Utilization shall be deemed to be 100%.

The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the
Company without third-party enhancement, and any rating assigned to any
other debt security of the Company shall be disregarded. The rating in effect at
any date is that in effect at the close of business of such date.

If the Company is split-rated and the ratings differential is one
level, the higher of the two ratings will apply (e.g. A+/A2 results in
Level I Pricing and A-/Baa1 results in Level III Pricing). If the
Company is split-rated and the ratings differential is two levels or
more, the average of the two ratings (or the higher of two intermediate ratings)
shall be used (e.g. A+/Baa1 results in Level II Pricing and A/BBB results
in Level III Pricing).

 

 

SCHEDULE 2.15

EXISTING LETTERS OF CREDIT


Issuing Bank: Fleet National Bank

	
      

      Applicant
	
      

      Beneficiary
	
      

      L/C No.
	
      

      Amount
	
      Effective Date
	
      Expiration Date

	
      Textron Inc. and Cessna Aircraft Company
	
      Intrust Bank, N.A. as Trustee
	
      1S1257986
	
      $11,448,335.00
	
      03/01/01
	
      07/03/03




Issuing Bank: Bank of America, N.A.

	
      

      Applicant
	
      

      Beneficiary
	
      

      L/C No.
	
      

      Amount
	
      Effective Date
	
      Expiration Date

	
      Cessna Aircraft Company
	
      First National Bank of Chicago
	
      124175
	
      $2,196,140.41
	
      10/22/92
	
      12/15/03

	
      Cessna Aircraft Company
	
      Wells Fargo Bank, Minnesota
	
      149045
	
      $4,666,164.38
	
      04/06/95
	
      04/15/04

	
      Textron Inc. and Cessna Aircraft Company
	
      The Bank of New York as Trustee
	
      3012779
	
      $10,095,288.00
	
      11/03/98
	
      11/03/03




Issuing Bank: JPMorgan Chase Bank

	
      

      Applicant
	
      

      Beneficiary
	
      

      L/C No.
	
      

      Amount
	
      Effective Date
	
      Expiration Date

	
      Textron, Inc.
	
      Highpark Investments LLC
	
      P233252000
	
      $1,692,300.00
	
      12/24/02
	
      04/30/03

	
      Textron, Inc.
	
      Carnet Division
	
      P201854000
	
      $1,066,521.45
	
      06/07/00
	
      05/14/03

	
      Textron Inc.
	
      Nis-Naftagas Promet
	
      P233883000
	
      $95,297.70
	
      01/15/03
	
      09/15/03

	
      Textron, Inc.
	
      Societe General
	
      P297863000
	
      $93,200.00
	
      02/11/00
	
      09/30/03

	
      Textron, Inc.
	
      Lockheed Martin Overseas
	
      P228377000
	
      $3,631,656.60
	
      07/30/02
	
      10/15/03

	
      Textron Inc.
	
      Bavodi PTY. Ltd.
	
      P202772000
	
      $25,069.50
	
      06/28/00
	
      10/31/03

	
      Textron, Inc.
	
      Fireman's Fund Insurance
	
      P220814000
	
      $2,212,612.00
	
      12/28/01
	
      12/28/03

	
      Textron, Inc.
	
      China Motor Corp.
	
      P235086000
	
      $700,000.00
	
      02/25/03
	
      12/31/03

	
      Textron Inc.
	
      Covanta Tampa Bay, Inc.
	
      P232021000
	
      $395,186.20
	
      11/18/02
	
      12/31/03

	
      Textron, Inc.
	
      Deltak, L.L.C.
	
      P223315000
	
      $12,197.60
	
      03/15/02
	
      03/22/04

	
      Textron, Inc.
	
      JP Morgan Chase Bank
	
      P216820000/
	
      $44,415.00
	
      08/21/01
	
      05/30/04

	
      Bell Helicopter and Textron Inc.
	
      Water Services Corporation
	
      P221921000
	
      $3,900.00
	
      02/04/02
	
      05/31/03

	
      Bell Helicopter and Textron Inc.
	
      Hanjung America Corp.
	
      P29144200
	
      $49,026.40
	
      08/06/99
	
      08/06/03

	
      Bell Helicopter and Textron Inc.
	
      Banque Exterieure D'Alger
	
      P294374000
	
      $93,208.00
	
      10/29/99
	
      08/30/03

	
      Bell Helicopter and Textron Inc.
	
      Engro Chemical Pakistan
	
      P228476000
	
      $24,751.00
	
      08/01/02
	
      08/31/03

	
      Bell Helicopter and Textron Inc.
	
      JGC (USA) Inc.
	
      P22186900/
	
      $31,000.00
	
      02/01/02
	
      09/30/03

	
      Bell Helicopter and Textron Inc.
	
      RPC (Refineria De Petrole)
	
      P221920000
	
      $13,384.50
	
      02/04/02
	
      10/31/03

	
      Bell Helicopter and Textron Inc.
	
      Deltak, L.L.C.
	
      P219725000
	
      $14,960.00
	
      11/29/01
	
      11/20/03

	
      Bell Helicopter and Textron Inc.
	
      Deltak, L.L.C.
	
      P220362000
	
      $10,810.20
	
      12/17/01
	
      12/12/03

	
      Bell Helicopter and Textron Inc.
	
      Societe Generale
	
      P211520000
	
      $25,170.00
	
      03/14/01
	
      01/31/04

	
      Bell Helicopter and Textron Inc.
	
      Standard Chartered Bank
	
      P225453000
	
      $27,943.58
	
      05/16/02
	
      05/31/04



EXHIBIT A to

Credit Agreement


TEXTRON INC.

PROMISSORY NOTE

                                                                                                                                
                              
                 
New York, New York


                                     
                              
                                                                                                             
_________ ____, 20__

FOR VALUE RECEIVED, the undersigned [NAME OF BORROWER], a _____________
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of ______________ (the "Payee") for the account of its
Applicable Lending Office, on the maturity date provided for in the Credit
Agreement, the unpaid principal amount of each Loan made by the Payee to the
Borrower pursuant to the Credit Agreement referred to below.

The Borrower also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at the times
which shall be determined in accordance with the provisions of the
364-Day Credit Agreement dated as of March 31, 2003 (such Agreement, as
amended, amended and restated, supplemented or otherwise modified from time to
time, being the "Credit Agreement") among the Borrower, the Banks
listed therein, JPMorgan Chase Bank, as Administrative Agent and Citibank, N.A.,
Deutsche Bank Securities Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents.

This Note is one of the Borrower's "Notes" and is issued
pursuant to and entitled to the benefits of the Credit Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Loans evidenced hereby were made and are to be
repaid. Capitalized terms used herein without definition shall have the meanings
set forth in the Credit Agreement.

All payments of principal and interest in respect of this Note shall be made
in the currency in which the Loan is denominated in same day funds (or, if the
Loan was made in an Alternative Currency, in such funds as may be then customary
for the settlement of international transactions in such Alternative Currency),
in accordance with the terms of the Credit Agreement. Each of the Payee and any
subsequent holder of this Note agrees, by its acceptance hereof, that before
disposing of this Note or any part thereof it will make a notation on the
Schedule attached hereto of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, however,
that the failure to make a notation of any payment made on this Note shall not
limit or otherwise affect the obligation of the Borrower hereunder with respect
to payments of principal or interest on this Note.

Whenever any payment on this Note shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest on this Note; provided, however, that in the event
that the day on which payment relating to a Eurocurrency Rate Loan is due is not
a Business Day but is a day of the month after which no further Business Day
occurs in such month, then the due date thereof shall be the next preceding
Business Day.

This Note is subject to mandatory prepayment as provided in Section 2.10(c)
of the Credit Agreement and prepayment at the option of the Borrower as provided
in Section 2.10(b) of the Credit Agreement.

Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be (shall automatically become and be
declared to be, in the case of certain Events of Default relating to bankruptcy
matters), due and payable in the manner, upon the conditions and with the effect
provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

The Borrower promises to pay all costs and expenses, including
attorneys' fees, all as provided in Section 10.02 of the Credit
Agreement, incurred in the collection and enforcement of this Note. The Borrower
hereby consents to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waives diligence, presentment, protest,
demand and notice of every kind and, to the full extent permitted by law, the
right to plead any statute of limitations as a defense to any demand hereunder.

The Credit Agreement and this Note shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and at the
place first above written.

 


	
      
        TEXTRON, INC.
      


    
	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




 

 

EXHIBIT A


LOANS AND PRINCIPAL PAYMENTS SCHEDULE



  
	
      Date
	
      Type of Loan Made This Date
	
      Amount of Loan Made This Date
	
      Amount of Principal Paid This Date
	
      Outstanding Principal Balance This Date
	
      Notation Made By

	 	 	 	 	 	 


  


 

 

EXHIBIT B to

Credit Agreement


OPINION OF COUNSEL



FOR THE



BORROWER



[Letterhead of Textron Inc.]



[DATE]


JPMorgan Chase Bank,

     as Administrative Agent

270 Park Avenue

New York, New York 10017

     and

The Banks Party to the Credit

Agreement Referenced Below




  
    
      
        Re:     364-Day
        Credit Agreement dated as of March 31, 2003 among Textron Inc., the
        Banks named therein, JPMorgan Chase Bank, as Administrative Agent and
        Citibank, N.A., Deutsche Bank Securities Inc. and UBS AG, Stamford
        Branch, as Co-Syndication Agents                                                                                                               
                      

        
      

    

  



Ladies and Gentlemen:

I am the Senior Associate General Counsel of Textron Inc., a Delaware
corporation ("Company"). This opinion is rendered to you
pursuant to Section 3.01(b) of the 364-Day Credit Agreement dated as of
March 31, 2003 (the "Credit Agreement") among the Company, the
Banks named as parties thereto (the "Banks"), JPMorgan Chase
Bank, as Administrative Agent ("Agent") and Citibank, N.A.,
Deutsche Bank Securities Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents. The undersigned has prepared this opinion and
delivered it to the Banks for their benefit at the request of the Company.
Unless otherwise defined herein, capitalized terms used herein have the meanings
set forth in the Credit Agreement.

In my capacity as Senior Associate General Counsel I have examined originals,
or copies identified to my satisfaction, of such records, documents or other
instruments as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below. I am familiar, either directly or by
inquiry of other officers or employees of the Company and its Subsidiaries or
others, and/or through examination of the Company's and its
Subsidiaries' books and records, with the business, affairs and records
of the Company and its Subsidiaries requisite to giving this opinion. Where and
as this opinion states conclusions based upon the absence of facts, I have
received in the course of my employment no contrary information and would expect
to receive such information if an officer of the Company had notice thereof.

I have been furnished with, and have obtained and relied without independent
investigation upon, such certificates and assurances from public officials as I
have deemed necessary or appropriate. In my examinations, I have assumed (a) the
genuineness of all signatures as to all parties other than the Borrowers, the
conformity to original documents of all documents submitted to them as copies or
drafts and the authenticity of such originals of such latter documents, (b) as
to all Persons other than the Borrowers, the due completion, execution,
acknowledgment as indicated thereon and delivery of documents recited herein and
therein and the validity and enforceability against all parties thereto, and (c)
that each Person other than the Borrowers which is a party to the Credit
Agreement has full power, authority and legal right, under its charter and other
governing documents, corporate legislation and the laws of its jurisdiction of
incorporation, to perform its respective obligations under the Credit Agreement.

I have investigated such questions of law for the purpose of rendering this
opinion as I have deemed necessary. I am opining herein only as to the United
States federal laws, the corporate laws of the State of Delaware and the laws of
the State of New York.

On the basis of the foregoing, and in reliance thereon, and subject to the
limitations, qualifications and exceptions set forth herein, I am of the opinion
that:

1.     Each Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Each Borrower has all requisite corporate
power and authority to own and operate its properties, to carry on its business
as now conducted and proposed to be conducted, to enter into the Credit
Agreement and to carry out the transactions contemplated thereby.

2.     Each Borrower is in good
standing wherever necessary to carry on its present business and operations,
except in jurisdictions in which the failure to be in good standing has not had
and will not have a material adverse effect on the conduct of the business of
Company and its Subsidiaries, taken as a whole.

3.     The execution, delivery
and performance of the Credit Agreement and the borrowing of the Loans and the
request for the issuance of each Letter of Credit have been duly authorized by
all necessary corporate action by each Borrower.

4.     The execution, delivery
and performance by each Borrower of the Credit Agreement and the issuance,
delivery and performance of the Notes issued thereunder today and the borrowing
of the Loans and the request for the issuance of each Letter of Credit do not
and will not (i) violate any provision of law applicable to the Company or any
of its Subsidiaries, the Certificates of Incorporation or By-laws of the
Company or any of its Subsidiaries, or, to my knowledge (after inquiry), any
order, judgment or decree of any court or other agency of government binding on
the Company or any of its Subsidiaries, (ii) conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Company or any of its Subsidiaries of which I am
aware (after inquiry), (iii) result in or require the creation or imposition of
any material Lien upon any of the material properties or assets of the Company
or any of its Subsidiaries under any such Contractual Obligation or (iv) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of the Company or any of its Subsidiaries of which I am
aware (after inquiry) other than such approvals and consents which will be
obtained on or before the Effective Date.

5.     The execution, delivery
and performance by each Borrower of the Credit Agreement and the issuance,
delivery and performance by each Borrower of the Notes to be issued by such
Borrower today will not require any registration with, consent or approval of,
or notice to, or other action to, with or by, any federal, state or other
Governmental Authority or regulatory body other than any such registration,
consent, approval, notice or other action which has been duly made, given or
taken.

6.     The Credit Agreement and
the Notes issued thereunder today are, and, each Loan when made will be, the
legally valid and binding obligations of the applicable Borrower, enforceable
against such Borrower in accordance with its respective terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or
by equitable principles relating to enforceability.

7.     Except as disclosed in
the Financial Statements delivered to the Banks pursuant to Section 4.03 of the
Credit Agreement, to my knowledge (after inquiry), there is no action, suit,
proceeding, governmental investigation or arbitration (whether or not
purportedly on behalf of the Company or any of its Subsidiaries) at law or in
equity or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency, court or instrumentality,
domestic or foreign, pending or, to my knowledge threatened against or affecting
the Company or any of its Subsidiaries or any property of the Company or any of
its Subsidiaries which is probable of being successful and which would have
Material Adverse Effect.

8.     Neither the Company nor
any of its Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935 or to any federal or state statute or regulation
limiting its ability to incur Indebtedness for money borrowed as contemplated by
the Credit Agreement.

9.     Neither the Company nor
any of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock.

                                                                                                                                 
Very truly yours,

Exhibit C to

Credit Agreement

 

[Letterhead of

Davis Polk & Wardwell]

[Date]

 

To the Banks and the Agents

Referred to Below

c/o JPMORGAN CHASE BANK,

     as Administrative Agent

270 Park Avenue

New York, New York 10017



Dear Sirs:

We have participated in the preparation of the 364-Day Credit
Agreement dated as of March 31, 2003 (the "Credit Agreement")
among Textron Inc., a Delaware corporation (the "Company"), the
Banks party thereto, JPMorgan Chase Bank, as Administrative Agent (the "Administrative
Agent") and Citibank, N.A., Deutsche Bank Securities Inc. and UBS AG,
Stamford Branch, as Co-Syndication Agents (the "Co-Syndication
Agents" and together with the Administrative Agent, the "Agents"),
and have acted as special counsel for the Agents for the purpose of rendering
this opinion pursuant to Section 3.01(c) of the Credit Agreement. Terms defined
in the Credit Agreement are used herein as therein defined.

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

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

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

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

We are members of the Bar of the State of New York and the foregoing opinion
is limited to the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware. In
giving the foregoing opinion, we express no opinion as to the effect (if any) of
any law of any jurisdiction (except the State of New York) in which any Bank is
located which limits the rate of interest that such Bank may charge or collect.

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

                                                                                                           
Very truly yours,

Exhibit D-1 to

Credit Agreement

[FORM OF NOTICE OF SYNDICATED BORROWING]


Pursuant to Section 2.01(b) of that certain 364-Day Credit Agreement
dated as of March 31, 2003 among Textron Inc., a Delaware corporation (the
"Company"), the Banks listed therein (the "Banks"),
JPMorgan Chase Bank, as Administrative Agent (the "Agent") and
Citibank, N.A., Deutsche Bank Securities Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents (such Agreement as amended to the date hereof
being the "Credit Agreement"), this represents the undersigned
Borrower's request to borrow on __________, 20__ from the Banks in
accordance with each Bank's Pro Rata share __________ [specify currency]
as [Base Rate/Eurocurrency Rate] Loans. [The initial Interest Period for such
Loans is requested to be a __________ period.] The proceeds of such Loans are to
be deposited in the Borrower's account designated below. The Borrower
represents and warrants to the Banks and the Agent that, after giving effect to
the Borrowing requested hereby and the making of all loans requested but not
funded as of the proposed Funding Date of the Borrowing requested hereby, the
aggregate principal amount of all Loans outstanding in Dollars is $____________
and the aggregate principal amount of all Loans outstanding in [specify for each
Alternative Currency in which Loans are outstanding] is __________. Capitalized
terms used herein without definition shall have the meanings set forth in the
Credit Agreement.

Dated:

 


	
      
        [NAME OF BORROWER]
      


    
	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 
	 	 	 
	 	 	 
	 	
      Account Designation

	 	
      Name of Bank:

	 	
      Account Number:





Exhibit D-2 to

Credit Agreement


[FORM OF NOTICE OF COMPETITIVE BID BORROWING]


[Name and Address of Bank]

Gentlemen:

The undersigned refers to the 364-Day Credit Agreement, dated as of
March 31, 2003, among Textron Inc., the Banks listed therein, JPMorgan Chase
Bank, as Administrative Agent and Citibank, N.A., Deutsche Bank Securities Inc.
and UBS AG, Stamford Branch, as Co-Syndication Agents (such agreement as
amended to the date hereof being the "Credit Agreement") and
hereby gives you notice pursuant to Section 2.02(b) of the Credit Agreement that
the undersigned hereby requests a Competitive Bid Loan under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Loan is requested to be made:


  
	
      (A)
	
      Date of Competitive Bid Borrowing
	
      __________________

	
      (B)
	
      Amount of Competitive Bid Loan
	
      __________________

	
      (C)
	
      Interest Period (Maturity Date)
	
      __________________

	
      (D)
	
      Currency of Competitive Bid Loan
	
      __________________

	
      (E)
	
      Account Designation:
	 
	 	
           Bank
	
      __________________

	 	
           Account Number
	
      __________________

	
      (F)
	
      Interest Payment Date(s)
	
      __________________

	
      (G)
	
      Type of Competitive Bid Loan
	 
	 	
           (Absolute Rate/LIBOR)
	
      __________________

	
      (H)
	
      Aggregate Principal Amount of
	 
	 	
      Loans Outstanding in:
	 
	 	
           Dollars
	
      __________________

	 	
           [specify for each
      Alternative
	 
	 	
               Currency
      in which Loans
	 
	 	
                are
      outstanding]
	
      __________________

	
      1(I)
	
      ____________________________
	
      __________________



  


1Insert additional terms, if any.

The undersigned hereby confirms and represents, as of the date hereof and as
of the date of the Competitive Bid Loan, that [2] have been
satisfied.

Dated:

 


	
      Very truly yours,

      

      [Name of Borrower]

	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




2Insert conditions to Borrowing as agreed between the
Borrower and the Bank.

Exhibit D-3 to

Credit Agreement


[FORM OF NOTICE OF CONVERSION/CONTINUATION]


Pursuant to that certain 364-Day Credit Agreement dated as of March
31, 2003 (as amended to the date hereof, the "Credit Agreement")
among Textron Inc. (the "Company"), the Banks listed therein,
JPMorgan Chase Bank, as Administrative Agent and Citibank, N.A., Deutsche Bank
Securities Inc. and UBS AG, Stamford Branch, as Co-Syndication Agents,
this represents the undersigned Borrower's request [A: to convert
$_________ in principal amount of presently outstanding Base Rate Loans with an
Interest Payment Date of __________, 20__ to Eurocurrency Rate Loans on
__________, 20__. The Interest Period for such Eurocurrency Rate Loans
commencing on such Interest Payment Date is requested to be a __________
period.] [B: to continue as Eurocurrency Rate Loans __________ in [specify
currency] in principal amount of presently outstanding [Eurocurrency Rate] Loans
with an Interest Payment Date of __________, 20__. The Interest Period for such
Eurocurrency Rate Loans commencing on such Interest Payment Date is requested to
be a __________ period.]3


The undersigned officer, to the best of his knowledge, and the Borrower
certify that no Event of Default or Potential Event of Default has occurred and
is continuing under the Credit Agreement. Capitalized terms used herein without
definition have the meanings set forth in the Credit Agreement.

Dated:

 


	
      
        [Name of Borrower]
      


    
	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




3Insert A or B with appropriate insertions.

Exhibit E to

Credit Agreement


TEXTRON INC.



Compliance Certificate


With reference to the provisions of Section 5.01 of the 364-Day
Credit Agreement (the "Agreement") dated as of March 31, 2003,
as amended, among Textron Inc. (the "Company"), the Banks
listed therein, JPMorgan Chase Bank, as Administrative Agent and Citibank, N.A.,
Deutsche Bank Securities Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents, the undersigned, being Vice President and
Controller (Principal Accounting Officer) of the Company, hereby certifies that:


  
    
      
        (a)     the consolidated
        balance sheet at [insert date] and the related consolidated statements
        of income and cash flows for the year then ended which were included in
        the accompanying Annual Report on Form 10-K/10-Q for the
        [year/quarter] ended [insert date], present fairly the consolidated
        financial position of Textron Inc. at [insert date] and the consolidated
        results of its operations and its cash flows for the year then ended, in
        conformity with generally accepted accounting principles which have been
        applied on a consistent basis during the period except as noted in such
        Report;

        (b)     with respect to
        Section 6.03(a) of the Agreement, the Company's Consolidated Net
        Worth (as defined in the Agreement) was greater than [insert amount] as
        at [insert date] (see Schedule A attached hereto);

        (c)     with respect to
        Section 6.03(b) of the Agreement, the Company's Interest
        Coverage Ratio (as defined in the Agreement) was greater than 1.5 to 1.0
        as at [insert date] (see calculation set forth on Schedule A attached
        hereto):

        (d)     the undersigned
        has reviewed the terms of the Agreement and has made, or caused to be
        made under the undersigned's supervision, a review in reasonable
        detail of the transactions and condition of the Company and its
        consolidated subsidiaries during the accounting period covered by the
        above-referenced financial statements and the undersigned has no
        knowledge of the existence as at the date of this certificate of any
        condition or event which constitutes an Event of Default or a Potential
        Event of Default (as such terms are defined in the Agreement).

      

    

  



IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ___ day of
_________, ____.

	
       

    
	
      Vice President and Controller



 

Schedule A

TEXTRON INC.

Financial Covenants

(in millions, except ratios)

	 	
      [Insert Date]

	
      Section 6.03(a) -
	 
	
           Consolidated Net
      Worth
	
      $

	
           Less: Affiliate
      Amount
	 
	
       

    	
      $

	
           Minimum permitted:
	 
	
                Minimum
      permitted as of 12/29/01
	
      $     3,000.00

	
                Add:
      Consolidated net income (loss)

                (adjusted
      to 12/29/01 GAAP)
	 
	
                For
      the quarter ended [Insert Date]

                     If
      income, X 40%

                     If
      loss, X 0%
	 
	
                [Repeat
      for subsequent quarters]
	 
	
       

    	
      $

	
           Add: Equity issuances
      (excluding exercise

           of employee stock
      options)
	 
	
           Minimum permitted as
      of [Insert Date]
	
      $     0.0

	
      Section 6.03(b) - Interest Coverage Ratio
	
      Four fiscal quarter period ended

      [Insert Date]

	
           Consolidated EBITDA
	
      $

	
           Consolidated Interest
      Expense
	
      $

	
           Consolidated EBITDA
      to Consolidated Interest Expense
	 
	
           Minimum permitted
	
           1.5 to 1.0

	 	 


Exhibit F to

Credit Agreement

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of __________, 20__, among [NAME OF BANK] (the
"Transferor Bank") and each bank listed as a Purchasing Bank on
the signature pages hereof (each, a "Purchasing Bank"), and
JPMorgan Chase Bank, as Administrative Agent (the "Agent") for
the Banks under the Credit Agreement described below and as agreed to by Textron
Inc., a Delaware corporation (the "Company").


W I T N E S S E
T H


WHEREAS, this Transfer Supplement is being executed and delivered pursuant to
Section 10.01(f) of the 364-Day Credit Agreement dated as of March 31,
2003, among the Company, the Agent, the Banks listed therein and Citibank, N.A.,
Deutsche Bank Securities Inc. and UBS AG, Stamford Branch, as
Co-Syndication Agents (as such agreement may be amended, amended and
restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement"); capitalized terms used and not otherwise defined herein
being used herein as therein defined);

WHEREAS, each Purchasing Bank (if it is not already a Bank party to the
Credit Agreement) wishes to become a Bank party to the Credit Agreement; and

WHEREAS, the Transferor Bank is selling and assigning to each Purchasing Bank
certain rights, obligations and commitments of the Transferor Bank under the
Credit Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a)     Upon the execution and
delivery of this Transfer Supplement by each Purchasing Bank, the Transferor
Bank, the Agent and the Company, each such Purchasing Bank shall be a Bank party
to the Credit Agreement for all purposes thereof.

(b)     The Transferor Bank
acknowledges receipt from each Purchasing Bank of an amount equal to the
purchase price, as agreed between the Transferor Bank and such Purchasing Bank,
of the portion being purchased by such Purchasing Bank (such Purchasing
Bank's "Purchased Pro Rata Share") of the outstanding
principal amount of, and accrued interest on, the Loans and the Letter of Credit
Liabilities and all other amounts owing to the Transferor Bank under the Credit
Agreement to the extent shown on Schedule I hereto. The Transferor Bank hereby
irrevocably sells, assigns and transfers to each Purchasing Bank, without
recourse, representation or warranty, and each Purchasing Bank hereby
irrevocably purchases, takes and assumes from the Transferor Bank, such
Purchasing Bank's Purchased Pro Rata Share of the Commitment of the
Transferor Bank and the presently outstanding Loans and Letter of Credit
Liabilities and other amounts owing to the Transferor Bank under the Credit
Agreement as shown on Schedule I, together with all the corresponding rights and
obligations of the Transferor Bank in, to and under all instruments and
documents pertaining thereto.

(c)     The Transferor Bank has
made arrangements with each Purchasing Bank with respect to the portion, if any,
to be paid by the Transferor Bank to such Purchasing Bank of fees heretofore
received by the Transferor Bank pursuant to the Credit Agreement.

(d)     Each Purchasing Bank or
the Transferor Bank (as they have mutually agreed) has paid to the Agent a
non-refundable fee of $3,000 (per Purchasing Bank) to cover
administrative and other expenses, as provided in Section 10.01(e) of the Credit
Agreement.

(e)     From and after the date
hereof, principal, interest, fees, commissions and other amounts that would
otherwise be payable to or for the account of the Transferor Bank pursuant to or
in respect of the Credit Agreement or any Letter of Credit Liability transferred
to each Purchasing Bank hereunder shall, instead, be payable to or for the
account of the Transferor Bank and each of the Purchasing Banks, as the case may
be, in accordance with their respective interests as reflected in this Transfer
Supplement, whether such amounts have accrued prior to the date hereof or accrue
subsequent to the date hereof.

(f)     Concurrently with the
execution and delivery hereof, the Company, the Transferor Bank and each
Purchasing Bank shall make appropriate arrangements so that replacement Notes,
if requested, are issued to the Transferor Bank, and new Notes or replacement
Notes, if requested, are issued to each Purchasing Bank, in each case in
principal amounts reflecting, in accordance with the Credit Agreement,
outstanding Loans owing to them in which they participate and, as appropriate,
their Commitment (as adjusted pursuant to this Transfer Supplement) as shown in
Schedule I.

(g)     Concurrently with the
execution and delivery hereof, the Agent will, at the expense of the Transferor
Bank, provide to each Purchasing Bank (if it is not already a Bank party to the
Credit Agreement) conformed copies of all documents delivered to the Agent on
the Effective Date in satisfaction of the conditions precedent set forth in the
Credit Agreement.

(h)     Each of the parties to
this Transfer Supplement agrees that at any time and form time to time upon the
written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably
request in order to effect the purposes of this Transfer Supplement.

(i)     Schedule I hereto sets
forth the revised Commitment, amount of outstanding Loans and Letter of Credit
Liabilities and the Pro Rata Shares of the Transferor Bank and each Purchasing
Bank as well as administrative information with respect to each Purchasing Bank.

(j)     THIS TRANSFER SUPPLEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement
to be executed by their respective duly authorized officers as of the date first
set forth above.

 


	
      
        [NAME OF BANK], as Transferor Bank
      


    
	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




 


	
      [NAME OF PURCHASING BANK],

      as Purchasing Bank

	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




 


	
      JPMORGAN CHASE BANK

      as Administrative Agent

	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:
	 




	
      [Agreed to as of this __

      day of ______, 20__

	
      TEXTRON INC.

	
      By:
	
       

    
	 	
      Name:
	 
	 	
      Title:]
	 



SCHEDULE I



to



Transfer Supplement dated as of ______, 20__

[Transferor Bank]

Amount of Commitment, Outstanding Loans, Letter of Credit Liabilities and Pro
Rata share:


  
	
      Prior to giving effect to transfer:
	 
	
           Amount of Commitment
	
      $

	
           Amount of Outstanding
      Syndicated Loans
	
      $

	
           Amount of Outstanding
      Competitive Bid Loans
	
      $

	
           Amount of Outstanding
      Letter of Credit Liabilities
	
      $

	
           Pro Rata Share
	
      %

	
      After giving effect to transfer:
	 
	
           Amount of Commitment
	
      $

	
           Amount of Outstanding
      Syndicated Loans
	
      $

	
           Amount of Outstanding
      Competitive Bid Loans
	
      $

	
           Amount of Outstanding
      Letter of Credit Liabilities
	
      $

	
           Pro Rata Share
	
      %

	
      [Purchasing Bank]
	 
	
      Offices:
	 
	
           Domestic Lending
      Office
	
      Notices

	
           Address:

           Attn:

           Telephone:

           Telecopy:
	 
	
           Eurocurrency
      Lending Office
	
      Notices

	
           Address:

           Attn:

           Telephone:

           Telecopy:
	 
	
      Commitment, Loans Transferred and Pro Rata Share:
	 
	
           Amount of Commitment
	
      $

	
           Amount of Outstanding
      Loans
	
      $

	
           Amount of Letter of
      Credit Liabilities
	
      $

	
           Purchased Pro Rata
      Share
	
      %



  


Exhibit G to

Credit Agreement

ASSUMPTION AGREEMENT

Reference is hereby made to the 364-Day Credit Agreement dated as of
March 31, 2003 (such Agreement as amended to the date hereof and as it may be
amended, amended and restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof being the "Credit Agreement")
among Textron Inc., the Banks listed therein, JPMorgan Chase Bank, as
Administrative Agent and Citibank, N.A., Deutsche Bank Securities Inc. and UBS
AG, Stamford Branch, as Co-Syndication Agents. The undersigned desires
to become a Borrower (as defined in the Credit Agreement) under the Credit
Agreement. In consideration of the covenants and mutual promises contained
therein, the undersigned acknowledges the terms of the Credit Agreement and
agrees to assume the Credit Agreement as a Subsidiary Borrower as if it were
originally a signatory thereto and to be bound thereby and under any Loans and
any Letters of Credit (as defined in the Credit Agreement) incurred by it as if
it were an original Borrower thereunder.

 


	
      
        [Insert Name of Subsidiary]
      


    
	
      By:
	
       

    
	 	
      Date:

      

      Notice Address:

      [Insert Name of Subsidiary]

      Textron Inc.

      40 Westminister Street

      Providence, RI 02903

      Attention: Treasurer

      

      with a copy to:

      Textron Inc.

      40 Westminister Street

      Providence, RI 02903

      Attention: General Counsel





 

The undersigned hereby acknowledges the foregoing and further acknowledges
that the guarantee set forth in Article 9 of the Credit Agreement is not
affected by the addition of the above signed Subsidiary as a Borrower under the
Credit Agreement.

 


	
      
        TEXTRON INC.
      


    
	
      By:
	
       

    
	 	
      Date:





Exhibit H to

Credit Agreement

EXTENSION AGREEMENT

  JPMorgan Chase Bank, as Administrative Agent

  under the Credit Agreement referred to below

  270 Park Avenue

New York, New York 10017



Ladies and Gentlemen:



Effective as of [date], the undersigned hereby agrees to extend its
Commitment and the Termination Date under the 364-Day Credit Agreement
dated as of March 31, 2003 (the "Credit Agreement") among
Textron Inc., the banks listed therein, JPMorgan Chase Bank, as Administrative
Agent, and Citibank, N.A., Deutsche Bank Securities Inc. and UBS AG, Stamford
Branch as Co Syndication Agents, for 364 days to [date to which the Termination
Date is to be extended] pursuant to Section 2.01(d) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

This Extension Agreement shall be construed in accordance with and governed
by the law of the State of New York. This Extension Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

 


	
      
        [NAME OF BANK]
      


    
	
      By:
	
       

    
	 	
      Title:
	 




 

 

	
      Agreed and Accepted:

	
      [NAME OF BORROWER]

      as Borrower

	
      By:
	
       

    
	 	
      Title:
	 


	
      TEXTRON INC.

      as Guarantor

	
      By:
	
       

    
	 	
      Title:
	 


	
      JPMORGAN CHASE BANK

      as Administrative Agent

	
      By:
	
       

    
	 	
      Title: