<PAGE>

                                                                   EXHIBIT 10(b)


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


                                 $1,500,000,000

                                     364-DAY
                           FOURTH AMENDED AND RESTATED
                COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY



                                      among


                               DELPHI CORPORATION,

                               The Several Lenders
                        from Time to Time Parties Hereto

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                                 BANK ONE, N.A.,
                               BARCLAYS BANK PLC,
                                 CITIBANK, N.A.,
                      DEUTSCHE BANK AG NEW YORK BRANCH, and
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                              as Syndication Agents



                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent



                            Dated as of June 21, 2002

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



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


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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
<S>                                                                                                           <C>
SECTION 1. DEFINITIONS............................................................................................1

         1.1.     Defined Terms...................................................................................1
         1.2.     Other Definitional Provisions..................................................................15

SECTION 2. AMOUNT AND TERMS OF THE FACILITIES....................................................................16

         2.1.     Amount and Terms of the U.S. Commitments.......................................................16
         2.2.     Amounts and Terms of the Multicurrency Commitments.............................................17
         2.3.     Competitive Borrowings.........................................................................18
         2.4.     Termination or Reduction of Commitments........................................................21
         2.5.     Prepayments....................................................................................22
         2.6.     Conversion and Continuation Options............................................................23
         2.7.     Minimum Amounts of Tranches....................................................................23
         2.8.     Repayment of Loans; Evidence of Debt...........................................................24
         2.9.     Interest Rates and Payment Dates...............................................................24
         2.10.    Facility Fee...................................................................................26
         2.11.    Computation of Interest and Fees...............................................................27
         2.12.    Inability to Determine Interest Rate...........................................................27
         2.13.    Pro Rata Treatment and Payments................................................................28
         2.14.    Illegality.....................................................................................30
         2.15.    Increased Costs................................................................................30
         2.16.    Taxes..........................................................................................31
         2.17.    Indemnity......................................................................................32
         2.18.    Notice of Amounts Payable; Relocation of Lending Office; Mandatory Assignment..................33
         2.19.    Commitment Increases...........................................................................34

SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................35

         3.1.     Financial Condition............................................................................35
         3.2.     Corporate Existence; Compliance with Law.......................................................36
         3.3.     Corporate Power; Authorization; Enforceable Obligations........................................36
         3.4.     No Legal Bar; No Default.......................................................................36
         3.5.     No Material Litigation.........................................................................36
         3.6.     Federal Regulations............................................................................37
         3.7.     Investment Company Act.........................................................................37
         3.8.     ERISA..........................................................................................37
         3.9.     No Material Misstatements......................................................................37
         3.10.    Environmental Matters..........................................................................37
         3.11.    Subsidiaries...................................................................................37
         3.12.    Purpose of Loans...............................................................................37

SECTION 4. CONDITIONS PRECEDENT..................................................................................38
</TABLE>


<PAGE>
<TABLE>

<S>                                                                                                           <C>
         4.1.     Conditions to Effectiveness....................................................................38
         4.2.     Conditions to Each Loan........................................................................39

SECTION 5. AFFIRMATIVE COVENANTS.................................................................................39

         5.1.     Financial Statements...........................................................................39
         5.2.     Certificates; Other Information................................................................40
         5.3.     Notices........................................................................................40
         5.4.     Conduct of Business and Maintenance of Existence...............................................40
         5.5.     Books and Records..............................................................................40
         5.6.     Environmental Laws.............................................................................41

SECTION 6. NEGATIVE COVENANTS....................................................................................41

         6.1.     Consolidated Leverage Ratio....................................................................41
         6.2.     Indebtedness...................................................................................41
         6.3.     Liens..........................................................................................41
         6.4.     Sale-Leasebacks................................................................................42
         6.5.     Merger, Consolidation, etc.....................................................................42

SECTION 7. EVENTS OF DEFAULT.....................................................................................42


SECTION 8. THE ADMINISTRATIVE AGENT..............................................................................44

         8.1.     Appointment....................................................................................44
         8.2.     Delegation of Duties...........................................................................44
         8.3.     Exculpatory Provisions.........................................................................44
         8.4.     Reliance by Administrative Agent...............................................................45
         8.5.     Notice of Default..............................................................................45
         8.6.     Non-Reliance on Administrative Agent and Other Lenders.........................................45
         8.7.     Indemnification................................................................................46
         8.8.     Administrative Agent in Its Individual Capacity................................................46
         8.9.     Successor Administrative Agent.................................................................47
         8.10.    Syndication Agents and Documentation Agent.....................................................47

SECTION 9. MISCELLANEOUS.........................................................................................47

         9.1.     Amendments and Waivers.........................................................................47
         9.2.     Notices........................................................................................48
         9.3.     No Waiver; Cumulative Remedies.................................................................49
         9.4.     Survival of Representations and Warranties.....................................................49
         9.5.     Payment of Expenses and Taxes..................................................................49
         9.6.     Successors and Assigns; Participations and Assignments.........................................50
         9.7.     Adjustments....................................................................................53
         9.8.     Loan Conversion/Participations.................................................................54
         9.9.     Counterparts...................................................................................55
         9.10.    Severability...................................................................................56
         9.11.    GOVERNING LAW..................................................................................56


</TABLE>

                                     - ii -
<PAGE>
<TABLE>
<S>                                                                                                            <C>
         9.12.    WAIVERS OF JURY TRIAL..........................................................................56
         9.13.    Confidentiality................................................................................56

</TABLE>





                                    - iii -
<PAGE>
                                                                              iv
<TABLE>
<S>       <C>
SCHEDULES

I         Commitments; Competitive Bid Lenders
II        Addresses for Notices
III       Administrative Schedule
3.11      Subsidiaries

EXHIBITS

A         Competitive Bid Request
B         Invitation for Competitive Bids
C         Competitive Bid
D         Competitive Bid Accept/Reject Letter
E         Assignment and Assumption
F-1       Opinion of Assistant General Counsel - Commercial & Transactional of the Borrower
F-2       Opinion of Heller Ehrman White & Mcauliffe LLP, New York counsel to the Borrower
F-3       Opinion of Simpson Thacher & Bartlett
G         Commitment Increase Supplement
H         Additional Lender Supplement
</TABLE>




<PAGE>





                  FOURTH AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY, dated as of June 21, 2002, (amending and restating the Third
Amended and Restated Competitive Advance and Revolving Credit Facility dated as
of June 22, 2001, which in turn amended and restated the Second Amended and
Restated Competitive Advance and Revolving Credit Facility dated as of June 23,
2000, which in turn amended and restated the Amended and Restated Competitive
Advance and Revolving Credit Facility dated as of January 3, 2000, which in turn
amended and restated the Competitive Advance and Revolving Credit Facility dated
as of January 4, 1999), among DELPHI CORPORATION, a Delaware corporation (the
"Borrower"), the several banks and other financial institutions from time to
time parties to this Agreement (the "Lenders"), BANK OF AMERICA, NATIONAL
ASSOCIATION, BANK ONE, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., DEUTSCHE BANK AG
NEW YORK BRANCH and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
syndication agents (collectively, the "Syndication Agents"), and JPMORGAN CHASE
BANK, as administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1. Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:


                  "ABR": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason, the
ABR shall be determined without regard to clause (b) of the first sentence of
this definition until the circumstances giving rise to such inability no longer
exist. Any change in the ABR due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
based upon the ABR.

                  "Additional Lender": as defined in subsection 2.19(b).

                  "Additional Lender Supplement": as defined in subsection
2.19(b).

                  "Adjusted Aggregate Committed Outstandings": with respect to
each Lender, the Aggregate R/C Outstandings of such Lender, plus the amount of
any participating interests purchased by such Lender pursuant to subsection 9.8,
minus the amount of any participating interests sold by such Lender pursuant to
subsection 9.8.

                  "Administrative Questionnaire": an Administrative
Questionnaire in a form supplied by the Administrative Agent, requesting contact
information and other administrative details for each Lender.


<PAGE>
                                                                               2

                  "Administrative Schedule": Schedule III, which contains
interest rate definitions and administrative information in respect of each
Available Foreign Currency.

                  "Aggregate Available Multicurrency Commitments": as at any
date of determination with respect to all Multicurrency Lenders, an amount in
Dollars equal to the Available Multicurrency Commitments of all Multicurrency
Lenders on such date.

                  "Aggregate Available U.S. Commitments": as at any date of
determination with respect to all U.S. Lenders, an amount in Dollars equal to
the Available U.S. Commitments of all U.S. Lenders on such date.

                  "Aggregate Multicurrency Outstandings": as at any date of
determination with respect to any Multicurrency Lender, an amount in the
applicable Available Foreign Currencies equal to the aggregate unpaid principal
amount of such Lender's Multicurrency Loans.

                  "Aggregate R/C Outstandings": as at any date of determination
with respect to any Lender, an amount in Dollars equal to the sum of (a) the
Aggregate U.S. R/C Outstandings of such Lender and (b) the Dollar Equivalent of
the Aggregate Multicurrency Outstandings of such Lender.

                  "Aggregate Total Outstandings": as at any date of
determination with respect to any Lender, the sum of such Lender's Aggregate R/C
Outstandings and such Lender's Competitive Loans then outstanding.

                  "Aggregate U.S. Commitments": the aggregate amount of the U.S.
Commitments of all the Lenders. As of the date of this Agreement, the Aggregate
U.S. Commitments are U.S.$1,500,000,000.

                  "Aggregate U.S. R/C Outstandings": as at any date of
determination with respect to any U.S. Lender, an amount in Dollars equal to the
aggregate unpaid principal amount of such U.S. Lender's U.S. Revolving Credit
Loans on such date.

                  "Agreement": this Agreement, as amended, supplemented or
otherwise modified from time to time.

                  "Applicable Margin":  as defined in subsection 2.9(f).

                  "Assignee": any assignee of a Lender's rights and obligations
hereunder pursuant to an assignment entered into in accordance with subsection
9.6(b).

                  "Assignment and Assumption": means an assignment entered into
by a Lender and an Assignee, and accepted by the Administrative Agent, in the
form of Exhibit E or any other form approved by the Administrative Agent and the
Borrower.

                  "Available Foreign Currencies": Pounds Sterling, Euro, and any
other available and freely-convertible non-Dollar currency selected by the
Borrower and approved by the Administrative Agent and the Majority Multicurrency
Lenders in the manner described in subsection 9.1(b).


<PAGE>
                                                                               3
                  "Available Multicurrency Commitment": as at any date of
determination with respect to any Multicurrency Lender (after giving effect to
the making and payment of any U.S. Revolving Credit Loans required to be made on
such date pursuant to subsection 2.1(c)), an amount in U.S. Dollars equal to the
lesser of (a) the excess, if any, of (i) the amount of such Multicurrency
Lender's Multicurrency Commitment in effect on such date over (ii) the Dollar
Equivalent of the Aggregate Multicurrency Outstandings of such Multicurrency
Lender on such date and (b) the excess, if any, of (i) the amount of such
Multicurrency Lender's U.S. Commitment in effect on such date over (ii) the
Aggregate R/C Outstandings of such Multicurrency Lender on such date.

                  "Available U.S. Commitment": as at any date of determination
with respect to any U.S. Lender (after giving effect to the making and payment
of any U.S. Revolving Credit Loans required to be made on such date pursuant to
subsection 2.1(c)), an amount in Dollars equal to the excess, if any, of (a) the
amount of such U.S. Lender's U.S. Commitment in effect on such date over (b) the
Aggregate R/C Outstandings of such U.S. Lender on such date.

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Borrowing": a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to subsection 2.3).

                  "Borrowing Date": a date on which a Borrowing is made
hereunder.

                  "Business Day": (a) when such term is used in respect of a day
on which a Loan in an Available Foreign Currency is to be made, a payment is to
be made in respect of such Loan, a Spot Exchange Rate is to be set in respect of
such Available Foreign Currency or any other dealing in such Available Foreign
Currency is to be carried out pursuant to this Agreement, such term shall mean a
London Banking Day which is also a day on which banks are open for general
banking business in (x) the city which is the principal financial center of the
country of issuance of such Available Foreign Currency (or, in the case of
Multicurrency Loans in Pounds Sterling, Paris) or (y) in the case of Euro only,
Frankfurt am Main, Germany (or such other principal financial center as the
Administrative Agent may from time to time designate for this purpose) and (b)
when such term is used in any context in this Agreement (including as described
in the foregoing clause (a), such term shall mean a day which, in addition to
complying with any applicable requirements set forth in the foregoing clause
(a), is a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close; provided,
that when such term is used for the purpose of determining the date on which the
Eurocurrency Rate is determined under this Agreement for any Multicurrency Loan
denominated in Euro for any Interest Period therefor and for purposes of
determining the first and last day of any such Interest Period, references in
this Agreement to Business Days shall be deemed to be references to Target
Operating Days.

                  "Closing Date": the date hereof, provided that each of the
conditions precedent set forth in subsection 4.1 shall have been satisfied.

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



<PAGE>

                                                                               4
                  "Commitment Increase Supplement": as defined in subsection
2.19(b).

                  "Committed Outstandings Percentage": on any date with respect
to any Lender, the percentage which the Adjusted Aggregate Committed
Outstandings of such Lender constitutes of the Adjusted Aggregate Committed
Outstandings of all Lenders.

                  "Commitments": the collective reference to the U.S.
Commitments and the Multicurrency Commitments.

                  "Commitment Period": the period from and including the date
hereof to but not including the Termination Date or such earlier date on which
the Commitments shall terminate as provided herein.

                  "Competitive Bid": an offer by a Lender to make a Competitive
Loan pursuant to subsection 2.3.

                  "Competitive Bid Accept/Reject Letter": a notification made by
the Borrower pursuant to subsection 2.3(f) in the form of Exhibit D.

                  "Competitive Bid Lenders": the U.S. Lenders specified on
Schedule I, as such Schedule is modified from time to time to add additional
Competitive Bid Lenders with the consent of the Borrower, as being "Competitive
Bid Lenders".

                  "Competitive Bid Rate": as to any Competitive Bid made by a
U.S. Lender pursuant to subsection 2.3, (i) in the case of a Eurodollar Rate
Competitive Loan, the Eurodollar Rate plus (or minus) the Margin, and (ii) in
the case of a Fixed Rate Loan, the fixed rate of interest offered by the U.S.
Lender making such Competitive Bid.

                  "Competitive Bid Request": a request made pursuant to
subsection 2.3(b) in the form of Exhibit A.

                  "Competitive Borrowing": a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the U.S. Lender or U.S.
Lenders whose Competitive Bids for such Borrowing have been accepted by a
Borrower under the bidding procedure described in subsection 2.3.

                  "Competitive Loan": a Loan (which shall be a Eurodollar Rate
Competitive Loan or a Fixed Rate Loan denominated in Dollars) made by a U.S.
Lender pursuant to the bidding procedure described in subsection 2.3.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated May 2002 and furnished to the Lenders.

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) interest expense (other than interest expense or
discount during such period attributable to Permitted Receivables Financing with
an aggregate principal amount not in excess of $1,500,000,000), (c) amortization
or writeoff of debt discount and debt issuance costs and commissions, discounts
and



<PAGE>
                                                                               5


other fees and charges associated with Indebtedness (including the Loans),
(d) depreciation and amortization expense, (e) amortization of intangibles
(including, but not limited to, goodwill) and organization costs and (f) any
extraordinary, unusual or non-recurring non-cash expenses or losses, and minus,
to the extent included in the statement of such Consolidated Net Income for such
period, the sum of (a) interest income and (b) any extraordinary, unusual or
non-recurring income or gains, all as determined on a consolidated basis. For
the purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of the Consolidated Leverage Ratio, if during such Reference
Period the Borrower or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period may, at the option of the
Borrower, be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period. As used
in this paragraph, "Material Acquisition" means any acquisition of property or
series of related acquisitions of property that involves the payment of
consideration (including, without limitation, the assumption of debt) by the
Borrower and its Subsidiaries in excess of $10,000,000.

                  "Consolidated Leverage Ratio": as at the end of any fiscal
quarter, the ratio of (a) Consolidated Total Debt on such day (other than any
Permitted Receivables Financing outstanding on such date in an aggregate
principal amount not to exceed $1,500,000,000 and any other Non-Recourse Debt
not related to accounts receivable of the Borrower or any of its Subsidiaries)
to (b) Consolidated EBITDA for the four fiscal quarter period ending on such
day.

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

                  "Consolidated Total Assets": at any date, all amounts that
would, in conformity with GAAP, be set forth opposite the caption "total assets"
(or any like caption) on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date.

                  "Consolidated Total Debt": at any date and without
duplication, (i) the aggregate principal amount of (i) all Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis and (ii) all guarantees by
the Borrower or any of its Subsidiaries of Indebtedness on a consolidated basis
of any other Person (other than the Borrower or a Subsidiary) at such date.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Conversion Date": any date on which either (a) an Event of
Default under Section 7(g) has occurred or (b) the Commitments shall have been
terminated prior to the Termination Date and/or the Loans shall have been
declared immediately due and payable, in either case pursuant to Section 7.

                  "Converted Loans":  as defined in subsection 9.8(a).

                  "Default": any of the events specified in Section 7, whether
or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.


<PAGE>
                                                                               6

                  "Dollar Equivalent": on any date of determination, with
respect to any amount in any Available Foreign Currency, the equivalent in
Dollars of such amount, determined by the Administrative Agent using the Spot
Exchange Rate with respect to such Available Foreign Currency, as the case may
be, then in effect.

                  "Dollars" and "$": dollars in lawful currency of the United
States of America.

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

                  "EMU Legislation": legislative measures of the European
Council (including without limitation European Council regulations) for the
introduction of, changeover to or operation of the Euro.

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

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

                  "Euro" and "[EURO SYMBOL]": the single currency of
Participating Member States introduced in accordance with the provisions of
Article 109(1)4 of the Treaty and, in respect of all payments to be made under
this Agreement in Euro, means immediately available, freely transferable funds.

                  "Eurocurrency Rate": with respect to each Interest Period
pertaining to a Multicurrency Loan, the Eurocurrency Rate determined for such
Interest Period and the Available Foreign Currency in which such Multicurrency
Loan is denominated in the manner set forth in the Administrative Schedule.

                  "Eurocurrency Liabilities": for any day, the aggregate
(without duplication) of the maximum rates (expressed as a decimal fraction) of
reserve requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board) maintained by a member bank of the Federal Reserve System.

                  "Eurocurrency Reserve Rate": with respect to each day during
each Interest Period pertaining to a Multicurrency Loan, a rate per annum
determined for such day in accordance with the following formula (rounded upward
to the nearest 1/100th of 1%):

<PAGE>
                                                                               7

                               Eurocurrency Rate
                         -------------------------------
                         1.00 - Eurocurrency Liabilities


                  "Eurodollar Rate Borrowing": a Borrowing comprised of
Eurodollar Rate Loans.

                  "Eurodollar Rate Competitive Loan": any Competitive Loan
bearing interest at a rate determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate Loan": any Eurodollar Rate Competitive Loan
or Eurodollar Revolving Credit Loan.

                  "Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Rate Loan, the rate of interest
determined on the basis of the rate for deposits in Dollars for a period equal
to such Interest Period commencing on the first day of such Interest Period
appearing on Page 3750 of the Telerate Service as of 11:00 A.M., London time,
two Business Days prior to the beginning of such Interest Period. In the event
that such rate does not appear on Page 3750 of the Telerate Service (or
otherwise on such service), the "Eurodollar Rate" shall be determined by
reference to such other publicly available service for displaying eurodollar
rates as may be agreed upon by the Administrative Agent and the Borrower or, in
the absence of such agreement, the "Eurodollar Rate" shall instead be the rate
per annum equal to the average (rounded upward to the nearest 1/100th of 1%) of
the respective rates notified to the Administrative Agent by each of the
Reference Lenders as the rate at which such Reference Lender is offered Dollar
deposits at or about 10:00 A.M., New York City time, two Business Days prior to
the beginning of such Interest Period in the interbank eurodollar market where
the eurodollar and foreign currency and exchange operations in respect of its
Eurodollar Rate Loans are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein and in an amount
comparable to the amount of its Eurodollar Rate Loan to be outstanding during
such Interest Period.

                  "Eurodollar Reserve Rate": with respect to each day during
each Interest Period pertaining to a Eurodollar Rate Loan, a rate per annum
determined for such day in accordance with the following formula (rounded upward
to the nearest 1/100th of 1%):

                                Eurodollar Rate
                         -------------------------------
                         1.00 - Eurocurrency Liabilities

                  "Eurodollar Revolving Credit Loan": any U.S. Revolving Credit
Loan bearing interest at a rate determined by reference to the Eurodollar Rate.

                  "Event of Default": any of the events specified in Section 7;
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

                  "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day of such rates on such transactions


<PAGE>
                                                                               8


received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.

                  "Financial Officer": with respect to any Person, the chief
financial officer, principal accounting officer, a financial vice president,
treasurer or assistant treasurer of such Person.

                  "First Lender": as defined in subsection 9.8(b).

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

                  "Fixed Rate Loan": any Competitive Loan bearing interest at a
fixed percentage rate per annum specified by the Lender making such Loan in its
Competitive Bid.

                  "Funding Commitment Percentage": as at any date of
determination (after giving effect to the making and payment of any Loans made
on such date pursuant to subsection 2.1(c)), with respect to any U.S. Lender,
that percentage which the Available U.S. Commitment of such U.S. Lender then
constitutes of the Aggregate Available U.S. Commitments.

                  "GAAP": generally accepted accounting principles in the United
States of America as in effect from time to time and as applied by the Borrower
in the preparation of its most recent financial statements delivered pursuant to
subsection 3.1(b); provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in
the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Majority Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of government
including, without limitation, the European Central Bank.

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

                  "Increasing Lender":  as defined in subsection 2.19(b).

                  "Indebtedness": of any Person at any date, the amount
outstanding on such date under notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (including, without limitation,
indebtedness for borrowed money evidenced by a loan account).


<PAGE>
                                                                               9


                  "Intercompany Sale-Leasebacks": Sale-Leasebacks involving
leases between the Borrower and a Subsidiary or between Subsidiaries.

                  "Interest Payment Date": (a) as to any ABR Loan the last day
of each March, June, September and December to occur while such Loan is
outstanding and on the date such Loan is paid in full, (b) as to any Eurodollar
Rate Loan, Fixed Rate Loan or Multicurrency Loan having an Interest Period of
three months or 90 days, as the case may be, or less, the last day of the
Interest Period applicable thereto and (c) as to any Eurodollar Rate Loan, Fixed
Rate Loan or Multicurrency Loan, having an Interest Period longer than three
months or 90 days, as the case may be, each day which is three months or 90
days, as the case may be, and any multiple thereof, after the first day of the
Interest Period applicable thereto; provided that, in addition to the foregoing,
each of (x) the date upon which both the Commitments have been terminated and
the Loans have been paid in full and (y) the Termination Date shall be deemed to
be an "Interest Payment Date" with respect to any interest which is then accrued
hereunder.

                  "Interest Period": (a) with respect to any Eurodollar Rate
Loan or Multicurrency Loan:

                           (i) initially, the period commencing on the borrowing
         or conversion date, as the case may be, with respect to such Eurodollar
         Rate Loan or Multicurrency Loan and ending one, two, three or six (or
         if available to all the Lenders (or, in the case of Eurodollar Rate
         Competitive Loans, the Lender making such Loans) nine or twelve) months
         thereafter, as selected by the Borrower in its notice of borrowing or
         notice of conversion, as the case may be, given with respect thereto;
         and

                           (ii) thereafter, each period commencing on the last
         day of the next preceding Interest Period applicable to such Eurodollar
         Rate Loan or Multicurrency Loan and ending one, two, three or six (or
         if available to all the Lenders (or, in the case of Eurodollar Rate
         Competitive Loans, the Lender making such Loans) nine or twelve) months
         thereafter, as selected by the Borrower by irrevocable notice to the
         Administrative Agent not less than three Business Days prior to the
         last day of the then current Interest Period with respect thereto; and

                           (iii) with respect to any Fixed Rate Loan, the period
         commencing on the borrowing date with respect to such Fixed Rate Loan
         and ending such number of days thereafter (which shall be not less than
         seven days or more than 180 days after the date of such borrowing) as
         selected by the Borrower in its Competitive Bid Request given with
         respect thereto;

                  provided that all of the foregoing provisions relating to
                  Interest Periods are subject to the following:

                                      (A) if any Interest Period would otherwise
                  end on a day that is not a Business Day, such Interest Period
                  shall be extended to the next succeeding Business Day unless,
                  in the case of an Interest Period pertaining to a Eurodollar
                  Rate Loan or Multicurrency Loan, the result of such extension
                  would be to carry such Interest Period into another calendar
                  month in which event such Interest Period shall end on the
                  immediately preceding Business Day;


<PAGE>
                                                                              10

                                      (B) any Interest Period that 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 a calendar month; and

                                      (C) any Interest Period applicable to a
                  Eurodollar Rate Loan or Multicurrency Loan that would
                  otherwise extend beyond the Termination Date (or beyond the
                  date which is one year following the Termination Date if the
                  Borrower elects to repay the Loans on such date pursuant to
                  subsection 2.8(a)) shall end, respectively, on the Termination
                  Date or on the first anniversary thereof.

                  "Invitation for Competitive Bids": an invitation made by the
Borrower pursuant to subsection 2.3(c) in the form of Exhibit B.

                  "JPMCB":  JPMorgan Chase Bank.

                  "Lender": a U.S. Lender or a Multicurrency Lender, as the
context shall require; collectively, the "Lenders."

                  "Level I Status": exists at any date if, at such date, the
Borrower has senior unsecured long-term debt outstanding, without third-party
credit enhancement, which is either rated A- or better by S&P or A3 or better by
Moody's (it being understood that the higher rating prevails); provided that if
either S&P or Moody's shall cease to issue ratings of debt securities generally,
then the Administrative Agent and the Borrower shall negotiate in good faith to
agree upon a substitute rating agency (and to correlate the system of ratings of
such substitute rating agency with that of the rating agency for which it is
substituting) and (a) until such substitute rating agency is agreed upon, the
foregoing test may be satisfied on the basis of the rating assigned by the other
such rating agency and (b) after such substitute rating agency is agreed upon,
the foregoing test may be satisfied on the basis of the rating assigned by the
other rating agency or such substitute rating agency.

                  "Level II Status": exists at any date if, at such date, Level
I Status does not exist and the Borrower has senior unsecured long-term debt
outstanding, without third-party credit enhancement, which is either rated BBB+
or better by S&P or Baa1 or better by Moody's (it being understood that the
higher rating prevails); provided that if either S&P or Moody's shall cease to
issue ratings of debt securities generally, then the Administrative Agent and
the Borrower shall negotiate in good faith to agree upon a substitute rating
agency (and to correlate the system of ratings of such substitute rating agency
with that of the rating agency for which it is substituting) and (a) until such
substitute rating agency is agreed upon, the foregoing test may be satisfied on
the basis of the rating assigned by the other such rating agency and (b) after
such substitute rating agency is agreed upon, the foregoing test may be
satisfied on the basis of the rating assigned by the other rating agency or such
substitute rating agency.

                  "Level III Status": exists at any date if, at such date,
neither Level I Status nor Level II Status exists and the Borrower has senior
unsecured long-term debt outstanding, without third party credit enhancement,
which is either rated BBB or better by S&P or Baa2 or better by Moody's (it
being understood that the higher rating prevails); provided that if either S&P
or Moody's shall cease to issue ratings of debt securities generally, then the
Administrative Agent and the Borrower shall negotiate in good faith to agree
upon a substitute rating agency (and to


<PAGE>
                                                                              11

correlate the system of ratings of such substitute rating agency with that of
the rating agency for which it is substituting) and (a) until such substitute
rating agency is agreed upon, the foregoing test may be satisfied on the basis
of the rating assigned by the other such rating agency and (b) after such
substitute rating agency is agreed upon, the foregoing test may be satisfied on
the basis of the rating assigned by the other rating agency or such substitute
rating agency.

                  "Level IV Status": exists at any date if, at such date, none
of Level I Status, Level II Status or Level III Status exists and the Borrower
has senior unsecured long-term debt outstanding, without third party credit
enhancement, which is either rated BBB- or better by S&P or Baa3 or better by
Moody's (it being understood that the higher rating prevails); provided that if
either S&P or Moody's shall cease to issue ratings of debt securities generally,
then the Administrative Agent and the Borrower shall negotiate in good faith to
agree upon a substitute rating agency (and to correlate the system of ratings of
such substitute rating agency with that of the rating agency for which it is
substituting) and (a) until such substitute rating agency is agreed upon, the
foregoing test may be satisfied on the basis of the rating assigned by the other
such rating agency and (b) after such substitute rating agency is agreed upon,
the foregoing test may be satisfied on the basis of the rating assigned by the
other rating agency or such substitute rating agency.

                  "Level V Status": exists at any date if, at such date, none of
Level I Status, Level II Status, Level III Status or Level IV Status exists.

                  "Lien": any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.

                  "Loan": a Competitive Loan, a U.S. Revolving Credit Loan or a
Multicurrency Loan, as the context shall require; collectively, the "Loans."

                  "Loans to be Converted": as defined in subsection 9.8(a).

                  "London Banking Day": any day on which banks in London are
open for general banking business, including dealings in foreign currency and
exchange.

                  "Majority Lenders": (a) at any time prior to the termination
of the U.S. Commitments, the Majority U.S. Lenders and (b) at any time after the
termination of the U.S. Commitments, Lenders whose Aggregate Total Outstandings
aggregate more than 50% of the Aggregate Total Outstandings of all Lenders;
provided that for purposes of this definition the Aggregate Total Outstandings
of each Lender shall be adjusted up or down so as to give effect to any
participations purchased or sold pursuant to subsection 9.8.

                  "Majority Multicurrency Lenders": at any time, Multicurrency
Lenders whose Multicurrency Commitment Percentages aggregate more than 50%.

                  "Majority U.S. Lenders": at any time, U.S. Lenders whose U.S.
Commitment Percentages aggregate more than 50%.

                  "Margin": as to any Eurodollar Rate Competitive Loan, the
margin to be added to or subtracted from the Eurodollar Rate in order to
determine the interest rate applicable to such Loan, as specified in the
Competitive Bid relating to such Loan.
<PAGE>
                                                                              12

                  "Material Adverse Effect": a material adverse effect on (a)
the financial condition of the Borrower and its Subsidiaries taken as a whole or
(b) the validity or enforceability of this Agreement or the rights or remedies
of the Administrative Agent and the Lenders hereunder.

                  "Material Agreements": the material contracts of the Borrower,
as such term is defined in Item 601 of SEC Regulation S-K (excluding agreements
with officers and directors) and included in Borrower's most recently filed Form
10-K.

                  "Moody's": Moody's Investors Service, Inc. and its successors.

                  "Multicurrency Commitment": as to any Multicurrency Lender at
any time, its obligation to make Multicurrency Loans to the Borrower in an
aggregate amount in Available Foreign Currencies of which the Dollar Equivalent
does not exceed at any time outstanding the lesser of (a) the amount set forth
opposite such Multicurrency Lender's name in Schedule I under the heading
"Multicurrency Commitment" and (b) the U.S. Commitment of such Multicurrency
Lender, in each case as such amount may be changed from time to time pursuant to
the terms hereof. As of the date of this Agreement, the maximum aggregate amount
of the Multicurrency Commitments of the Multicurrency Lenders is
U.S.$750,000,000.

                  "Multicurrency Commitment Percentage": as to any Multicurrency
Lender at any time, the percentage which such Multicurrency Lender's
Multicurrency Commitment then constitutes of the aggregate Multicurrency
Commitments (or, if the Multicurrency Commitments have terminated or expired,
the percentage which (a) the Dollar Equivalent of the Aggregate Multicurrency
Outstandings of such Multicurrency Lender at such time constitutes of (b) the
Dollar Equivalent of the Aggregate Multicurrency Outstandings of all
Multicurrency Lenders at such time).

                  "Multicurrency Lender": each Lender having an amount greater
than zero set forth opposite such Lender's name in Schedule I under the heading
"Multicurrency Commitment."

                  "Multicurrency Loans": as defined in subsection 2.2(a).

                  "Non-Multicurrency Lender": each U.S. Lender which is not a
Multicurrency Lender.

                  "Non-Recourse Debt": all Indebtedness which, in accordance
with GAAP, is not required to be recognized on a consolidated balance sheet of
the Borrower as a liability.

                  "Notice of Multicurrency Loan Borrowing": with respect to a
Multicurrency Loan, a notice from the Borrower in respect of such Loan,
containing the information in respect of such Loan and delivered to the Person,
in the manner and by the time, specified for a Notice of Multicurrency Loan
Borrowing in respect of the currency of such Loan in the Administrative
Schedule.

                  "Original Closing Date":  January 4, 1999.

                  "Other Lender":  as defined in subsection 9.8(b).
<PAGE>
                                                                              13

                  "Participant":  as defined in subsection 9.6(c).

                  "Participating Member State": each state as described in any
EMU Legislation.

                  "Permitted Receivables Financing": at any date of
determination, the aggregate amount of any Non-Recourse Debt outstanding on such
date relating to securitizations or other similar off-balance sheet financings
of accounts receivable of the Borrower or any of its Subsidiaries.

                  "Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

                  "Prime Rate": the rate of interest per annum equal to the
prime rate publicly announced by the majority of the Reference Lenders as its
prime rate (or similar base rate) in effect at its principal office.

                  "Quotation Day": in respect of the determination of the
Eurocurrency Rate for any Interest Period for Multicurrency Loans in any
Available Foreign Currency, the day on which quotations would ordinarily be
given by prime banks in the London interbank market (or, if such Available
Foreign Currency is Pounds Sterling, in the Paris interbank market) for deposits
in such Available Foreign Currency for delivery on the first day of such
Interest Period; provided, that if quotations would ordinarily be given on more
than one date, the Quotation Day for such Interest Period shall be the last of
such dates. On the date hereof, the Quotation Day in respect of any Interest
Period for any Available Foreign Currency (other than Euros) is customarily the
last London Banking Day prior to the beginning of such Interest Period which is
(a) at least two London Banking Days prior to the beginning of such Interest
Period and (b) a day on which banks are open for general banking business in the
city which is the principal financial center of the country of issue of such
Available Foreign Currency (and, in the case of Pounds Sterling, in Paris); and
the Quotation Day in respect of any Interest Period for Euros is the day which
is two Target Operating Days prior to the first day of such Interest Period.

                  "Reference Lenders": JPMorgan Chase Bank, Bank of America,
National Association, Citibank, N.A., and the Bank of New York.

                  "Register":  as defined in subsection 9.6(d).

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

                  "Requested Multicurrency Loans": as defined in subsection
2.1(c).

                  "Requirement of Law": as to any Person, any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

                  "Sale-Leasebacks":  as defined in subsection 6.4.
<PAGE>
                                                                              14

                  "S&P": Standard & Poor's Ratings Services and its successors.

                  "Significant Subsidiary": as defined in Rule 1-02 of
Regulation S-X promulgated by the U.S. Securities and Exchange Commission and
included in the Borrower's most recently filed Form 10-K.

                  "Spot Exchange Rate": with respect to any Available Foreign
Currency on a particular date, the rate at which such Available Foreign Currency
may be exchanged into Dollars in London, as set forth on the relevant page of
the Telerate Screen applicable to such Available Foreign Currency as reasonably
determined by the Administrative Agent. In the event that such rate does not
appear on any such page, the Spot Exchange Rate with respect to such Available
Foreign Currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower or, in the absence of such agreement, such
Spot Exchange Rate shall instead be determined by reference to the
Administrative Agent's spot rate of exchange quoted to prime banks in London in
the London interbank market where its foreign currency exchange operations in
respect of such Available Foreign Currency are then being conducted, at or about
noon, local time, at such date for the purchase of Dollars with such Available
Foreign Currency for delivery on a spot basis; provided, however, that if at the
time of any such determination, for any reason, no such spot rate is being
quoted and no other methods for determining the Spot Exchange Rate can be
determined as set forth above, the Administrative Agent may use any reasonable
method it deems applicable (after consultation with the Borrower if practicable)
to determine such rate, and such determination shall be conclusive absent
manifest error.

                  "Status": as to the Borrower, the existence of Level I Status,
Level II Status, Level III Status, Level IV Status or Level V Status, as the
case may be.

                  "Sterling" and "(POUND SYMBOL)": pounds Sterling in lawful
currency of the United Kingdom.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned by such
Person, or by one or more Subsidiaries, or by such Person and one or more
Subsidiaries. Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

                  "Target Operating Day": any day that is not (a) a Saturday or
Sunday, (b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).

                  "Term Out Period":  as defined in subsection 2.8(a)(i).

                  "Termination Date":  June 20, 2003.

                  "Third-Party Lender":  as defined in subsection 2.19(a).
<PAGE>
                                                                              15

                  "Tranche": the collective reference to Eurodollar Rate Loans
or Multicurrency Loans the then current Interest Periods with respect to all of
which begin on the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

                  "Transferee":  as defined in subsection 9.6(e).

                  "Treaty": the Treaty establishing the European Economic
Community, being the Treaty of Rome of March 25, 1957 as amended by the Single
European Act 1987 and the Maastricht Treaty (the Treaty on European Union)
(which was signed on February 7, 1992 and came into force on November 1, 1993)
and as may, from time to time, be further amended, supplemented or otherwise
modified.

                  "Type": as to any U.S. Revolving Credit Loan, its nature as an
ABR Loan or a Eurodollar Rate Loan, and as to any Competitive Loan, its nature
as a Eurodollar Rate Competitive Loan or a Fixed Rate Loan.

                  "U.S. Commitment": as to any U.S. Lender, the obligation of
such U.S. Lender to make U.S. Revolving Credit Loans to the Borrower hereunder
in an aggregate principal and/or stated amount at any one time outstanding not
to exceed the Dollar amount set forth opposite such U.S. Lender's name on
Schedule I under the heading U.S. Commitment, as the same may be changed from
time to time pursuant to the terms hereof.

                  "U.S. Commitment Percentage": as to any U.S. Lender at any
time, the percentage which such U.S. Lender's U.S. Commitment then constitutes
of the aggregate U.S. Commitments of all U.S. Lenders (or, if the U.S.
Commitments have terminated or expired, the percentage which (a) the sum of the
Aggregate U.S. R/C Outstandings and the Competitive Loans of such U.S. Lender at
such time then constitutes of (b) the sum of the Aggregate U.S. R/C Outstandings
and the Competitive Loans of all U.S. Lenders at such time).

                  "U.S. Lenders": the banks and other financial institutions
from time to time holding U.S. Commitments.

                  "U.S. Revolving Credit Loans": as defined in subsection
2.1(a).

                  "Utilization": as of the last day of any fiscal quarter of the
Borrower, the percentage equivalent of a fraction (a) the numerator of which is
the average daily principal amount of Loans (or the Dollar Equivalent thereof)
outstanding (after giving effect to any borrowing or payment on such date)
during such quarter and (b) the denominator of which is the average daily amount
of the aggregate Commitments of all Lenders during such quarter, after giving
effect to any reduction of the Commitments on such day. For purposes of
subsection 2.9(f), if for any reason any Loans remain outstanding after
termination of the Commitments, the Utilization for each day on or after the
date of such termination shall be deemed to be greater than 33%.

                  1.2. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto.
<PAGE>
                                                                              16

                  (b) As used herein, and any certificate or other document made
or delivered pursuant hereto, accounting terms relating to the Borrower and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly defined
in subsection 1.1, to the extent not defined, shall have the respective meanings
given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                 SECTION 2. AMOUNT AND TERMS OF THE FACILITIES

                  2.1. Amount and Terms of the U.S. Commitments. (a) U.S.
Commitments. (i) Subject to the terms and conditions hereof, each U.S. Lender
severally agrees to make revolving credit loans in Dollars ("U.S. Revolving
Credit Loans") to the Borrower from time to time during the Commitment Period so
long as after giving effect thereto (x) the Available U.S. Commitment of each
U.S. Lender is greater than or equal to zero and (y) the Aggregate Total
Outstandings of all Lenders do not exceed the Aggregate U.S. Commitments. During
the Commitment Period the Borrower may use the U.S. Commitments by borrowing,
prepaying the U.S. Revolving Credit Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.

                           (ii) The U.S. Revolving Credit Loans may from time to
         time be (A) Eurodollar Rate Loans, (B) ABR Loans or (C) a combination
         thereof, as determined by the Borrower and notified to the
         Administrative Agent in accordance with subsections 2.1(b) and 2.6;
         provided that no U.S. Revolving Credit Loan shall be made as a
         Eurodollar Rate Loan after the day that is one month prior to the
         Termination Date.

                  (b) Procedure for U.S. Revolving Credit Borrowing. The
Borrower may borrow U.S. Revolving Credit Loans under the U.S. Commitments
during the Commitment Period on any Business Day; provided that the Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time,
(i) three Business Days prior to the requested borrowing date, if all or any
part of the requested U.S. Revolving Credit Loans are to be Eurodollar Rate
Loans, or (ii) one Business Day prior to the requested borrowing date,
otherwise), specifying (A) the amount to be borrowed, (B) the requested
borrowing date, (C) whether the Borrowing is to be of Eurodollar Rate Loans, ABR
Loans or a combination thereof and (D) if the Borrowing is to be entirely or
partly of Eurodollar Rate Loans, the respective amounts of each such Type of
Loan and the respective lengths of the initial Interest Periods therefor. Each
Borrowing under the U.S. Commitments shall be in an amount equal to $10,000,000
or a multiple of $1,000,000 in excess thereof. Upon receipt of any such notice
from the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make an amount equal to its Funding Commitment
Percentage of the principal amount of each Borrowing available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent specified in subsection 9.2 prior to 11:00 a.m., New York
City time, on the borrowing date
<PAGE>
                                                                              17

requested by the Borrower in funds immediately available to the Administrative
Agent. Such Borrowing will then immediately be made available to the Borrower by
the Administrative Agent crediting the account of the Borrower on the books of
such office with the aggregate of the amounts made available to the
Administrative Agent by the U.S. Lenders and in like funds as received by the
Administrative Agent.

                  (c) Borrowings of U.S. Revolving Credit Loans and Refunding of
Loans. If on any Borrowing Date on which the Borrower has requested the
Multicurrency Lenders to make Multicurrency Loans (the "Requested Multicurrency
Loans"), (i) the principal amount of the Requested Multicurrency Loans to be
made by any Multicurrency Lender exceeds the Available Multicurrency Commitment
of such Multicurrency Lender on such Borrowing Date (before giving effect to the
making and payment of any Loans required to be made pursuant to this subsection
2.1(c) on such Borrowing Date) and (ii) the Dollar Equivalent of the amount of
such excess is less than or equal to the Aggregate Available U.S. Commitments of
all Non-Multicurrency Lenders (before giving effect to the making and payment of
any Loans pursuant to this subsection 2.1(c) on such Borrowing Date), each
Non-Multicurrency Lender shall make a U.S. Revolving Credit Loan to the Borrower
on such Borrowing Date, and the proceeds of such U.S. Revolving Credit Loans
shall be simultaneously applied to repay outstanding U.S. Revolving Credit Loans
of the Multicurrency Lenders in each case in amounts such that, after giving
effect to (1) such borrowings and repayments and (2) the borrowing from the
Multicurrency Lenders of the Requested Multicurrency Loans, the Committed
Outstandings Percentage of each U.S. Lender will equal (as nearly as possible)
the percentage which such U.S. Lender's U.S. Commitment then constitutes of the
Aggregate U.S. Commitments of all U.S. Lenders. To effect such borrowings and
repayments, (x) not later than 12:00 Noon, New York City time, on such Borrowing
Date, the proceeds of such U.S. Revolving Credit Loans shall be made available
by each Non-Multicurrency Lender to the Administrative Agent at its office
specified in subsection 9.2 in U.S. Dollars and in immediately available funds
and the Administrative Agent shall apply the proceeds of such U.S. Revolving
Credit Loans toward repayment of outstanding U.S. Revolving Credit Loans and/or
Multicurrency Loans of the Multicurrency Lenders and (y) concurrently with the
repayment of such Loans on such Borrowing Date, (I) the Multicurrency Lenders
shall, in accordance with the applicable provisions hereof, make the Requested
Multicurrency Loans in an aggregate amount equal to the amount so requested by
the Borrower (but not in any event greater than the Aggregate Available
Multicurrency Commitments after giving effect to the making of such repayment of
any Loans on such Borrowing Date) and (II) the Borrower shall pay to the
Administrative Agent for the account of the Lenders whose Loans to the Borrower
are repaid on the Borrowing Date pursuant to this subsection 2.1(c) all interest
accrued on the amounts repaid to the date of repayment, together with any
amounts payable pursuant to subsection 2.17 in connection with such repayment.

                  2.2. Amounts and Terms of the Multicurrency Commitments. (a)
Multicurrency Commitments. Subject to the terms and conditions hereof, each
Multicurrency Lender severally agrees to make revolving credit loans (each, a
"Multicurrency Loan") in any Available Foreign Currency to the Borrower from
time to time during the Commitment Period so long as after giving effect thereto
(A) the Available Multicurrency Commitment of such Multicurrency Lender is
greater than or equal to zero, (B) the Dollar Equivalent of the Aggregate
Multicurrency Outstandings for all Multicurrency Lenders does not exceed
$750,000,000 and (C) the Aggregate Total Outstandings of all Lenders do not
exceed the Aggregate U.S.
<PAGE>
                                                                              18

Commitments. During the Commitment Period, the Borrower may use the
Multicurrency Commitments by borrowing, prepaying the Multicurrency Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

                  (b) Procedure for Multicurrency Borrowing. The Borrower may
request the Multicurrency Lenders to make Multicurrency Loans during the
Commitment Period on any Business Day by delivering an irrevocable Notice of
Multicurrency Loan Borrowing. Each borrowing under the Multicurrency Commitments
shall be in an amount in an Available Foreign Currency of which the Dollar
Equivalent is equal to at least $10,000,000 (or, if the then Aggregate Available
Multicurrency Commitments are less than $10,000,000, such lesser amount). Upon
receipt of any such Notice of Multicurrency Borrowing from the Borrower, the
Administrative Agent shall promptly notify each Multicurrency Lender thereof.
Not later than the funding time for the relevant Available Foreign Currency set
forth in the Administrative Schedule, each Multicurrency Lender shall make an
amount equal to its Multicurrency Commitment Percentage of the principal amount
of Multicurrency Loans requested to be made on such Borrowing Date available to
the Administrative Agent at the funding office for the relevant Available
Foreign Currency set forth in the Administrative Schedule in the relevant
Available Foreign Currency and in immediately available funds. The amounts made
available by each Multicurrency Lender will then be made available on such
Borrowing Date to the Borrower at the funding office for the relevant Available
Foreign Currency set forth in the Administrative Schedule and in like funds as
received by the Administrative Agent.

                  2.3. Competitive Borrowings. (a) The Competitive Bid Option.
In addition to the U.S. Revolving Credit Loans which may be made available
pursuant to subsection 2.1, the Borrower may, as set forth in this subsection
2.3, request the U.S. Lenders to make offers to make Competitive Loans to the
Borrower during the Commitment Period. The U.S. Lenders may, but shall have no
obligation to, make such offers, and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this subsection
2.3.

                  (b) Competitive Bid Request. When the Borrower wishes to
request offers to make Competitive Loans under this subsection 2.3, it shall
transmit to the Administrative Agent a Competitive Bid Request to be received no
later than 12:00 Noon (New York City time) on (x) the fourth Business Day prior
to the date of Borrowing proposed therein, in the case of a Borrowing of
Eurodollar Rate Competitive Loans or (y) the Business Day immediately preceding
the date of Borrowing proposed therein, in the case of a Fixed Rate Borrowing,
specifying:

                           (i) the proposed date of Borrowing, which shall be a
         Business Day,

                           (ii) the aggregate principal amount of such
         Borrowing, which shall be $5,000,000 or a multiple of $1,000,000 in
         excess thereof,

                           (iii) the duration of the Interest Period applicable
         thereto, subject to the provisions of the definition of Interest Period
         contained in subsection 1.1, and

                           (iv) whether the Borrowing then being requested is to
         be of Eurodollar Rate Competitive Loans or Fixed Rate Loans.
<PAGE>
                                                                              19

A Competitive Bid Request that does not conform substantially to the format of
Exhibit A may be rejected by the Administrative Agent in its sole discretion,
and the Administrative Agent shall promptly notify the Borrower of such
rejection. The Borrower may request offers to make Competitive Loans for more
than one Interest Period in a single Competitive Bid Request. No Competitive Bid
Request shall be given within three Business Days of any other Competitive Bid
Request pursuant to which the Borrower has made a Competitive Borrowing.

                  (c) Invitation for Competitive Bids. Promptly after its
receipt of a Competitive Bid Request (but, in any event, no later than 3:00
p.m., New York City time, on the date of such receipt) conforming to the
requirements of paragraph (b) above, the Administrative Agent shall send to each
of the Competitive Bid Lenders an Invitation for Competitive Bids which shall
constitute an invitation by the Borrower to each such Lender to bid, on the
terms and conditions of this Agreement, to make Competitive Loans pursuant to
the Competitive Bid Request.

                  (d) Submission and Contents of Competitive Bids. (1) Each U.S.
Lender to which an Invitation for Competitive Bids is sent may submit a
Competitive Bid containing an offer or offers to make Competitive Loans in
response to such Invitation for Competitive Bids. Each Competitive Bid must
comply with the requirements of this paragraph (d) and must be submitted to the
Administrative Agent at its offices specified in subsection 9.2 not later than
(x) 9:30 a.m. (New York City time) on the third Business Day prior to the
proposed date of Borrowing, in the case of a Borrowing of Eurodollar Rate
Competitive Loans or (y) 9:30 a.m. (New York City time) on the date of the
proposed Borrowing, in the case of a Fixed Rate Borrowing; provided that any
Competitive Bids submitted by the Administrative Agent in the capacity of a U.S.
Lender may only be submitted if the Administrative Agent notifies the Borrower
of the terms of the offer or offers contained therein not later than fifteen
minutes prior to the deadline for the other U.S. Lenders. A Competitive Bid
submitted by a U.S. Lender pursuant to this paragraph (d) shall be irrevocable.

                           (ii) Each Competitive Bid shall be in substantially
         the form of Exhibit C and shall specify:

                                    (A) the date of the proposed Borrowing,

                                    (B) the principal amount of the Competitive
                  Loan for which each such offer is being made, which principal
                  amount (w) may be greater than, equal to or less than the U.S.
                  Commitment of the quoting U.S. Lender, (x) must be in a
                  minimum principal amount of $5,000,000 or a multiple of
                  $1,000,000 in excess thereof, (y) may not exceed the principal
                  amount of Competitive Loans for which offers were requested
                  and (z) may be subject to a limitation as to the maximum
                  aggregate principal amount of Competitive Loans for which
                  offers being made by such quoting U.S. Lender may be accepted,

                                    (C) in the case of a Borrowing of Eurodollar
                  Rate Competitive Loans, the Margin offered for each such
                  Competitive Loan, expressed as a percentage (specified in
                  increments of 1/10,000th of 1%) to be added to or subtracted
                  from such base rate,
<PAGE>
                                                                              20

                                    (D) in the case of a Fixed Rate Borrowing,
                  the rate of interest per annum (specified in increments of
                  1/10,000th of 1%) offered for each such Competitive Loan, and

                                    (E) the identity of the quoting U.S. Lender.

A Competitive Bid may set forth up to five separate offers by the quoting U.S.
Lender with respect to each Interest Period specified in the related Invitation
for Competitive Bids. Any Competitive Bid shall be disregarded by the
Administrative Agent if the Administrative Agent determines that it: (A) is not
substantially in the form of Exhibit C or does not specify all of the
information required by subsection 2.3(d)(ii); (B) contains qualifying,
conditional or similar language (except for a limitation on the maximum
principal amount which may be accepted); (C) proposes terms other than or in
addition to those set forth in the applicable Invitation for Competitive Bids or
(D) arrives after the time set forth in subsection 2.3(d)(i).

                  (e) Notice to Borrower. The Administrative Agent shall
promptly (and, in any event, by 10:00 a.m., New York City time) notify the
Borrower, by telecopy, of all the Competitive Bids made (including all
disregarded bids), the Competitive Bid Rate and the principal amount of each
Competitive Loan in respect of which a Competitive Bid was made and the identity
of the Lender that made each bid. The Administrative Agent shall send a copy of
all Competitive Bids (including all disregarded bids) to the Borrower for its
records as soon as practicable after completion of the bidding process set forth
in this subsection 2.3.

                  (f) Acceptance and Notice by Borrower. The Borrower may in its
sole discretion, subject only to the provisions of this paragraph (f), accept or
reject any Competitive Bid (other than any disregarded bid) referred to in
paragraph (e) above. The Borrower shall notify the Administrative Agent by
telephone, confirmed immediately thereafter by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it wishes to
accept any or all of the bids referred to in paragraph (e) above not later than
(x) 10:30 a.m. (New York City time) on the third Business Day prior to the
proposed date of Borrowing, in the case of a Eurodollar Rate Competitive Loan or
(y) 10:30 a.m. (New York City time) on the proposed date of Borrowing, in the
case of a Fixed Rate Borrowing; provided that:

                           (i) the failure by the Borrower to give such notice
         shall be deemed to be a rejection of all the bids referred to in
         paragraph (e) above;

                           (ii) the aggregate principal amount of the
         Competitive Bids accepted by the Borrower may not exceed the lesser of
         (A) the principal amount set forth in the related Competitive Bid
         Request and (B) the excess, if any, of the Aggregate U.S. Commitments
         then in effect over the Aggregate Total Outstandings of all Lenders
         immediately prior to the making of such Competitive Loans (and after
         giving effect to the use of proceeds thereof),

                           (iii) the principal amount of each Competitive
         Borrowing must be $5,000,000 or a multiple of $1,000,000 in excess
         thereof,

                           (iv) unless there are any limitations contained in a
         quoting U.S. Lender's Competitive Bid, the Borrower may not accept a
         Competitive Bid made at a particular Competitive Bid Rate if it has
         decided to reject any portion of a bid made at a lower Competitive Bid
         Rate for the same Interest Period, and
<PAGE>
                                                                              21

                           (v) the Borrower may not accept any Competitive Bid
         that is disregarded by the Administrative Agent pursuant to subsection
         2.3(d)(ii) or that otherwise fails to comply with the requirements of
         this Agreement.

A notice given by the Borrower pursuant to this paragraph (f) shall be
irrevocable.

                  (g) Allocation by Administrative Agent. If offers are made by
two or more U.S. Lenders with the same Competitive Bid Rates for a greater
aggregate principal amount than the amount in respect of which such offers are
accepted for the related Interest Period, the principal amount of Competitive
Loans in respect of which such offers are accepted shall be allocated by the
Administrative Agent among such U.S. Lenders as nearly as possible (in integral
multiples of $1,000,000, as the Administrative Agent may deem appropriate) in
proportion to the aggregate principal amounts of such offers.

                  (h) Notification of Acceptance. The Administrative Agent shall
promptly (and, in any event, by 11:00 a.m., New York City time) notify each
bidding U.S. Lender whether or not its Competitive Bid has been accepted (and if
so, in what amount and at what Competitive Bid Rate), and each successful bidder
will thereupon become bound, subject to the other applicable conditions hereof,
to make the Competitive Loan in respect of which its bid has been accepted.

                  2.4. Termination or Reduction of Commitments. (a) The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the U.S. Commitments, or, from time to time,
to reduce the portion of the U.S. Commitments; provided that any termination or
reduction of the U.S. Commitments below the amount of the U.S. Revolving Credit
Loans then outstanding shall be accompanied by a concurrent prepayment of the
U.S. Revolving Credit Loans which may be made on a non-pro rata basis among the
U.S. Lenders in the amount necessary to reduce such U.S. Revolving Credit Loans
to an amount that does not exceed the US. Commitments as so reduced. Any such
reduction shall be in an amount equal to $10,000,000 or a multiple of $1,000,000
in excess thereof, or the Dollar Equivalent thereof (or, if the U.S. Commitments
are less than $10,000,000 or the Dollar Equivalent thereof, such lesser amount),
and shall reduce permanently the U.S. Commitments then in effect. Termination
and reduction of the U.S. Commitments may be made on a non-pro rata basis among
the U.S. Lenders; provided that (x) after giving effect to such termination or
reduction, the percentage which any U.S. Lender's U.S. Commitment then
constitutes of the Aggregate U.S. Commitments of all U.S. Lenders shall not be
in excess of 15%, (y) no Default or an Event of Default should have occurred and
be continuing and (z) the Aggregate Total Outstandings outstanding shall not
exceed the amount of the reduced amount of the U.S. Commitments.

                  (b) The Borrower shall have the right, upon not less than
three Business Days' notice to the Administrative Agent, to terminate the
Multicurrency Commitments, or, from time to time, to reduce the portion of the
Multicurrency Commitments; provided that any termination or reduction of the
Multicurrency Commitments below the amount of the Multicurrency Loans then
outstanding shall be accompanied by a concurrent prepayment of the Multicurrency
Loans which may be made on a non-pro rata basis among the Multicurrency Lenders
in the amount necessary to reduce such Multicurrency Loans to an amount that
does not exceed the Multicurrency Commitments as so reduced. Any such reduction
shall be in an amount equal to
<PAGE>
                                                                              22

$10,000,000 or a multiple of $1,000,000 in excess thereof, or the Dollar
Equivalent thereof (or, if the Multicurrency Commitments are less than
$10,000,000 or the Dollar Equivalent thereof, such lesser amount), and shall
reduce permanently the Multicurrency Commitments then in effect. Termination and
reduction of the Multicurrency Commitments may be made on a non-pro rata basis
among the Multicurrency Lenders; provided that (x) after giving effect to such
termination or reduction, no Multicurrency Lender shall have a Multicurrency
Commitment Percentage in excess of 15%, (y) no Default or an Event of Default
shall have occurred and be continuing and (z) the Multicurrency Loans
outstanding shall not exceed the amount of the reduced amount of the
Multicurrency Commitments.

                  2.5. Prepayments(a) The Borrower may, at any time and from
time to time, prepay the U.S. Revolving Credit Loans, in whole or in part,
without premium or penalty (but subject to the provisions of subsection 2.17),
upon: at least two Business Days' irrevocable notice to the Administrative Agent
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Rate Loans, ABR Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each. Upon receipt of any such
notice the Administrative Agent shall promptly notify each U.S. Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $10,000,000 or a multiple of $1,000,000 in excess
thereof.

                  (b) The Borrower may at any time and from time to time prepay,
without premium or penalty (but subject to the provisions of subsection 2.17),
the Multicurrency Loans, in whole or in part, upon at least three Business Days'
irrevocable notice to the Administrative Agent specifying the date and amount of
prepayment. Upon the receipt of any such notice, the Administrative Agent shall
promptly notify each Multicurrency Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayments of Multicurrency Loans shall be in an
aggregate principal amount of which the Dollar Equivalent is at least
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or such lesser
amount equal to the Dollar Equivalent of all Multicurrency Loans in any
Available Foreign Currency then outstanding).

                  (c) If, at any time during the Commitment Period, (and, if the
Borrower elects to extend the repayment date pursuant to subsection 2.8(a),
during the Term Out Period) for any reason (i) the Aggregate Total Outstandings
of all Lenders exceed the Aggregate U.S. Commitments then in effect (or, during
the Term Out Period, exceed the Aggregate Total Outstandings on the Termination
Date) by more than 5% for five consecutive Business Days, or (ii) the Aggregate
R/C Outstandings of any Lender exceeds the U.S. Commitment of such Lender then
in effect (or, during the Term Out Period, exceeds the Aggregate R/C
Outstandings of such Lender on the Termination Date) by more than 5% for five
consecutive Business Days (either such event, a "Excess Outstanding Event"),
then the Borrower shall, upon the request of the Administrative Agent and
subject to the proviso at the end of this paragraph, (i) immediately prepay the
U.S. Revolving Credit Loans and/or (ii) immediately prepay the Multicurrency
Loans, in an aggregate principal amount at least sufficient to reduce any such
excess to 0%; provided that, if any Excess Outstanding Event results solely from
fluctuations in Spot Exchange Rates, the prepayment required by this subsection
2.5(c) to reduce any such excess to 0% shall only be required to be made on the
last Business Day of the month in which such Excess Outstanding Event occurs on
the basis of the Spot Exchange Rate in effect on such Business Day.
<PAGE>
                                                                              23

                  (d) Each prepayment of Loans pursuant to this subsection 2.5
shall be accompanied by accrued and unpaid interest on the amount prepaid to the
date of prepayment and any amounts payable under subsection 2.17 in connection
with such prepayment.

                  2.6. Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Revolving Credit Loans to ABR
Loans by giving the Administrative Agent at least one Business Day's prior
irrevocable notice of such election; provided that any such conversion of
Eurodollar Revolving Credit Loans may only be made on the last day of an
Interest Period with respect thereto. The Borrower may elect from time to time
to convert ABR Loans to Eurodollar Revolving Credit Loans by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election. Any such notice of conversion to Eurodollar Revolving Credit
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof. All or any part of outstanding Eurodollar
Revolving Credit Loans and ABR Loans may be converted as provided herein;
provided that (i) no Loan may be converted into a Eurodollar Revolving Credit
Loan when any Event of Default has occurred and is continuing and (ii) no Loan
may be converted into a Eurodollar Revolving Credit Loan after the date that is
one month prior to the Termination Date.

                  (b) Any Eurodollar Revolving Credit Loans may be continued as
such upon the expiration of the then current Interest Period with respect
thereto by the Borrower giving notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
subsection 1.1, of the length of the next Interest Period to be applicable to
such Eurodollar Revolving Credit Loans; provided that no Eurodollar Revolving
Credit Loan may be continued as such (i) when any Event of Default has occurred
and is continuing or (ii) after the date that is one month prior to the
Termination Date and provided, further, that if the Borrower shall fail to give
any required notice as described above in this paragraph, or if such
continuation is not permitted pursuant to the preceding proviso, such Eurodollar
Revolving Credit Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.

                  (c) Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Multicurrency
Loans, provided, that if the Borrower shall fail to (i) give any required notice
as described above in this paragraph or to (ii) provide at least 3 Business
Days' notice that such Loans will be repaid at the end of such Interest Period,
such Multicurrency Loans shall automatically be continued for an Interest Period
of one month.

                  2.7. Minimum Amounts of Tranches. All borrowings, conversions
and continuations of U.S. Revolving Credit Loans and Multicurrency Loans (other
than Competitive Bid Loans) hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, (i) the aggregate principal amount of the
Eurodollar Rate Loans comprising each Tranche shall be equal to $10,000,000 or a
whole multiple of $1,000,000 in excess thereof, (ii) the aggregate principal
amount of the Multicurrency Loans comprising each Tranche shall be in an amount
of which the Dollar Equivalent is at least $10,000,000 (determined at the time
of borrowing or continuation),
<PAGE>
                                                                              24

provided that Multicurrency Loans in any Tranche which were in such minimum
amount at the times of borrowing may be continued as such at less than such
minimum amount if such reduction is solely a result of currency fluctuations,
and (iii) there shall not be more than 20 Tranches at any one time outstanding.

                  2.8. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to each Lender (i) on the Termination
Date (or such earlier date as the Loans become due and payable pursuant to
Section 7 or subsection 2.5), the unpaid principal amount of each Loan made by
such Lender; provided, that, at the Borrower's option any Loans outstanding on
the Termination Date shall be due and payable in full on the date which is one
year following the Termination Date (or such earlier date as the Loans become
due and payable pursuant to Section 7 or subsection 2.5) (such period following
the Termination Date, the "Term Out Period") and (ii) on the last day of the
applicable Interest Period, the unpaid principal amount of each Competitive Loan
made by such Lender. The Borrower hereby further agrees to pay interest in
immediately available funds at the office of the Administrative Agent on the
unpaid principal amount of such Loans from time to time from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in subsection 2.9. Except as otherwise specified in this Agreement,
amounts owing hereunder on account of principal and interest on Loans shall be
paid in the currency in which such Loan was borrowed and amounts owing hereunder
on account of fees shall be paid in Dollars.

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

                  (c) The Administrative Agent shall maintain the Register
pursuant to subsection 9.6(d), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded (i) the amount of
each Loan made hereunder, the Type of each Loan made and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from
the Borrower and each Lender's share thereof.

                  (d) The entries made in the Register and accounts maintained
pursuant to paragraphs (b) and (c) of this subsection 2.8 shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender in accordance
with the terms of this Agreement.

                  2.9. Interest Rates and Payment Dates. (a) Each ABR Loan shall
bear interest at a rate per annum equal to the ABR.

                  (b) The Loans comprising each Eurodollar Rate Borrowing shall
bear interest at a rate per annum equal to (i) in the case of each Eurodollar
Revolving Credit Loan, the Eurodollar Rate for the Interest Period in effect for
such Borrowing plus the Applicable Margin


<PAGE>
                                                                              25

and (ii) in the case of each Eurodollar Rate Competitive Loan, the Eurodollar
Rate for the Interest Period in effect for such Borrowing plus (or minus, as the
case may be) the Margin offered by the Lender making such Loan and accepted by
the Borrower pursuant to subsection 2.3.

                  (c) Each Multicurrency Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurocurrency Rate determined for such Interest Period plus the Applicable
Margin in effect for such day.

                  (d) Each Fixed Rate Loan shall bear interest at a rate per
annum equal to the fixed rate of interest offered by the Lender making such Loan
and accepted by the Borrower pursuant to subsection 2.3.

                  (e) Subject to the provisions of the following sentence,
interest shall be payable in arrears on each Interest Payment Date; provided
that interest accruing pursuant to paragraph (g) of this subsection 2.9 shall be
payable from time to time on demand. The amount of interest on U.S. Revolving
Credit Loans and the Multicurrency Loans to be paid on any Interest Payment Date
shall be the amount which would be due and payable if the Utilization for the
period for which such interest is paid was less than 33%. On the first Business
Day following the last day of each fiscal quarter of the Borrower and on the
Termination Date (or, if earlier, on the date upon which both the Commitments
are terminated and the Loans are paid in full), the Borrower shall pay to the
Administrative Agent, for the ratable benefit of the Lenders, an additional
amount of interest equal to the difference (if any) between (i) the amount of
interest which would have been payable during such fiscal quarter (or, in the
case of the payment due on the Termination Date, the portion thereof ending on
such date) after giving effect to the actual Utilization during such period and
(ii) the amount of interest which actually was paid during such period.

                  (f) The "Applicable Margin" with respect to each Type of
Eurodollar Revolving Credit Loan and each Multicurrency Loan at any date shall
be the applicable percentage amount set forth in the table below based upon the
Utilization and Status on such date:


<PAGE>
                                                                              26

<TABLE>
<CAPTION>
                                  Level I          Level II        Level III        Level IV           Level V

                                  Status            Status          Status           Status            Status
                                 --------          --------       ----------       ---------         ----------
<S>                              <C>               <C>            <C>              <C>               <C>
Prior to Term Out Period, if
   Utilization is less than
   33%:

   Eurodollar Rate Loans             0.270%           0.360%           0.540%          0.725%            0.825%

   Multicurrency Loans               0.270%           0.360%           0.540%          0.725%            0.825%

ABR Loans                              0%               0%               0%              0%                0%

Prior to Term Out Period, if
   Utilization is equal to or
   greater than 33%:

   Eurodollar Rate Loans             0.395%           0.485%           0.665%          0.725%            0.825%

   Multicurrency Loans               0.395%           0.485%           0.665%          0.725%            0.825%

ABR Loans                              0%               0%               0%              0%                0%

Applicable Margin During
   Term Out Period:

   Eurodollar Rate Loans             0.645%           0.735%           0.915%          0.975%            1.075%

   Multicurrency Loans               0.645%           0.735%           0.915%          0.975%            1.075%

ABR Loans                              0%               0%               0%              0%                0%
</TABLE>

                  (g) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any facility fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum which is (x) in the case of overdue principal, the rate that
would otherwise be applicable thereto pursuant to the foregoing provisions of
this subsection 2.9 plus 2% or (y) in the case of overdue interest, facility fee
or other amount, the rate described in paragraph (a) of this subsection 2.9 plus
2%, in each case from the date of such non-payment until such amount is paid in
full (as well after as before judgment). For purposes of this Agreement,
principal shall be "overdue" only if not paid in accordance with the provisions
of subsection 2.8.

                  2.10. Facility Fee. The Borrower shall pay to the
Administrative Agent, for the ratable account of the Lenders, a facility fee in
Dollars at the rate per annum equal to (a) for each day that the Borrower has
Level I Status, 0.080% of the aggregate Commitments prior to the Termination
Date and 0.080% of the aggregate outstanding principal amount of the Loans
thereafter on such day, (b) for each day that the Borrower has Level II Status,
0.090% of the aggregate Commitments prior to the Termination Date and 0.090% of
the aggregate outstanding principal amount of the Loans thereafter, (c) for each
day that the Borrower has Level III Status, 0.110% of the aggregate Commitments
prior to the Termination Date and 0.110% of the aggregate outstanding principal
amount of the Loans thereafter, (d) for each day that the Borrower has Level IV
Status, 0.150% of the aggregate Commitments prior to the Termination Date and
0.150% of the aggregate outstanding principal amount of the Loans thereafter and
(e) for each day that the Borrower has Level V Status, 0.175% of the aggregate
Commitments prior to the Termination Date and 0.175% of the aggregate
outstanding principal amount of the Loans thereafter. On the first Business Day
following the last day of each fiscal quarter of the


<PAGE>
                                                                              27


Borrower and on the Termination Date (or, if earlier, on the date upon which
both the Commitments are terminated and the Loans are paid in full), the
Borrower shall pay to the Administrative Agent, for the ratable benefit of the
Lenders, the portion of such facility fee which accrued during the fiscal
quarter most recently ended (or, in the case of the payment due on the
Termination Date, the portion thereof ending on such date). Such facility fee
shall be based upon the aggregate Commitments of the Lenders from time to time,
regardless of the Utilization from time to time thereunder.

                  2.11. Computation of Interest and Fees. (a) Interest on all
Loans shall be computed on the basis of the actual number of days elapsed over a
year of 360 days or, on any date when the ABR is determined by reference to the
Prime Rate, a year of 365 or 366 days as appropriate (in each case including the
first day but excluding the last day). Each determination of an interest rate by
the Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. All fees shall be computed on the basis of a year composed of
twelve 30-day months. At any time and from time to time upon request of the
Borrower, the Administrative Agent shall deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate applicable to U.S. Revolving Credit Loans and/or the Multicurrency
Loans pursuant to this Agreement. Each change in the Applicable Margin
applicable to Loans or the Facility Fee as a result of a change in the
Borrower's Status shall become effective on the date upon which such change in
Status occurs.

                  (b) If any Reference Lender shall for any reason no longer
have a Commitment, such Reference Lender shall thereupon cease to be a Reference
Lender, and if, as a result thereof, there shall only be one Reference Lender
remaining, the Borrower and the Administrative Agent (after consultation with
the Lenders) shall, by notice to the Lenders, designate another Lender as a
Reference Lender so that there shall at all times be at least two Reference
Lenders.

                  (c) Each Reference Lender shall use its best efforts to
furnish quotations of rates to the Administrative Agent as contemplated hereby.
If any of the Reference Lenders shall be unable or shall otherwise fail to
supply such rates to the Administrative Agent upon its request, the rate of
interest shall, subject to the provisions of subsection 2.12, be determined on
the basis of the quotations of the remaining Reference Lenders.

                  2.12. Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have reasonably determined
(which reasonable determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
or the Eurocurrency Rate, as the case may be, for such Interest Period, or

                  (b) the Administrative Agent has received notice from (i) the
Majority U.S. Lenders that the Eurodollar Rate determined (or to be determined)
for such Interest Period will not adequately and fairly reflect the cost to such
U.S. Lenders of making or maintaining their Eurodollar Rate Loans or (ii) the
Majority Multicurrency Lenders the Eurocurrency Rate


<PAGE>
                                                                              28

determined (or to be determined) for such Interest Period will not adequately
and fairly reflect the cost to such Multicurrency Lenders of making or
maintaining their Multicurrency Loans,

                  then the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the relevant Lenders as soon as
practicable thereafter. Until such time as the Eurodollar Rate or the
Eurocurrency Rate, as the case may be, can be determined by the Administrative
Agent in the manner specified in the definitions of such terms in subsection
1.1, no further Eurodollar Rate Loans or, as the case may be, Multicurrency
Loans (with respect to the Available Foreign Currency for which the Eurocurrency
Rate cannot be determined only) shall be continued as such at the end of the
then current Interest Periods or (other than any Eurodollar Rate Loans or
Multicurrency Loans previously requested and with respect to which the
Eurodollar Rate or Eurocurrency Rate, as the case may be, was determined) shall
be made, nor shall the Borrower have the right to convert ABR Loans into
Eurodollar Rate Loans.

                  2.13. Pro Rata Treatment and Payments. (a) (i) Except as
provided in subsection 2.1(c), each borrowing of U.S. Revolving Credit Loans by
the Borrower from the U.S. Lenders hereunder shall be made pro rata according to
the Funding Commitment Percentages of the U.S. Lenders in effect on the date of
such borrowing. Each payment by the Borrower on account of any facility fee
hereunder shall be allocated by the Administrative Agent among the U.S. Lenders
in accordance with the respective amounts which such U.S. Lenders are entitled
to receive pursuant to subsection 2.10. Except as provided in subsection 2.4,
any reduction of the U.S. Commitments of the U.S. Lenders shall be allocated by
the Administrative Agent among the U.S. Lenders pro rata according to the U.S.
Commitment Percentages of the U.S. Lenders. Except as provided in subsection
2.1(c), 2.4 or 2.18, each payment (including each prepayment) by the Borrower on
account of principal of and interest on the U.S. Revolving Credit Loans shall be
allocated by the Administrative Agent pro rata according to the respective
principal amounts thereof then due and owing to each U.S. Lender. Each payment
by the Borrower on account of principal of and interest on any Borrowing of
Competitive Loans shall be made pro rata among the Lenders participating in such
Borrowing according to the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing. All payments (including
prepayments) to be made by the Borrower hereunder (other than with respect to
Multicurrency Loans), whether on account of principal, interest, fees or
otherwise, shall be made without set-off or counterclaim and shall be made prior
to 2:00 p.m., New York City time on the due date thereof to the Administrative
Agent, for the account of the relevant Lenders, at the Administrative Agent's
office specified in subsection 9.2, in Dollars and in immediately available
funds. Notwithstanding the foregoing, the failure by the Borrower to make a
payment (or prepayment) prior to 12:00 Noon, New York City time or 2:00 p.m.
London time, as the case may be, on the due date thereof shall not constitute a
Default or Event of Default if such payment is made on such due date; provided,
however, that any payment (or prepayment) made after such time on such due date
shall be deemed made on the next Business Day for the purposes of interest and
reimbursement calculations. The Administrative Agent shall distribute such
payments to the relevant Lenders promptly upon receipt in like funds as
received.

                           (ii) Each borrowing of Multicurrency Loans by the
         Borrower shall be made, and any reduction of the Multicurrency
         Commitments (except as provided in subsection 2.4) shall be allocated
         by the Administrative Agent, pro rata according to the Multicurrency
         Commitment Percentages of the Multicurrency Lenders. Except as
         otherwise provided in subsection 2.4 and 2.5(c), each payment
         (including each prepayment) by the Borrower on


<PAGE>
                                                                              29


         account of principal of and interest on Multicurrency Loans shall be
         allocated by the Administrative Agent pro rata according to the
         respective principal amounts of the Multicurrency Loans then due and
         owing by the Borrower to each Multicurrency Lender. Except as otherwise
         provided in this Agreement, all payments (including prepayments) to be
         made by the Borrower hereunder in respect of Multicurrency Loans,
         whether on account of principal, interest, fees or otherwise, shall be
         made without set-off or counterclaim and shall be made at or before the
         payment time for the currency of such Multicurrency Loan set forth in
         the Administrative Schedule, on the due date thereof to the
         Administrative Agent, for the account of the Multicurrency Lenders, at
         the payment office for the currency of such Multicurrency Loan set
         forth in the Administrative Schedule, in the currency of such
         Multicurrency Loan and in immediately available funds. The
         Administrative Agent shall distribute such payments to the
         Multicurrency Lenders entitled to receive the same promptly upon
         receipt in like funds as received.

                           (iii) If any payment hereunder (other than payments
         on the Eurodollar Rate Loans and the Multicurrency Loans) becomes due
         and payable on a day other than a Business Day, the maturity of such
         payment shall be extended to the next succeeding Business Day, and,
         with respect to payments of principal, interest thereon shall be
         payable at the then applicable rate during such extension. If any
         payment on a Eurodollar Rate Loan or a Multicurrency Loan becomes due
         and payable on a day other than a Business Day, the maturity of such
         payment shall be extended to the next succeeding Business Day (and,
         with respect to payments of principal, interest thereon shall be
         payable at the then applicable rate during such extension) unless the
         result of such extension would be to extend such payment into another
         calendar month, in which event such payment shall be made on the
         immediately preceding Business Day.

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to the deadline for funding a Borrowing that such
Lender will not make the amount that would constitute its share of such
Borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the borrowing date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to (i) in the case of a borrowing
of U.S. Revolving Credit Loans, the daily average Federal Funds Effective Rate
and (ii) in the case of a borrowing of Multicurrency Loans, the interest rate
reasonably determined by the Administrative Agent to reflect its cost of funds
for the amount advanced by the Administrative Agent on behalf of such Lender,
(in each such case) for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection 2.13 shall be conclusive in the absence of manifest error.
If such Lender's share of such Borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such borrowing
date, the Administrative Agent shall be entitled to recover such amount with
interest thereon at (x) the Federal Funds Effective Rate (in the case of a
borrowing of U.S. Revolving Credit Loans) and (y) the Administrative Agent's
reasonable estimate of its average daily cost of funds plus the Applicable
Margin applicable to Multicurrency Loans (in case of a borrowing of
Multicurrency Loans), on demand, from the Borrower.


<PAGE>
                                                                              30


                  2.14. Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Rate Loans or Multicurrency Loans as contemplated by
this Agreement, such Lender shall give notice thereof to the Administrative
Agent and the Borrower describing the relevant provisions of such Requirement of
Law (and, if the Borrower shall so request, provide the Borrower with a
memorandum or opinion of counsel of recognized standing (as selected by such
Lender) as to such illegality), following which (a) the commitment of such
Lender hereunder to make Eurodollar Rate Loans or Multicurrency Loans, continue
Eurodollar Rate Loans or Multicurrency Loans as such and convert ABR Loans to
Eurodollar Rate Loans shall forthwith be canceled, (b) such Lender's Loans then
outstanding as Eurodollar Rate Loans (including, without limitation, such
Lender's Eurodollar Rate Competitive Loans in the case of clause (ii), if any,
shall be converted automatically to ABR Loans (i) on the respective last days of
the then current Interest Periods with respect to such Loans or (ii) within such
earlier period as required by law and (c) such Lender's Multicurrency Loans
shall be prepaid on the last day of the then current Interest Period with
respect thereto or such earlier period as required by law. If any such
conversion or repayment of a Eurodollar Rate Loan or Multicurrency Loan occurs
on a day which is not the last day of the then current Interest Period with
respect thereto, the Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to subsection 2.17.

                  2.15. Increased Costs. (a) If (i) there shall be any increase
in the cost to any Lender of agreeing to make or making, funding or maintaining
any Loans or (ii) any reduction in any amount receivable in respect thereof, and
such increased cost or reduced amount receivable is due to either:

                  (x) the introduction of or any change in or in the
         interpretation of any law or regulation after the date hereof; or

                  (y) the compliance with any guideline or request made after
         the date hereof from any central bank or other Governmental Authority
         (whether or not having the force of law),

then (subject to the provisions of subsection 2.18) the Borrower shall from time
to time, upon demand by such Lender pay such Lender additional amounts
sufficient to compensate such Lender for such increased cost or reduced amount
receivable.

                  (b) If any Lender shall have reasonably determined that (i)
the applicability of any law, rule, regulation or guideline adopted after the
date hereof pursuant to or arising out of the July 1988 paper of the Basle
Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards," or
(ii) the adoption after the date hereof of any other law, rule, regulation or
guideline regarding capital adequacy affecting such Lender, or (iii) any change
arising after the date hereof in the foregoing or in the interpretation or
administration of any of the foregoing by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or (iv) compliance by such Lender (or any lending office of such
Lender), or any holding company for such Lender which is subject to any of the
capital requirements described above, with any request or directive of general
application issued after the date hereof regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable

<PAGE>
                                                                              31

agency, has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of any such holding company as a direct
consequence of such Lender's obligations hereunder to a level below that which
such Lender or any such holding company could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's policies
and the policies of such holding company with respect to capital adequacy) by an
amount deemed by such Lender to be material, then (subject to the provisions of
subsection 2.17) from time to time such Lender may request the Borrower to pay
to such Lender such additional amounts as will compensate such Lender or any
such holding company for any such reduction suffered, net of the savings (if
any) which may be reasonably projected to be associated with such increased
capital requirement. Any certificate as to such amounts which is delivered
pursuant to subsection 2.18(a) shall, in addition to any items required by
subsection 2.18(a), include the calculation of the savings (if any) which may be
reasonably projected to be associated with such increased capital requirement;
provided that in no event shall any Lender be obligated to pay or refund any
amounts to the Borrower on account of such savings.

                  (c) In the event that any Governmental Authority shall impose
any Eurocurrency Liabilities which increase the cost to any Lender of making or
maintaining Eurodollar Rate Loans or Multicurrency Loans, then (subject to the
provisions of subsection 2.18) the Borrower shall thereafter pay in respect of
the Eurodollar Rate Loans or Multicurrency Loans, as the case may be, of such
Lender a rate of interest based upon (i) for Eurodollar Rate Loans, the
Eurodollar Reserve Rate (rather than the Eurodollar Rate) and (ii) for
Multicurrency Loans, the Eurocurrency Reserve Rate (rather than the Eurocurrency
Rate). From and after the delivery to the Borrower of the certificate required
by subsection 2.18(a), all references contained in this Agreement to the (i)
Eurodollar Rate shall be deemed to be references to the Eurodollar Reserve Rate
with respect to each such affected Lender and (ii) the Eurocurrency Rate shall
be deemed to be references to the Eurocurrency Reserve Rate with respect to each
such affected Lender.

                  2.16. Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes or any other tax based
upon net income imposed on the Administrative Agent or any Lender as a result of
a present or former connection between the Administrative Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies,
imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes")
are required to be withheld from any amounts payable to the Administrative Agent
or any Lender hereunder, the amounts so payable to the Administrative Agent or
such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in or pursuant to this Agreement; provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender that is not organized under the laws of the United States of America or a
state thereof if such Lender fails to comply with the requirements of paragraph
(b) of this subsection 2.16. Whenever any Non-Excluded Taxes are payable by the

<PAGE>
                                                                              32

Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of such Lender, as
the case may be, a certified copy of an original official receipt received by
the Borrower showing payment thereof. If the Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure. The agreements in this subsection 2.16 shall survive the termination of
this Agreement and the payment of all other amounts payable hereunder.

                  (b) Each Lender that is not organized under the laws of the
United States of America or a state thereof shall:

                           (i) deliver to the Borrower and the Administrative
         Agent (A) two duly completed copies of United States Internal Revenue
         Service Form W-8BEN or W-8ECI, or successor applicable form, as the
         case may be, and (B) an Internal Revenue Service Form W-8BEN, or
         successor applicable form, as the case may be;

                           (ii) deliver to the Borrower and the Administrative
         Agent two further copies of any such form or certification on or before
         the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Borrower; and

                           (iii) obtain such extensions of time for filing and
         completing such forms or certifications as may reasonably be requested
         by the Borrower or the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify (i) in the case of a Form W-8BEN
or W-8ECI, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8BEN, that it is entitled to an exemption from United
States backup withholding tax. Each Person not incorporated under the laws of
the United States of America or a state thereof that is an Assignee shall, upon
the effectiveness of the related transfer, be required to provide all of the
forms and statements required pursuant to this subsection 2.16.

                  2.17. Indemnity. Subject to the provisions of subsection
2.18(a), the Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or reasonable expense which such Lender may sustain or
incur as a consequence of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of any Loan hereunder after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement, (c) the making of a prepayment of Eurodollar Rate Loans or
Multicurrency Loans on a day which is not the last day of an Interest Period
with respect thereto or (d) the making of a prepayment of Fixed Rate Loans at
any time. Such indemnification shall be in an amount equal to the excess, if
any, of (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed,


<PAGE>
                                                                              33

converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of such Interest
Period (or, in the case of a failure to borrow, convert or continue, the
Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Loans provided for herein
(excluding the Applicable Margin or Margin included therein) over (ii) the
amount of interest (as determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market. This covenant
shall survive the termination of this Agreement and the payment of all other
amounts payable hereunder.

                  2.18. Notice of Amounts Payable; Relocation of Lending Office;
Mandatory Assignment. (a) In the event that any Lender becomes aware that any
amounts are or will be owed to it pursuant to subsection 2.14, 2.15, 2.16(a) or
2.17, then it shall promptly notify the Borrower thereof and, as soon as
possible thereafter, such Lender shall submit to the Borrower a certificate
indicating the amount owing to it and the calculation thereof. The amounts set
forth in such certificate shall be prima facie evidence of the obligations of
the Borrower hereunder; provided, however, that the failure of the Borrower to
pay any amount owing to any Lender pursuant to subsection 2.14, 2.15, 2.16(a) or
2.17 shall not be deemed to constitute a Default or an Event of Default
hereunder to the extent that the Borrower is contesting in good faith its
obligation to pay such amount by ongoing discussions diligently pursued with
such Lender or by appropriate proceedings.

                  (b) If a Lender claims any additional amounts payable pursuant
to subsection 2.14, 2.15 or 2.16(a), it shall use its reasonable efforts
(consistent with legal and regulatory restrictions) to avoid the need for paying
such additional amounts, including changing the jurisdiction of its applicable
lending office, provided that the taking of any such action would not, in the
reasonable judgment of the Lender, be disadvantageous to such Lender.

                  (c) In the event that any Lender delivers to the Borrower a
certificate in accordance with subsection 2.18(a) (other than a certificate as
to amounts payable pursuant to subsection 2.17), or the Borrower is required to
pay any additional amounts or other payments in accordance with subsection 2.14,
2.15 or 2.16(a), the Borrower may, at its own expense and in its sole
discretion, (i) require such Lender to transfer or assign, in whole or in part,
without recourse (in accordance with subsection 9.6), all or part of its
interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans) to another Person (provided that the Borrower,
with the full cooperation of such Lender, can identify a Person who is ready,
willing and able to be an Assignee with respect to thereto) which shall assume
such assigned obligations (which Assignee may be another Lender, if such
assignee Lender accepts such assignment) or (ii) during such time as no Default
or Event of Default has occurred and is continuing, terminate the Commitment of
such Lender and prepay all outstanding Loans (other than Competitive Loans) of
such Lender; provided that (x) the Borrower or the Assignee, as the case may be,
shall have paid to such Lender in immediately available funds the principal of
and interest accrued to the date of such payment on the Loans (other than
Competitive Loans) made by it hereunder and (subject to subsection 2.17) all
other amounts owed to it hereunder and (y) such assignment or termination of the
Commitment of such Lender and prepayment of Loans does not conflict with any
law, rule or regulation or order of any court or Governmental Authority.


<PAGE>
                                                                              34

                  2.19. Commitment Increases. (a) Notwithstanding anything to
the contrary contained in this Agreement, the Borrower may request from time to
time that the Commitments be increased by an amount not less than $50,000,000 or
a whole multiple of $10,000,000 in excess thereof, provided that the Borrower
may only request such an increase once in any six-month period and in no event
shall the Commitments exceed $2,000,000,000. Such increase in the Commitments
shall be effected as follows: the Borrower may (i) request one or more of the
Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency
Commitment (which request shall be in writing and sent to the Administrative
Agent to forward to such Lender or Lenders) and/or (ii) arrange for one or more
financial institutions not a party hereto (a "Third-Party Lender") to become
parties to and Lenders under this Agreement, provided that (x) the
Administrative Agent shall have approved such Third-Party Lender, which approval
shall not be unreasonably withheld, and (y) after giving effect to such
increase, no Lender shall have a U.S. Commitment Percentage or a Multicurrency
Commitment Percentage which exceeds 15%. In no event may any Lender's U.S.
Commitment or Multicurrency Commitment be increased without the prior written
consent of such Lender, and the failure of any Lender to respond to the
Borrower's request for an increase shall be deemed a rejection by such Lender of
the Borrower's request. The Commitments may not be increased if, at the time of
any proposed increase hereunder, a Default or Event of Default has occurred and
is continuing. Upon any request by the Borrower to increase the Commitments
hereunder, the Borrower shall be deemed to have represented and warranted on and
as of the date of such request that no Default or Event of Default has occurred
and is continuing. Notwithstanding anything contained in this Agreement to the
contrary, no Lender shall have any obligation whatsoever to increase the amount
of its U.S. Commitment and/or its Multicurrency Commitment, and each Lender may
at its option, unconditionally and without cause, decline to increase its U.S.
Commitment and/or its Multicurrency Commitment.

                  (b) If any Lender is willing, in its sole and absolute
discretion, to increase the amount of its U.S. Commitment and/or its
Multicurrency Commitment hereunder (such a Lender hereinafter referred to as an
"Increasing Lender"), it shall enter into a written agreement to that effect
with the Borrower and the Administrative Agent, substantially in the form of
Exhibit H (a "Commitment Increase Supplement"), which agreement shall specify,
among other things, the amount of the increased U.S. Commitment and/or
Multicurrency Commitment of such Increasing Lender. Upon the effectiveness of
such Increasing Lender's increase in Commitment, Schedule I hereto shall,
without further action, be deemed to have been amended as appropriate to reflect
the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing
Lender. Any Third-Party Lender which, with the consent of the Borrower and the
Administrative Agent (which consent, in the case of the Administrative Agent,
shall not be unreasonably withheld), is willing to become a party hereto and a
Lender hereunder, shall enter into a written agreement with the Borrower and the
Administrative Agent, substantially in the form of Exhibit I (an "Additional
Lender Supplement"), which agreement shall specify, among other things, its U.S.
Commitment and/or its Multicurrency Commitment hereunder. When such Third-Party
Lender becomes a Lender hereunder as set forth in the Additional Lender
Supplement, Schedule I shall, without further action, be deemed to have been
amended as appropriate to reflect the U.S. Commitment and/or the Multicurrency
Commitment of such Third-Party Lender. Upon the execution by the Administrative
Agent, the Borrower and such Third-Party Lender of such Additional Lender
Supplement, such Third-Party Lender shall become and be deemed a party hereto
and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and
assume all obligations on the part of the Lenders set forth in this Agreement,

<PAGE>
                                                                              35

and its U.S. Commitment and/or its Multicurrency Commitment shall be the amount
specified in its Additional Lender Supplement. Each Third-Party Lender which
executes and delivers an Additional Lender Supplement and becomes a party hereto
and a "Lender" hereunder pursuant to such Additional Lender Supplement is
hereinafter referred to as an "Additional Lender."

                  (c) In no event shall an increase in a Lender's U.S.
Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment
and/or Multicurrency Commitment of a Third-Party Lender become effective until
the Administrative Agent shall have received a certificate from the Borrower, to
the effect that the representations and warranties shall be true and correct in
all material respects and no Default or Event of Default shall have occurred and
be continuing after giving effect to the increase in the Commitments resulting
from the increase in such Lender's U.S. Commitment and/or Multicurrency
Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment
by such Third-Party Lender. In no event shall an increase in a Lender's U.S.
Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment
and/or Multicurrency Commitment of a Third-Party Lender which results in the
Commitments exceeding the amount which is authorized at such time in resolutions
previously delivered to the Administrative Agent become effective until the
Administrative Agent shall have received a copy of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the Board of Directors or
the Executive Committee of the Board of Directors of the Borrower authorizing
the borrowings contemplated pursuant to such increase, certified by the
Secretary or an Assistant Secretary of the Borrower. Concurrently with the
execution by an Increasing Lender of a Commitment Increase Supplement or by an
Additional Lender of an Additional Lender Supplement, the Borrower shall make
such borrowing from such Increasing Lender or Additional Lender, and/or shall
make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency
Loans, as shall be required to cause the aggregate outstanding principal amount
of U.S. Revolving Credit Loans and Multicurrency Loans owing to each Lender
(including each such Increasing Lender and Additional Lender) to be proportional
to such U.S. Lender's share of the Aggregate U.S. Commitments and/or such
Multicurrency Lender's share of the Multicurrency Commitments, respectively,
after giving effect to any increase thereof. The Borrower agrees to indemnify
each Lender and to hold each Lender harmless from any loss or expense incurred
as a result of any such prepayment in accordance with subsection 2.17, as
applicable.

                  (d) Upon any Lender entering into a Commitment Increase
Supplement or any Additional Lender becoming a party hereto, the Administrative
Agent shall notify each other Lender thereof and shall deliver to each Lender a
copy of the Additional Lender Supplement executed by such Additional Lender and
the Commitment Increase Supplement executed by such Increasing Lender.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:

                  3.1. Financial Condition. The Borrower has heretofore
furnished to each Lender a copy of the audited consolidated financial statements
of the Borrower for the fiscal years ended December 31, 2000 and December 31,
2001 and unaudited consolidated financial


<PAGE>
                                                                              36

statements of the Borrower for the quarterly period ended March 31, 2002. Such
financial statements present fairly the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries as of, and for the
fiscal years and fiscal quarters ended on, such dates in accordance with GAAP
(subject, in the case of such quarterly statements, to normal year-end audit
adjustments). Other than as disclosed in the Borrower's 10-K dated February 12,
2002, or in the Confidential Information Memorandum, between December 31, 2001
and the Closing Date, there has been no development or event which has had a
Material Adverse Effect.

                  3.2. Corporate Existence; Compliance with Law. The Borrower
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (b) has the corporate power and authority,
and the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged,
(c) is duly qualified as a foreign corporation and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification, except to the extent
that all failures to be duly qualified and in good standing could not, in the
aggregate, have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                  3.3. Corporate Power; Authorization; Enforceable Obligations.
The Borrower has the corporate power and authority, and the legal right, to
make, deliver and perform this Agreement and to borrow hereunder and has taken
all necessary corporate action to authorize the borrowings on the terms and
conditions of this Agreement and to authorize the execution, delivery and
performance of this Agreement. No consent or authorization of any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement. This Agreement has been duly executed and
delivered on behalf of the Borrower. This Agreement constitutes a legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

                  3.4. No Legal Bar; No Default. The execution, delivery and
performance of this Agreement, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower and will not result in, or require, the creation or
imposition of any Lien on any of its properties or revenues pursuant to any such
Requirement of Law or Contractual Obligation, except to the extent that all such
violations and creation or imposition of Liens could not, in the aggregate, have
a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.

                  3.5. No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues as of the Closing Date (a) with respect to this Agreement or any of the
actions contemplated hereby, or (b) which involves a probable risk of an adverse
decision which would materially restrict the ability of the Borrower to comply
with its obligations under this Agreement.


<PAGE>
                                                                              37

                  3.6. Federal Regulations. No part of the proceeds of any Loans
will be used for "buying," "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
Regulations of such Board of Governors.

                  3.7. Investment Company Act. The Borrower is not an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

                  3.8. ERISA. The Borrower is in compliance with all material
provisions of ERISA, except to the extent that all failures to be in compliance
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                  3.9. No Material Misstatements. No report, financial statement
or other written information furnished by or on behalf of such Borrower to the
Administrative Agent or any Lender pursuant to subsection 3.1 or subsection
5.1(a) contains or will contain any material misstatement of fact or omits or
will omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were, are or will be made, not
misleading, except to the extent that the facts (whether misstated or omitted)
do not result in a Material Adverse Effect. No report, financial statement or
other written information furnished by or on behalf of the Borrower for
inclusion in the Confidential Information Memorandum contained as of the Closing
Date any material misstatement of fact or omitted to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except to the extent that the facts
(whether misstated or omitted) do not result in a Material Adverse Effect. Any
forward-looking information contained in the Confidential Information Memorandum
is based upon good faith judgment believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such information may
differ from the projected results set forth therein by a material amount.

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

                  3.11. Subsidiaries. The Subsidiaries listed on Schedule 3.11
constitute all the Subsidiaries of the Borrower on the date hereof which are
"significant subsidiaries" within the meaning of Regulation S-X of the U.S.
Securities and Exchange Commission (other than as set forth in such schedule).

                  3.12. Purpose of Loans. The proceeds of the Loans shall be
used by the Borrower for its general corporate purposes including, without
limitation, to support its issuance of commercial paper and for transactions
with its Subsidiaries.

<PAGE>
                                                                              38


                                   SECTION 4.

                              CONDITIONS PRECEDENT

                  4.1. Conditions to Effectiveness. This Agreement, and the
obligations of the Lenders to make Loans hereunder, shall become effective on
the date on which the following conditions precedent are satisfied (and the
Administrative Agent shall notify the Borrower and each Lender promptly after
the receipt of the documents and funds described in paragraphs (a) through (d)
below):

                  (a) Credit Agreement. The Administrative Agent shall have
received this Agreement, executed and delivered (including, without limitation,
by way of a telecopied signature page) by a duly authorized officer of the
Borrower and, subject to the provisions of subsection 9.9, each Lender.

                  (b) Secretary's Certificate. The Administrative Agent shall
have received a certificate of the Secretary or Assistant Secretary of the
Borrower, in form and substance satisfactory to the Administrative Agent, which
certificate shall (i) certify as to the incumbency and signature of the officers
of the Borrower executing this Agreement (with the President or a Vice President
of the Borrower attesting to the incumbency and signature of the Secretary or
Assistant Secretary providing such certificate), (ii) have attached to it a
true, complete and correct copy of each of the certificate of incorporation and
by-laws of the Borrower or a statement that there have been no changes since
those previously delivered in connection with the Original Closing Date, (iii)
have attached to it a true and correct copy of the resolutions of the Board of
Directors of the Borrower or a duly authorized committee thereof or a duly
authorized officer thereof, which resolutions shall authorize the execution,
delivery and performance of this Agreement and the borrowings by the Borrower
hereunder and (iv) certify that, as of the date of such certificate (which shall
not be earlier than the date hereof), none of such certificate of incorporation,
by-laws or resolutions shall have been amended, supplemented, modified, revoked
or rescinded.

                  (c) Fees. All fees payable by the Borrower to J.P. Morgan
Securities Inc., the Administrative Agent or any Lender on the Closing Date and
all expenses payable under subsection 9.5 for which invoices have been received
before the Closing Date shall have been paid.

                  (d) Legal Opinions. The Administrative Agent shall have
received, (i) the executed legal opinion of Sean Corcoran, Esq., Assistant
General Counsel - Commercial & Transactional of the Borrower, substantially in
the form of Exhibit F-1, (ii) the executed legal opinion of Heller Ehrman White
& Mcauliffe LLP, New York counsel to the Borrower, substantially in the form of
Exhibit F-2, and (iii) the executed legal opinion of Simpson Thacher & Bartlett,
counsel to the Administrative Agent, substantially in the form of Exhibit F-2.
The Borrower hereby instructs the counsel referenced in clause (i) to deliver
its opinion for the benefit of the Administrative Agent and each of the Lenders.

                  (e) No Material Adverse Effect. As of the Closing Date, other
than as disclosed in the Borrower's 10-K dated February 12, 2002 or in the
Confidential Information



<PAGE>
                                                                              39


Memorandum, since December 31, 2001, no development or event shall have occurred
that has had a Material Adverse Effect.

                  4.2. Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan and any Competitive Loan to be made by it) is
subject to the satisfaction of the following conditions:

                  (a) Notice of Borrowing. The Administrative Agent shall have
received a notice of borrowing, as required by subsection 2.2 or 2.3, as the
case may be.

                  (b) Representations and Warranties. Each of the
representations and warranties made by the Borrower in or pursuant to this
Agreement shall be true and correct in all material respects on and as of such
date as if made on and as of such date, except to the extent any such
representation and warranty specifically relates to an earlier date, in which
case such representation and warranty shall have been true and correct as of
such earlier date.

                  (c) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the Loans
requested to be made on such date.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such Loan that the conditions
contained in this subsection 4.2 have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, or any amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall:

                  5.1. Financial Statements. Furnish to each Lender:

                  (a) as soon as available, but in any event within 110 days
after the end of each fiscal year of the Borrower, a copy of the audited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such year and the related audited consolidated statements of
income and retained earnings and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous year; and

                  (b) as soon as available, but in any event not later than 60
days after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and retained earnings and of cash
flows of the Borrower and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by such accountants or officer, as the case may be, and disclosed
therein).



<PAGE>
                                                                              40


                  5.2. Certificates; Other Information. Furnish to:

                  (a) each Lender, concurrently with the delivery of the
financial statements referred to in subsections 5.1(a) and 5.1(b), a certificate
of a Financial Officer (i) stating that, to the best of such Officer's
knowledge, (A) such financial statements present fairly the financial condition
and results of operations of the Borrower and its Subsidiaries for the period
referred to therein (subject, in the case of interim statements, to normal
year-end audit adjustments) and (B) during such period the Borrower has
performed all of its covenants and other agreements contained in this Agreement
to be performed by it, and that no Default or Event of Default has occurred,
except as specified in such certificate, and (ii) setting forth in reasonable
detail the calculations required to establish whether the Borrower was in
compliance with the provisions of subsection 6.1 on the date of such financial
statements;

                  (b) each Lender, within 15 days after the same become public,
copies of all financial statements and reports which the Borrower may make to,
or file with, the Securities and Exchange Commission or any successor or
analogous Governmental Authority;

                  (c) the Administrative Agent, within ten Business Days after
the occurrence thereof, written notice of any change in Status; provided that
the failure to provide such notice shall not delay or otherwise affect any
change in the Applicable Margin or other amount payable hereunder which is to
occur upon a change in Status pursuant to the terms of this Agreement; and

                  (d) the Administrative Agent, promptly, such additional
financial and other information as the Administrative Agent, on behalf of any
Lender, may from time to time reasonably request and that is reasonably related
to such Lender's credit analysis of the Borrower and which request does not
impose an unreasonable burden on the Borrower to satisfy.

                  5.3. Notices. Promptly give notice to the Administrative Agent
and each Lender of (a) the occurrence of any Default or Event of Default,
accompanied by a statement of a Financial Officer setting forth details of the
occurrence referred to therein and stating what action the Borrower proposes to
take with respect thereto and (b) so long as the Borrower is not subject to the
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, (i) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any affiliate thereof that could reasonably be expected to result in
a Material Adverse Effect and (ii) any other development that results in, or
could reasonably be expected to result in, a Material Adverse Effect.

                  5.4. Conduct of Business and Maintenance of Existence. (a)
Continue to engage in its principal line of business as now conducted by it, (b)
preserve, renew and keep in full force and effect its corporate existence and
(c) take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its principal line of business,
except, in any such case, as otherwise permitted pursuant to subsection 6.5 or
to the extent that failure to do so would not have a Material Adverse Effect.

                  5.5. Books and Records. The Borrower will, and will cause each
of its Subsidiaries to, keep proper books of record and account in which full,
true and correct entries are made of all dealings and transactions in relation
to its business and activities.


<PAGE>
                                                                              41


                  5.6. Environmental Laws. Except as could not in the aggregate
reasonably be expected to result in a Material Adverse Effect:

                  (a) comply with all applicable Environmental Laws, and obtain
and comply with and maintain any and all permits, licenses or other approvals
required by applicable Environmental Laws; and

                  (b) conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws.

                         SECTION 6. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Administrative
Agent hereunder:

                  6.1. Consolidated Leverage Ratio. The Borrower shall not,
directly or indirectly, permit the Consolidated Leverage Ratio to exceed 3.25 to
1.0 at the end of any fiscal quarter.

                  6.2. Indebtedness. The Borrower shall not, directly or
indirectly, permit any Subsidiary to, create, incur, assume or permit to exist
any Indebtedness or any guarantee of Indebtedness (other than Indebtedness of
any Subsidiary to the Borrower or to any other Subsidiary and other than
Permitted Receivables Financings), except Indebtedness and guarantees in an
aggregate principal amount at any one time outstanding, which when combined with
(but without duplication) (i) the aggregate outstanding principal amount of
obligations secured by a Lien upon any of the property or revenues of the
Borrower or any of its Subsidiaries at such time (other than Liens securing
Indebtedness of any Subsidiary to the Borrower or to any other Subsidiary and
other than Liens securing Permitted Receivables Financings) and (ii) the
aggregate amount of Sale-Leasebacks consummated since the Original Closing Date
and which are outstanding on the relevant date of determination (other than
Sale-Leasebacks to the extent the proceeds thereof are used to refinance any
Sale-Leaseback which was in existence on the Original Closing Date and other
than Intercompany Sale-Leasebacks), shall not exceed 15% of Consolidated Total
Assets as reflected in the most recent annual audited consolidated financial
statements of the Borrower delivered pursuant to subsection 5.1(a).

                  6.3. Liens. The Borrower shall not nor shall it permit any
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired (other than Liens securing Indebtedness of any Subsidiary to the
Borrower or to any other Subsidiary and other than Liens securing Permitted
Receivables Financings), except Liens at any one time outstanding with respect
to which the aggregate outstanding principal amount of the obligations secured
thereby, which when combined with (but without duplication) (i) the aggregate
principal amount of Indebtedness and guarantees of Indebtedness of any
Subsidiary outstanding at such time (other than Indebtedness of any Subsidiary
to the Borrower or to any other Subsidiary and other than Permitted Receivables
Financings) and (ii) the aggregate amount of Sale-Leasebacks consummated since
the Original Closing Date and which are outstanding on the relevant date of
determination (other than Sale-Leasebacks to the extent the proceeds thereof are
used to



<PAGE>
                                                                              42


refinance any Sale-Leaseback which was in existence on the Original Closing Date
and other than Intercompany Sale-Leasebacks), shall not exceed 15% of
Consolidated Total Assets as reflected in the most recent annual audited
consolidated financial statements of the Borrower delivered pursuant to
subsection 5.1(a).

                  6.4. Sale-Leasebacks. The Borrower shall not nor shall it
permit any Subsidiary to, directly or indirectly, enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
any property owned by the Borrower or any Subsidiary (except for Intercompany
Sale-Leasebacks), which property has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person ("Sale-Leasebacks"), except for
Sale-Leasebacks consummated since the Original Closing Date and which are
outstanding on the relevant date of determination (other than Sale-Leasebacks to
the extent the proceeds thereof are used to refinance any Sale-Leaseback which
was in existence on the Original Closing Date) in an aggregate amount, which
when combined with (but without duplication) (i) the aggregate outstanding
principal amount of obligations secured by a Lien upon any of the property or
revenues of the Borrower or any of its Subsidiaries at the time of entering into
any such Sale-Leaseback (other than Liens securing Indebtedness of any
Subsidiary to the Borrower or to any other Subsidiary and other than Liens
securing Permitted Receivables Financings) and (ii) the aggregate principal
amount of Indebtedness and guarantees of Indebtedness of any Subsidiary
outstanding at such time (other than Indebtedness of any Subsidiary to the
Borrower or to any other Subsidiary and other than Permitted Receivables
Financings), shall not exceed 15% of Consolidated Total Assets as reflected in
the most recent annual audited consolidated financial statements of the Borrower
delivered pursuant to subsection 5.1(a).

                  6.5. Merger, Consolidation, etc. The Borrower shall not,
directly or indirectly, merge or consolidate with any other Person, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)
or sell or convey all or substantially all of its assets to any Person unless,
in the case of mergers and consolidations, (a) the Borrower shall be the
continuing corporation and (b) immediately before and immediately after giving
effect to such merger or consolidation, no Default or Event of Default shall
have occurred and be continuing.

                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall (i) fail to pay any principal of any
Loan when due in accordance with the terms hereof or (ii) fail to pay any
interest on any Loan or any other amount which is payable hereunder and (in the
case of this clause (ii) only) such failure shall continue unremedied for more
than five Business Days after written notice thereof has been given to the
Borrower by the Administrative Agent or the Majority Lenders; or

                  (b) Any representation or warranty made or deemed made by the
Borrower in Section 3 or any certified statement furnished pursuant to
subsection 5.2(b) shall prove to have been incorrect on or as of the date made
or deemed made or certified if the facts or circumstances incorrectly
represented or certified result in a Material Adverse Effect; or

                  (c) The Borrower shall default in the observance of the
agreement contained in subsection 5.3(a) or subsection 5.4(a) or (b) or Section
6; or


<PAGE>
                                                                              43


                  (d) The Borrower shall default in the observance or
performance of any other agreement contained in this Agreement (other than as
provided in paragraphs (a), (b) and (c) of this Section 7), and such default
shall continue unremedied for a period of 30 days after written notice thereof
shall have been given to the Borrower by the Administrative Agent or the
Majority Lenders; or

                  (e) The Borrower or any Significant Subsidiary shall default
in any payment of $50,000,000 or more of principal of or interest on any
Indebtedness or in the payment of $50,000,000 or more on account of any
guarantee in respect of Indebtedness, beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness or
guarantee was created; or

                  (f) Any event or condition occurs that results in any
Indebtedness or any guarantee of Indebtedness of the Borrower or any of its
Significant Subsidiaries of an aggregate principal amount of $50,000,000 or more
becoming due in full or payable in full prior to the scheduled maturity of such
Indebtedness or guarantee or that requires the prepayment, repurchase,
redemption or defeasance thereof in full, prior to the scheduled maturity of
such Indebtedness or guarantee (other than pursuant to any voluntary
prepayments, customary due-on-sale clause or any provision requiring prepayment
of such Indebtedness based on excess cash flow, permitted asset sales or
permitted debt or equity issuances, in each case contained in the terms of such
Indebtedness); provided that this clause (f) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness; or

                  (g) (i) The Borrower or any of its Significant Subsidiaries
shall commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or the Borrower or any of its Significant Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Borrower or any of its Significant Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
90 days; or (iii) there shall be commenced against the Borrower or any of its
Significant Subsidiaries any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 90 days from the entry thereof; or

                  (h) One or more judgments or decrees shall (i) be entered
against the Borrower, (ii) not have been vacated, discharged, satisfied, stayed
or bonded pending appeal within 60 days from the entry thereof and (iii) involve
a liability (not paid or fully covered by insurance) of either (A) $40,000,000
or more, in the case of any single judgment or decree or (B) $100,000,000 or
more in the aggregate, in the case of all such judgments and decrees; or


<PAGE>
                                                                              44


                  (i) The Borrower or any of its Significant Subsidiaries shall
default in the performance of any of its obligations under, or otherwise fail to
observe or perform any covenant, condition or agreement contained in, any of the
Material Agreements, to the extent the consequences of any such default or
failure could reasonably be expected to result in a Material Adverse Effect;

                  then, and in any such event, (A) if such event is an Event of
Default specified in clause (i) or (ii) of paragraph (g) above with respect to
the Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the request of the Majority Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement to be due and payable forthwith,
whereupon the same shall immediately become due and payable. Except as expressly
provided above in this Section 7, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

                      SECTION 8. THE ADMINISTRATIVE AGENT

                  8.1. Appointment. Each Lender hereby irrevocably designates
and appoints JPMCB as the Administrative Agent of such Lender under this
Agreement, and each such Lender irrevocably authorizes JPMCB, as the
Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

                  8.2. Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.

                  8.3. Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees or affiliates shall be (i) liable
for any action lawfully taken or omitted to be taken by it or such Person under
or in connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
the Borrower or any officer thereof contained in this Agreement or in any
certificate, report,



<PAGE>
                                                                              45


statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or for any failure of the Borrower to perform its obligations
hereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower.

                  8.4. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it in good faith to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the Lender
specified in the Register with respect to any amount owing hereunder as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement unless it shall first receive such
advice or concurrence of the Majority Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
in accordance with a request of the Majority Lenders (or, to the extent that
this Agreement expressly requires a higher percentage of Lenders, such higher
percentage), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
obligations owing by the Borrower hereunder.

                  8.5. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder other than a Default or Event of Default under Section 7(a)
unless the Administrative Agent has received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
promptly notify the Borrower (unless the Borrower shall have delivered such
notice to the Administrative Agent) and then give notice thereof to the Lenders
(provided that the failure to notify the Borrower shall not impair any of the
rights of the Administrative Agent and the Lenders with respect to the events
and circumstances specified in such notice). The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

                  8.6. Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs



<PAGE>
                                                                              46


of the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

                  8.7. Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective U.S. Commitment Percentages in effect on
the date on which indemnification is sought under this subsection 8.7 (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their U.S. Commitment Percentages immediately prior to such date of payment
in full), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the amounts owing hereunder) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of this Agreement or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct. The
Administrative Agent shall have the right to deduct any amount owed to it by any
Lender under this subsection 8.7 from any payment made by it to such Lender
hereunder and shall provide notice of such calculation to such Lender. The
agreements in this subsection 8.7 shall survive the payment of the Loans and all
other amounts payable hereunder.

                  8.8. Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it, the Administrative Agent shall have the same
rights and powers under this Agreement as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.


<PAGE>
                                                                              47


                  8.9. Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 90 days' notice to the Lenders and the
Borrower and following the appointment of a successor Administrative Agent in
accordance with the provisions of this subsection 8.9. If the Administrative
Agent shall resign as Administrative Agent under this Agreement, then the
Majority Lenders shall appoint from among the Lenders willing to serve as
Administrative Agent a successor Administrative Agent for the Lenders, which
successor Administrative Agent shall be approved by the Borrower (which approval
shall not be unreasonably withheld), whereupon such successor Administrative
Agent shall succeed to the rights, powers and duties of the Administrative
Agent, and the term "Administrative Agent" shall mean such successor
Administrative Agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the obligations owing hereunder. If no successor agent has accepted
appointment as Administrative Agent by the date that is 90 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall assume and perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Majority Lenders appoint a
successor agent as provided for above. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.

                  8.10. Syndication Agents and Documentation Agent. Neither of
the Syndication Agents nor the Documentation Agent shall have any duties or
responsibilities hereunder in their capacities as such.


                            SECTION 9. MISCELLANEOUS

                  9.1. Amendments and Waivers. (a) Neither this Agreement, nor
any terms hereof may be amended, supplemented or modified except in accordance
with the provisions of this subsection 9.1. The Majority Lenders may, or, with
the written consent of the Majority Lenders, the Administrative Agent may, from
time to time, (i) enter into with the Borrower written amendments, supplements
or modifications hereto for the purpose of adding any provisions to this
Agreement or changing in any manner the rights of the Lenders or of the Borrower
hereunder or (ii) waive, on such terms and conditions as the Majority Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (x) reduce the principal amount of any Loan, or
reduce the stated rate of any interest or fee payable hereunder, or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the consent of
each Lender directly affected thereby, (y) amend, modify or waive any provision
of this subsection 9.1 or reduce the percentage specified in the definition of
Majority Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement, in each case without the
written consent of all the Lenders, or reduce the percentage specified in the
definition of Majority U.S. Lenders without the written consent of all the U.S.
Lenders, or the percentage specified in the definition of Majority Multicurrency
Lenders without the written consent of all Multicurrency Lenders or (z) amend,
modify or waive any



<PAGE>
                                                                              48


provision of Section 8 or any other provision of this Agreement governing the
rights or obligations of the Administrative Agent without the written consent of
the then Administrative Agent. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Borrower, the Lenders, the Administrative Agent and all
future holders of the obligations owing hereunder. In the case of any waiver,
the Borrower, the Lenders and the Administrative Agent shall be restored to
their former position and rights hereunder, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any
right consequent thereon.

                  (b) In addition to amendments effected pursuant to the
foregoing paragraph (a), Schedule III may be amended as follows:

                           (i) to change administrative information contained
         therein (other than any interest rate definition, funding time, payment
         time or notice time contained therein) or (B) to add Available Foreign
         Currencies (and related interest rate definitions and administrative
         information) with the approval of the Majority Multicurrency Lenders,
         in each case, upon execution and delivery by the Borrower and the
         Administrative Agent of a written amendment providing for such
         amendment;

                           (ii) to conform any funding time, payment time or
         notice time contained therein to then-prevailing market practices, upon
         execution and delivery by the Borrower and the Administrative Agent of
         a written amendment providing for such amendment; and

                           (iii) to change any interest rate definition
         contained therein, upon execution and delivery by the Borrower, all the
         Multicurrency Lenders and the Administrative Agent of a written
         amendment providing for such amendment.

                  (c) The Administrative Agent shall give prompt notice to each
U.S. Lender of any amendment effected pursuant to subsection 9.1(b).

                  9.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or four days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in Schedule II in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the obligations owing
hereunder:

         The Borrower:                    Delphi Corporation
                                          5725 Delphi Drive
                                          Troy, Michigan  48098
                                          Attention: Treasurer
                                          Facsimile: (248) 813-2590
                                          Telephone: (248) 813-2592

         The Administrative Agent:        with respect to Loans denominated in
                                          Dollars and other matters:

<PAGE>
                                                                              49



                                          JPMorgan Chase Bank
                                          The Loan and Agency Services Group
                                          One Chase Manhattan Plaza
                                          8th Floor
                                          New York, New York  10081
                                          Attention: Daniel Kelsh
                                          Facsimile: (212) 552-5650
                                          Telephone: (212) 552-0985

                                          and in the case of and with respect to
                                          Loans denominated in Available Foreign
                                          Currencies:

                                          JPMorgan Chase Bank
                                          Trinity Tower
                                          9 Thomas Moore Street
                                          London, EY91T
                                          Attention:  Steve Clarke
                                          Facsimile:  011-44-20-7-777-2360
                                          Telephone:  011-44-20-7-777-2353

         with a copy to:                  JPMorgan Chase Bank
                                          270 Park Avenue
                                          48th Floor
                                          New York, New York  10017
                                          Attention:  Richard Duker
                                          Facsimile:  (212) 270-5127
                                          Telephone:  (212) 270-3057

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.1(b), 2.2(b), 2.3, 2.4, 2.5 and 2.6
shall not be effective until received.

                  9.3. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

                  9.4. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

                  9.5. Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses



<PAGE>
                                                                              50


reasonably incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees, disbursements and
other reasonable charges of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable costs
and expenses reasonably incurred in connection with the enforcement of any
rights under this Agreement, including, without limitation, the reasonable fees,
disbursements and other reasonable charges of counsel to the Administrative
Agent and to the several Lenders (other than those incurred in connection with
the compliance by the relevant Lender with the provisions of subsection
2.18(a)), and (c) to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay by the Borrower in
paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, and (d) to pay, indemnify, and hold each Lender,
the Administrative Agent, their affiliates, and their respective directors,
officers, employees, advisors and agents (each, an "indemnified person")
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind or nature whatsoever (it being understood that this
shall not include the fees and disbursements of counsel to any of the Lenders
(other than JPMCB) in connection with (i) their review of this Agreement prior
to the Closing Date or (ii) prior to the occurrence of a Default or an Event of
Default, any amendment or waiver to this Agreement or any assignment to another
Lender pursuant to the terms hereof) with respect to the execution, delivery,
enforcement, performance and administration of this Agreement (all the foregoing
in this clause (d), collectively, the "indemnified liabilities"); provided that
the Borrower shall have no obligation hereunder to any indemnified person with
respect to indemnified liabilities arising from the gross negligence or willful
misconduct of such indemnified person or any of its affiliates, directors,
officers, employees, advisers or agents. The agreements in this subsection 9.5
shall survive repayment of the Loans and all other amounts payable hereunder.

                  9.6. Successors and Assigns; Participations and Assignments.
(a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this subsection (and any attempted assignment or transfer by a Lender without
the consent of the Borrower or the Administrative Agent, if such consent is
required by this subsection, shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this subsection) and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.
<PAGE>
                                                                              51


         (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

             (A) the Borrower, provided that no consent of the Borrower shall be
     required for an assignment to (x) a Lender or an affiliate of a Lender
     unless such assignment would result in increased costs to the Borrower or,
     (y) if an Event of Default under clause (a) or (g) of Section 7 has
     occurred and is continuing, any other Assignee; and

             (B) the Administrative Agent, provided that no consent of the
     Administrative Agent shall be required for an assignment to an Assignee
     that is a Lender immediately prior to giving effect to such assignment.

             (ii) Assignments shall be subject to the following additional
conditions:

             (A) except in the case of an assignment to a Lender or an affiliate
     of a Lender, the amount of the Commitment of the assigning Lender subject
     to each such assignment (determined as of the date the Assignment and
     Assumption with respect to such assignment is delivered to the
     Administrative Agent) shall not be less than $5,000,000 and, in the case of
     a partial assignment by a Lender the amount of the Commitment of the
     assigning Lender after giving effect thereto may not be less than
     $5,000,000, unless, in either case, each of the Borrower and the
     Administrative Agent otherwise consent (such consent not to be unreasonably
     withheld), provided that no such consent of the Borrower shall be required
     if an Event of Default under clause (a) or (g) of Section 7 has occurred
     and is continuing;

             (B) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement, provided that (i) this clause shall not apply to
     rights in respect of outstanding Competitive Loans and (ii) with the
     consent of the Borrower and the Administrative Agent (such consent not to
     be unreasonably withheld), a Lender may assign portions of its U.S
     Commitment without assigning a proportionate share of its Multicurrency
     Commitment if either (x) such proportionate share of such Multicurrency
     Commitment shall be assumed by another Lender or (y) if the Borrower so
     agrees, such proportionate share of such Multicurrency Commitment shall be
     terminated;

             (C) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500; and

             (D) the Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire.

             (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this subsection, from and after the effective date
specified in each Assignment and Assumption the Assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,

<PAGE>

                                                                              52


and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of subsections 2.15, 2.16, 2.17 and 9.5). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this subsection 9.6 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this subsection provided that it otherwise satisfies the
requirements of such paragraph.

                  (iv) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be prima facie
evidence of the existence and amounts of the obligations therein recorded, and
the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection and copying by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice. The Administrative
Agent shall provide a copy of the Register to the Borrower on a monthly basis.

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

                  (c) (i) Any Lender may, without the consent of the Borrower or
the Administrative Agent in the ordinary course of business and in accordance
with applicable law, sell participating interests to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged and such Lender shall, for all purposes of
this Agreement, remain the holder of any obligation owing to it hereunder, (B)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) the Borrower, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(D) such Lender shall have given prior written notice to the Borrower of the
identity of such Participant. In no event shall any Participant have any right,
and each agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right, to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in clause (x) of the proviso
to subsection

<PAGE>

                                                                              53


9.1(a) that directly affects such Lender or in clause (y) of the proviso to
subsection 9.1(a). Subject to paragraph (c)(ii) of this subsection, the Borrower
agrees that each Participant shall be entitled to the benefits of subsections
2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this subsection.

                  (ii) A Participant shall not be entitled to receive any
greater payment under subsection 2.15 or 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that is not organized
under the laws of the United States of America or a state thereof shall not be
entitled to the benefits of subsection 2.16 unless the Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with subsection 2.16(b) as though it were a
Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and the other paragraphs of this
subsection shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto or otherwise permit
such pledgee or assignee to exercise the rights of a Lender hereunder.

                  (e) The Borrower authorizes each Lender to disclose to any
prospective Participant, any Participant or any prospective assignee (each, a
"Transferee") any and all financial information in such Lender's possession
concerning the Borrower and its affiliates which has been delivered to such
Lender by or on behalf of the Borrower pursuant to this Agreement or which has
been delivered to all Lenders by or on behalf of the Borrower in connection with
their respective credit evaluations of the Borrower and its affiliates prior to
becoming a party to this Agreement; provided that (i) such Transferee has
executed and delivered to the Borrower a written confidentiality agreement
substantially in the form of that which has been executed and delivered by each
Lender prior to the date hereof and (ii) in the case of any information other
than that contained in the Confidential Information Memorandum, the Borrower has
been informed of the identity of such Transferee and has consented to the
disclosure of such information thereto. Nothing contained in this subsection
9.6(f) shall be deemed to prohibit the delivery to any Transferee of any
financial information which is otherwise publicly available.

                  9.7. Adjustments. If any Lender (a "benefitted Lender") shall
at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(g), or otherwise), such that it has received aggregate
payments or collateral on account of its Loans in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans which are then due and payable, or interest
thereon, such benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loans, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided,


<PAGE>


                                                                              54


however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest (unless the Lender from which such payment is
recovered is required to pay interest thereon, in which case each Lender
returning funds to such Lender shall pay its pro rata share of such interest).

                  9.8. Loan Conversion/Participations. (a) On the Conversion
Date, if the ratio (expressed as a percentage) of (i) the aggregate amount of
the Dollar Equivalent (determined on the basis of the Spot Exchange Rates as of
such date) of the Multicurrency Loans and the U.S. Revolving Credit Loans owed
to the Multicurrency Lenders to (ii) the aggregate amount of the Dollar
Equivalent (determined on the basis of the Spot Exchange Rates as of such date)
of the Multicurrency Loans and the U.S. Revolving Credit Loans owed to all the
Lenders exceeds the U.S. Commitment Percentage of all Multicurrency Lenders
(immediately prior to the termination of the Commitment), then the excess amount
(the "Excess Loans") shall be subject to the following adjustments;

                           (A) To the extent that on the Conversion Date any
         Multicurrency Lender has any U.S. Revolving Credit Loans outstanding,
         each Non-Multicurrency Lender severally unconditionally and irrevocably
         agrees that it shall purchase in Dollars a participating interest in
         such Multicurrency Lenders' U.S. Revolving Credit Loans then
         outstanding in an amount as may be necessary to cause each Lender's
         interest in the aggregate amount of all Loans (other than the
         Competitive Bid Loans, if any) after giving effect to the purchase
         contemplated by this clause (A) to be equal to its U.S. Commitment
         Percentage (immediately before the termination of the Commitments) or
         as near thereto as practicable; provided that the aggregate amount
         purchased by all Non-Multicurrency Lenders shall not exceed the lesser
         of (1) the Excess Loans and (2) the total aggregate amount of
         Multicurrency Lenders' U.S. Revolving Credit Loans denominated in
         Dollars.

                           (B) To the extent that there remain any Excess Loans
         not purchased by the Non-Multicurrency Lenders pursuant to the
         preceding clause (A) (the "Loans to be Converted") and to the extent
         not otherwise prohibited by a Requirement of Law, all Loans to be
         Converted shall be converted into Dollars (calculated on the basis of
         the relevant Spot Exchange Rates as of the Conversion Date) ("Converted
         Loans"), and each Non-Multicurrency Lender severally, unconditionally
         and irrevocably agrees that it shall purchase in Dollars a
         participating interest in such Converted Loans in such amounts as may
         be necessary to cause each Lender's interest in the aggregate amount of
         all Loans (other than the Competitive Bid Loans, if any) after giving
         effect to the purchase contemplated by this clause (B) to be equal to
         its U.S. Commitment Percentage (immediately before the termination of
         the Commitments).

                           (C) Each U.S. Lender will immediately transfer to the
         Administrative Agent, in immediately available funds, the amounts of
         its participation(s), and the proceeds of such participation(s) shall
         be distributed by the Administrative Agent to each Lender from which a
         participating interest is being purchased in the amount(s) provided for
         in the preceding clauses (A) and (B). All Converted Loans shall bear
         interest at the rate which would otherwise be applicable to ABR Loans.

<PAGE>

                                                                              55

                  (b) If, for any reason, the Loans to be Converted may not be
converted into Dollars in the manner contemplated by paragraph (a) of this
subsection 9.8, (i) the Administrative Agent shall determine the Dollar
Equivalent of the Loans to be Converted, (calculated on the basis of the Spot
Exchange Rate as of the Business Day immediately preceding the date on which
such conversion would otherwise occur pursuant to paragraph (a) of this
subsection 9.8), (ii) effective on such Conversion Date, each Non-Multicurrency
Lender severally, unconditionally and irrevocably agrees that it shall purchase
in Dollars a participating interest in such Loans to be Converted, in an amount
equal to the amount it would have purchased pursuant to clause (B) of paragraph
(a) above. Each Non-Multicurrency Lender will immediately transfer to the
Administrative Agent, in immediately available funds, the amount(s) of its
participation(s), and the proceeds of such participation(s) shall be distributed
by the Administrative Agent to each relevant Lender in the amount(s) provided
for in the preceding sentence.

                  (i) If any Non-Excluded Taxes are required to be withheld from
         any amounts payable by a Lender (the "First Lender") to another Lender
         (the "Other Lender") in connection with its participating interest in
         any Converted Loan, the Borrower, with respect to the relevant Loans
         made to it, shall be required to pay increased amounts to the Other
         Lender receiving such payments from the First Lender but only to the
         extent the Borrower would have been required under subsection 2.16 to
         pay such increased amounts if the Borrower had made such payments with
         respect to the participating interest directly to the Other Lender;
         provided, however, that the Borrower shall not be required to pay any
         such amounts to the Other Lender that is not organized under the laws
         of the United States of America or a state thereof if such Other Lender
         fails to comply with the requirements of paragraph (b) of subsection
         2.16.

                  (c) Each Non-Multicurrency Lender's obligation to purchase
participating interests pursuant to subsection 9.8(a) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender or the Borrower may have against any Lender, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 4; (C) any adverse change in the condition
(financial or otherwise) of the Borrower; (D) any breach of this Agreement by
the Borrower or any other Lender; or (E) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

                  (d) The Borrower consents to the purchases set forth in
paragraphs (a) and (b) of this subsection.

                  9.9. Counterparts. (a) This Agreement may be executed by one
or more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

                  (b) By its signature hereto, each Lender hereby agrees that
this Agreement shall become effective immediately upon (i) the execution and
delivery on June 21, 2002 by the

<PAGE>


                                                                              56

Borrower and the Administrative Agent of this Agreement and (ii) the
satisfaction of the conditions set forth in paragraphs (b), (c) (d) and (e) of
subsection 4.1. In the event that this Agreement has not been duly executed and
delivered by each Person listed on the signature pages hereto (other than the
Borrower and the Administrative Agent, with respect to which the execution and
delivery of this Agreement shall be a condition precedent to its effectiveness)
on or before the date upon which this Agreement becomes effective in accordance
with the immediately preceding sentence, this Agreement shall nevertheless
become effective with respect to those Persons who have executed and delivered
it on or before such effective date and those Persons who have not executed and
delivered it (such Persons, the "Non-Executing Banks") shall be deemed not to be
Lenders hereunder.

                  (c) On the date of effectiveness of this Agreement, the
Borrower may (after consultation with the Administrative Agent) designate one or
more Lenders (the "Designated Lenders") to assume the Commitments which would
have been held by the Non-Executing Banks and, if the Designated Lenders agree
to assume such Commitments, (i) Schedules I and II shall be deemed to be amended
to reflect such increase in the U.S. Commitment and/or the Multicurrency
Commitment of each Designated Lender and the omission of each Non-Executing Bank
as a Lender hereunder and (ii) the U.S. Commitment and/or the Multicurrency
Commitment of each Designated Lender shall be deemed to be such increased amount
for all purposes hereunder.

                  (d) Notwithstanding anything to the contrary contained herein,
(i) neither the U.S. Commitment nor the Multicurrency Commitment of a Lender
shall be increased (without the prior written consent of such Lender) as a
result of the failure of any other Person to execute and deliver this Agreement
or otherwise and (ii) in no event shall the aggregate Commitments of all Lenders
exceed $2,000,000,000.

                  9.10. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  9.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.12. WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  9.13. Confidentiality. Each of the Administrative Agent, the
Issuing Lender and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such


<PAGE>


                                                                              57


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

                    [Rest of page left intentionally blank.]

<PAGE>



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



                         DELPHI CORPORATION

                         By: _________________________________________________
                             Name:
                             Title:

                         JPMORGAN CHASE BANK, as Administrative
                         Agent and as a Lender

                         By: _________________________________________________
                             Name:
                             Title:

                         BANK of AMERICA, NATIONAL
                         ASSOCIATION, as Syndication Agent and as a
                         Lender

                         By: _________________________________________________
                             Name:
                             Title:

                         BANK ONE, N.A., as Syndication Agent and as
                         a Lender

                         By: _________________________________________________
                             Name:
                             Title:

                         BARCLAYS BANK PLC, as Syndication Agent
                         and as Lender

                         By: _________________________________________________
                             Name:
                             Title:

                         CITIBANK, N.A., as Syndication Agent and as a
                         Lender

                         By: _________________________________________________
                             Name:
                             Title:

<PAGE>


                         DEUTSCHE BANK AG NEW YORK BRANCH

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         DEUTSCHE BANK SECURITIES INC., as
                         Syndication Agent

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         DRESDNER BANK AG, NEW YORK AND
                         GRAND CAYMAN BRANCHES, as
                         Syndication Agent and as a Lender

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         ABN AMRO BANK N.V.

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         AUSTRALIA AND NEW ZEALAND
                         BANKING GROUP LIMITED

                         By: _________________________________________________
                             Name:
                             Title:


<PAGE>


                         BANCA NAZIONALE DEL LAVORO S.P.A.
                         NEW YORK BRANCH

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         BANCO BILBAO VIZCAYA ARGENTARIA,
                         SA

                         By: _________________________________________________
                             Name:
                             Title:

                         THE BANK OF NEW YORK

                         By: _________________________________________________
                             Name:
                             Title:

                         BANK OF TOKYO-MITSUBISHI TRUST
                         COMPANY
                         By: _________________________________________________
                             Name:
                             Title:

                         BAYERISCHE LANDESBANK
                         GIROZENTRALE
                         CAYMAN ISLANDS BRANCH

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         BNP PARIBAS

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:


<PAGE>


                         COMERICA BANK

                         By: _________________________________________________
                             Name:
                             Title:

                         CREDIT INDUSTRIAL ET COMMERCIAL

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         CREDIT LYONNAIS, NEW YORK BRANCH

                         By: _________________________________________________
                             Name:
                             Title:

                         CREDIT SUISSE FIRST BOSTON

                         By: _________________________________________________
                             Name:
                             Title:
                         By: _________________________________________________
                             Name:
                             Title:

                         FLEET NATIONAL BANK

                         By: _________________________________________________
                             Name:
                             Title:

                         HSBC BANK USA

                         By: _________________________________________________
                             Name:
                             Title:

                         KEYBANK NATIONAL ASSOCIATION

                         By: _________________________________________________
                             Name:
                             Title:

<PAGE>



                         MERRILL LYNCH BANK USA

                         By: _________________________________________________
                             Name:
                             Title:

                         MIZUHO CORPORATE BANK, LTD.

                         By: _________________________________________________
                             Name:
                             Title:

                         MORGAN STANLEY BANK

                         By: _________________________________________________
                             Name:
                             Title:

                         THE NORTHERN TRUST COMPANY

                         By: _________________________________________________
                             Name:
                             Title:

                         ROYAL BANK OF SCOTLAND PLC

                         By: _________________________________________________
                             Name:
                             Title:

                         SOCIETE GENERALE

                         By: _________________________________________________
                             Name:
                             Title:

                         STANDARD CHARTERED BANK

                         By: _________________________________________________
                             Name:
                             Title:

                         UBS AG, STAMFORD BRANCH

                         By: _________________________________________________
                             Name:
                             Title:

<PAGE>



                         WACHOVIA BANK

                         By: _________________________________________________
                             Name:
                             Title: