<PAGE>

                                                                     EXHIBIT 4.1

                            364-DAY CREDIT AGREEMENT

                           Dated as of March 14, 2003

                  YORK INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A.
("Citibank"), as the administrative agent (the "Agent") for the Lenders (as
hereinafter defined), JPMORGAN CHASE BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI TRUST COMPANY, FLEET NATIONAL BANK and NORDEA BANK FINLAND PLC,
as documentation agents, and SALOMON SMITH BARNEY INC. and JP MORGAN SECURITIES,
INC., as joint lead arrangers and joint book managers, agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Advance" means a Revolving Credit Advance or a Competitive
         Bid Advance.

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 20% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Citibank at its office at 399 Park Avenue, New York, New
         York 10043, Account No. 36852248, Attention: Bank Loan Syndications.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable Lending Office with respect to such Competitive Bid
         Advance.

                  "Applicable Margin" means, as of any date (a) for Base Rate
         Advances prior to the Term Loan Conversion Date, 0.00% per annum and
         (b) for (i) Base Rate Advances on and after the Term Loan Conversion
         Date and (ii) Eurodollar Rate Advances, a percentage per annum
         determined by reference to the Public Debt Rating in effect on such
         date as set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                  Applicable Margin for     Applicable Margin for
                         Applicable Margin for       Eurodollar Rate           Eurodollar Rate
                         Base Rate Advance On     Advances Prior to the        Advances On and
Public Debt Rating        and After the Term           Term Loan             After the Term Loan
   S&P/Moody's           Loan Conversion Date       Conversion Date            Conversion Date
-------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>                       <C>
Level 1
A- or A3 or above               0.000%                    0.420%                   0.850%
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                      <C>
Level 2
BBB+ and Baa1                   0.000%                    0.660%                   1.100%
-------------------------------------------------------------------------------------------------
Level 3
BBB+ or Baa1                    0.000%                    0.775%                   1.500%
-------------------------------------------------------------------------------------------------
Level 4
BBB or Baa2                     0.500%                    1.225%                   2.000%
-------------------------------------------------------------------------------------------------
Level 5
BBB- and Baa3                   1.250%                    1.300%                   2.750%
-------------------------------------------------------------------------------------------------
Level 6
Lower than Level 5              1.650%                    1.500%                   3.150%
-------------------------------------------------------------------------------------------------
</TABLE>

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:

<TABLE>
<CAPTION>
---------------------------------------------
Public Debt Rating                 Applicable
    S&P/Moody's                    Percentage
---------------------------------------------
<S>                                <C>
Level 1
A- or A3 or above                    0.080%
---------------------------------------------
Level 2
BBB+ and Baa1                        0.090%
---------------------------------------------
Level 3
BBB+ or Baa1                         0.100%
---------------------------------------------
Level 4
BBB or Baa2                          0.150%
---------------------------------------------
Level 5
BBB- and Baa3                        0.200%
---------------------------------------------
Level 6
Lower than Level 5                   0.300%
---------------------------------------------
</TABLE>

                  "Applicable Utilization Fee" means, as of any date prior to
         the Term Loan Conversion Date that Usage exceeds 25% of the aggregate
         Revolving Credit Commitments, a percentage per annum determined by
         reference to the Public Debt Rating in effect on such date as set forth
         below:

<TABLE>
<CAPTION>
---------------------------------------------
Public Debt Rating               Applicable
    S&P/Moody's               Utilization Fee
---------------------------------------------
<S>                           <C>
Level 1
A- or A3 or above                  0.100%
---------------------------------------------
Level 2
BBB+ and Baa1                      0.100%
---------------------------------------------
Level 3
BBB+ or Baa1                       0.125%
---------------------------------------------
Level 4
BBB or Baa2                        0.125%
---------------------------------------------
Level 5
BBB- and Baa3                      0.250%
---------------------------------------------
Level 6
Lower than Level 5                 0.350%
---------------------------------------------
</TABLE>

                                       2

<PAGE>

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "Base Rate" means a fluctuating interest rate per annum in
         effect from time to time, which rate per annum shall at all times be
         equal to the highest of:

                           (a)      the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b)      the sum (adjusted to the nearest 1/4 of 1%
                  or, if there is no nearest 1/4 of 1%, to the next higher 1/4
                  of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
                  by dividing (A) the latest three-week moving average of
                  secondary market morning offering rates in the United States
                  for three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized standing selected
                  by Citibank, by (B) a percentage equal to 100% minus the
                  average of the daily percentages specified during such
                  three-week period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank with respect to liabilities consisting of or
                  including (among other liabilities) three-month U.S. dollar
                  non-personal time deposits in the United States, plus (iii)
                  the average during such three-week period of the annual
                  assessment rates estimated by Citibank for determining the
                  then current annual assessment payable by Citibank to the
                  Federal Deposit Insurance Corporation (or any successor) for
                  insuring U.S. dollar deposits of Citibank in the United
                  States; and

                           (c)      1/2 of one percent per annum above the
                  Federal Funds Rate.

                  "Base Rate Advance" means a Revolving Credit Advance that
         bears interest as provided in Section 2.07(a)(i).

                  "Borrower Information" has the meaning specified in Section
         8.08(b).

                  "Borrowing" means a Revolving Credit Borrowing or a
         Competitive Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurodollar Rate Advances or LIBO
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Competitive Bid Advance" means an advance by a Lender to the
         Borrower as part of a Competitive Bid Borrowing resulting from the
         competitive bidding procedure described in Section 2.03 and refers to a
         Fixed Rate Advance or a LIBO Rate Advance.

                  "Competitive Bid Borrowing" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "Competitive Bid Note" means a promissory note of the Borrower
         payable to the order of any Lender, in substantially the form of
         Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to such
         Lender resulting from a Competitive Bid Advance made by such Lender.

                                       3

<PAGE>

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

                  "Covenant Debt" means the sum of, without duplication, (a) all
         items that, in accordance with GAAP, would be classified as
         indebtedness on a Consolidated balance sheet of the Borrower and its
         Subsidiaries, plus (b) Debt of the Borrower and its Subsidiaries of the
         type described in clause (f) of the definition of "Debt" and (c) the
         portion of any item that, in accordance with GAAP, would be classified
         as indebtedness on a Consolidated balance sheet of any Person that is
         guaranteed by the Borrower and its Subsidiaries.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables incurred in the ordinary course of such
         Person's business), (c) all obligations of such Person evidenced by
         notes, bonds, debentures or other similar instruments, (d) all
         obligations of such Person created or arising under any conditional
         sale or other title retention agreement with respect to property
         acquired by such Person (even though the rights and remedies of the
         seller or lender under such agreement in the event of default are
         limited to repossession or sale of such property), (e) all obligations
         of such Person as lessee under leases that have been or should be, in
         accordance with GAAP, recorded as capital leases, (f) the portion of
         the cash purchase price related to the purchase of accounts receivable
         from such Person (including without limitation, in the case of the
         Borrower, the cash proceeds received from time to time from the sale of
         the Borrower's accounts receivable) that shall not have been recovered
         by the purchaser thereof (excluding up to $75,000,000 of receivables
         owing by foreign obligors that are sold by the Borrower and its
         Subsidiaries), (g) all obligations, contingent or otherwise, of such
         Person in respect of acceptances, letters of credit or similar
         extensions of credit, (h) all obligations of such Person in respect of
         Hedge Agreements, (i) all Debt of others referred to in clauses (a)
         through (h) above or clause (j) below and other payment obligations
         guaranteed directly or indirectly in any manner by such Person, or in
         effect guaranteed directly or indirectly by such Person through an
         agreement (1) to pay or purchase such Debt or to advance or supply
         funds for the payment or purchase of such Debt, (2) to purchase, sell
         or lease (as lessee or lessor) property, or to purchase or sell
         services, primarily for the purpose of enabling the debtor to make
         payment of such Debt or to assure the holder of such Debt against loss,
         (3) to supply funds to or in any other manner invest in the debtor
         (including any agreement to pay for property or services irrespective
         of whether such property is received or such services are rendered) or
         (4) otherwise to assure a creditor against loss, and (j) all Debt
         referred to in clauses (a) through (i) above secured by (or for which
         the holder of such Debt has an existing right, contingent or otherwise,
         to be secured by) any Lien on property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such Debt,
         the amount of such Debt being the lesser of the amount of the
         obligations secured by such Lien and the fair market value of the
         assets subject to such Lien.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "EBITDA" means, for any Person for any period, net income (or
         net loss) plus the sum of (a) interest expense, (b) income tax expense,
         (c) depreciation expense, (d) amortization expense, and (e) any
         extraordinary or non-recurring losses (in the case of the Borrower and
         its Subsidiaries, inclusive of losses related to restructuring charges
         and operating expenses related to restructuring actions in an amount
         not to exceed $103,000,000 taken not later than December 31, 2003, of
         which not more than $50,000,000

                                       4

<PAGE>

         shall be cash charges or expenses, and losses related to Statement of
         Financial Accounting Standards No. 142 and No. 144 in an aggregate
         amount not to exceed $350,000,000) minus any extraordinary or
         non-recurring gains, for such period in each case determined for such
         Person in accordance with GAAP.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; or (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 8.07, the Borrower,
         such approval not to be unreasonably withheld or delayed; provided,
         however, that neither the Borrower nor an Affiliate of the Borrower
         shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, natural
         resources or, to the extent related to exposure to Hazardous Materials,
         health or safety, including, without limitation, those relating to the
         use, handling, transportation, treatment, storage, disposal, release or
         discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Borrower or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by the Borrower or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the imposition of a lien under Section 302(f) of ERISA shall have
         been met with respect to any Plan; (g) the adoption of an amendment to
         a Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the

                                       5

<PAGE>

         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office), or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to the rate per annum
         obtained by dividing (a) the rate per annum (rounded upward to the
         nearest whole multiple of 1/16 of 1% per annum) appearing on Telerate
         Markets Page 3750 (or any successor page) as the London interbank
         offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period or, if for any
         reason such rate is not available, the average (rounded upward to the
         nearest whole multiple of 1/16 of 1% per annum, if such average is not
         such a multiple) of the rate per annum at which deposits in U.S.
         dollars are offered by the principal office of each of the Reference
         Banks in London, England to prime banks in the London interbank market
         at 11:00 A.M. (London time) two Business Days before the first day of
         such Interest Period in an amount substantially equal to such Reference
         Bank's Eurodollar Rate Advance comprising part of such Revolving Credit
         Borrowing to be outstanding during such Interest Period and for a
         period equal to such Interest Period by (b) a percentage equal to 100%
         minus the Eurodollar Rate Reserve Percentage for such Interest Period.
         If the Telerate Markets Page 3750 (or any successor page) is
         unavailable, the Eurodollar Rate for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Revolving Credit
         Borrowing shall be determined by the Agent on the basis of applicable
         rates furnished to and received by the Agent from the Reference Banks
         two Business Days before the first day of such Interest Period,
         subject, however, to the provisions of Section 2.08.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.07(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances or LIBO Rate Advances comprising part
         of the same Borrowing means the reserve percentage, if any, applicable
         two Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the maximum
         reserve requirement (including, without limitation, any emergency,
         supplemental or other marginal reserve requirement) for a member bank
         of the Federal Reserve System in New York City with respect to
         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on Eurodollar
         Rate Advances or LIBO Rate Advances is determined) having a term equal
         to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                                       6

<PAGE>

                  "Fixed Rate Advances" has the meaning specified in Section
         2.03(a)(i).

                  "Foreign Subsidiary" means any Subsidiary organized under the
         laws of a jurisdiction other than the United States of America or any
         political subdivision thereof.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Hazardous Materials" means (a) petroleum and petroleum
         products, byproducts or breakdown products, radioactive materials,
         asbestos-containing materials and polychlorinated biphenyls and (b) any
         other chemicals, materials or substances designated, classified or
         regulated as hazardous or toxic or as a pollutant or contaminant under
         any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "Information Memorandum" means the information memorandum
         dated February 2003 used by the Agent in connection with the
         syndication of the Revolving Credit Commitments.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurodollar Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurodollar Rate Advance and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below and,
         thereafter, with respect to Eurodollar Rate Advances, each subsequent
         period commencing on the last day of the immediately preceding Interest
         Period and ending on the last day of the period selected by the
         Borrower pursuant to the provisions below. The duration of each such
         Interest Period shall be one, two, three or six months, and subject to
         clause (iii) of this definition, nine or twelve months, as the Borrower
         may, upon notice received by the Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; provided, however, that:

                           (i)      the Borrower may not select any Interest
                  Period that ends after the Termination Date except that, if
                  the Revolving Credit Advances have been converted to term
                  loans pursuant to Section 2.06 prior to such selection, such
                  Borrower may not select any Interest Period that ends after
                  the Term Loan Maturity Date;

                           (ii)     Interest Periods commencing on the same date
                  for Eurodollar Rate Advances comprising part of the same
                  Revolving Credit Borrowing or for LIBO Rate Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

                           (iii)    in the case of any such Revolving Credit
                  Borrowing, the Borrower shall not be entitled to select an
                  Interest Period having duration of nine or twelve months
                  unless, by 2:00 P.M. (New York City time) on the third
                  Business Day prior to the first day of such Interest Period,
                  each Lender notifies the Administrative Agent that such Lender
                  will be providing funding for such Revolving Credit Borrowing
                  with such Interest Period (the failure of any Lender to so
                  respond by such time being deemed for all purposes of this
                  Agreement as an objection by such Lender to the requested
                  duration of such Interest Period); provided that, if any or
                  all of the Lenders object to the requested duration of such
                  Interest Period, the duration of the Interest Period for such
                  Revolving Credit Borrowing shall be one, two, three or six
                  months, as specified by the Borrower requesting such Revolving
                  Credit Borrowing in the applicable Notice of Revolving Credit
                  Borrowing as the desired alternative to an Interest Period of
                  nine or twelve months;

                           (iv)     whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the

                                       7

<PAGE>

                  next succeeding Business Day, provided, however, that, if such
                  extension would cause the last day of such Interest Period to
                  occur in the next following calendar month, the last day of
                  such Interest Period shall occur on the next preceding
                  Business Day; and

                           (v)      whenever the first day of any Interest
                  Period occurs on a day of an initial calendar month for which
                  there is no numerically corresponding day in the calendar
                  month that succeeds such initial calendar month by the number
                  of months equal to the number of months in such Interest
                  Period, such Interest Period shall end on the last Business
                  Day of such succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 8.07.

                  "LIBO Rate" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the rate per annum (rounded upward to the nearest whole
         multiple of 1/16 of 1% per annum) appearing on Dow Jones Markets
         Telerate Page 3750 (or any successor page) as the London interbank
         offered rate for deposits in U.S. dollars at approximately 11:00 A.M.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period or, if for any
         reason such rate is not available, the average (rounded upward to the
         nearest whole multiple of 1/16 of 1% per annum, if such average is not
         such a multiple) of the rate per annum at which deposits in U.S.
         dollars offered by the principal office of each of the Reference Banks
         in London, England to prime banks in the London interbank market at
         11:00 A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to the amount that
         would be the Reference Banks' respective ratable shares of such
         Borrowing if such Borrowing were to be a Revolving Credit Borrowing to
         be outstanding during such Interest Period and for a period equal to
         such Interest Period by (b) a percentage equal to 100% minus the
         Eurodollar Rate Reserve Percentage for such Interest Period. If the Dow
         Jones Markets Telerate Page 3750 (or any successor page) is
         unavailable, the LIBO Rate for any Interest Period for each LIBO Rate
         Advance comprising part of the same Competitive Bid Borrowing shall be
         determined by the Agent on the basis of applicable rates furnished to
         and received by the Agent from the Reference Banks two Business Days
         before the first day of such Interest Period, subject, however, to the
         provisions of Section 2.08.

                  "LIBO Rate Advances" means a Competitive Bid Advance bearing
         interest based on the LIBO Rate.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, including, without limitation, the lien or
         retained security title of a conditional vendor and any easement, right
         of way or other encumbrance on title to real property; provided,
         however, that no transfer of assets that is treated as a sale in
         accordance with GAAP shall be deemed to constitute a Lien for purposes
         of this Agreement.

                  "Loan Document" means this Agreement and the Notes (if any).

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance or properties of the Borrower or the Borrower and its
         Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance or properties of the Borrower or the Borrower and its
         Subsidiaries taken as a whole, (b) the rights and remedies of the Agent
         or any Lender under this Agreement or any Note or (c) the ability of
         the Borrower to perform its obligations under this Agreement or any
         Note.

                                       8

<PAGE>

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

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one
         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Net Worth" means, on any date, all amounts which, in
         accordance with GAAP, would be included under stockholders' equity on a
         Consolidated balance sheet of the Borrower and its Subsidiaries at such
         date, adjusted to exclude (x) accumulated foreign currency translation
         adjustments, (y) accumulated losses related to Statement of Financial
         Accounting Standards No. 142 and No. 144 in an aggregate amount not to
         exceed $350,000,000 and (z) accumulated losses related to restructuring
         charges and operating expenses related to restructuring actions in an
         amount not to exceed $103,000,000 taken not later than December 31,
         2003, of which not more than $50,000,000 shall be cash charges and
         expenses.

                  "Note" means a Revolving Credit Note or a Competitive Bid
         Note.

                  "Notice of Competitive Bid Borrowing" has the meaning
         specified in Section 2.03(a).

                  "Notice of Revolving Credit Borrowing" has the meaning
         specified in Section 2.02(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).

                  "Permitted Liens" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than 60
         days; (c) pledges or deposits to secure obligations under workers'
         compensation laws or similar legislation or to secure public or
         statutory obligations; (d) easements, rights of way and other
         encumbrances on title to real property that do not render title to the
         property encumbered thereby unmarketable or materially adversely affect
         the use of such property for its present purposes and (e) Liens
         securing performance of bids, trade contracts (other than for borrowed
         money), leases, surety and appeal bonds, performance bonds and similar
         obligations incurred in the ordinary course of business.

                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Public Debt Rating" means, as of any date, the rating that
         has been most recently announced by either S&P or Moody's, as the case
         may be, for any class of non-credit enhanced long-term senior unsecured
         debt issued by the Borrower (and if either such rating agency has
         issued more than one such rating, the lowest thereof). For purposes of
         the foregoing, (a) if only one of S&P and Moody's shall have in effect
         a Public Debt Rating, the Applicable Margin, the Applicable Percentage
         and the Applicable Utilization Fee shall be determined by reference to
         the available rating; (b) if neither S&P nor Moody's shall have in
         effect a Public Debt Rating, the Applicable Margin, the Applicable
         Percentage and the Applicable Utilization Fee will be set in accordance
         with Level 6 under the definition of "Applicable

                                       9

<PAGE>

         Margin", "Applicable Percentage" or "Applicable Utilization Fee", as
         the case may be; (c) if the ratings established by S&P and Moody's
         shall fall within different levels, the Applicable Margin, the
         Applicable Percentage and the Applicable Utilization Fee shall be based
         upon the higher rating unless such ratings differ by two or more
         levels, in which case the applicable level will be deemed to be one
         level above the lower of such levels; (d) if any rating established by
         S&P or Moody's shall be changed, such change shall be effective as of
         the date on which such change is first announced publicly by the rating
         agency making such change; and (e) if S&P or Moody's shall change the
         basis on which ratings are established, each reference to the Public
         Debt Rating announced by S&P or Moody's, as the case may be, shall
         refer to the then equivalent rating by S&P or Moody's, as the case may
         be.

                  "Ratable Share" means, with respect to any Lender at any time,
         a fraction the numerator of which is such Lender's Revolving Credit
         Commitment at such time and the denominator of which is the Revolving
         Credit Facility at such time.

                  "Reference Banks" means Citibank, JPMorgan Chase Bank and
         Fleet National Bank.

                  "Register" has the meaning specified in Section 8.07(d).

                  "Required Lenders" means at any time Lenders owed at least a
         majority in interest of the then aggregate unpaid principal amount of
         the Revolving Credit Advances owing to Lenders, or, if no such
         principal amount is then outstanding, Lenders having at least a
         majority in interest of the Revolving Credit Commitments.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Revolving Credit Borrowing and refers to a Base
         Rate Advance or a Eurodollar Rate Advance (each of which shall be a
         "Type" of Revolving Credit Advance).

                  "Revolving Credit Borrowing" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by each of
         the Lenders pursuant to Section 2.01.

                  "Revolving Credit Commitment" means as to any Lender (a) the
         amount set forth opposite such Lender's name on the signature pages
         hereof under the caption "Revolving Credit Commitment", or (b) if such
         Lender has entered into any Assignment and Acceptance, the amount set
         forth for such Lender in the Register maintained by the Agent pursuant
         to Section 8.07(d) as such Lender's "Revolving Credit Commitment", as
         such amount may be reduced pursuant to Section 2.05.

                  "Revolving Credit Facility" means the aggregate of the
         Revolving Credit Commitments.

                  "Revolving Credit Note" means a promissory note of the
         Borrower payable to the order of any Lender, delivered pursuant to a
         request made under Section 2.16 in substantially the form of Exhibit
         A-1 hereto, evidencing the aggregate indebtedness of the Borrower to
         such Lender resulting from the Revolving Credit Advances made by such
         Lender.

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

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital

                                       10

<PAGE>

         stock having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "Term Loan Conversion Date" means the Termination Date on
         which all Revolving Credit Advances outstanding on such date are
         converted into term loans pursuant to Section 2.06.

                  "Term Loan Election" has the meaning specified in Section
         2.06.

                  "Term Loan Maturity Date" means the earlier of (a) the first
         anniversary of the Termination Date and (b) the date of termination in
         whole of the aggregate Commitments pursuant to Section 2.05 or 6.01.

                  "Termination Date" means the earlier of March 13, 2004 and the
         date of termination in whole of the Revolving Credit Commitments
         pursuant to Section 2.05(a) or 6.01.

                  "Unused Revolving Credit Commitment" means, with respect to
         any Lender at any time, (a) such Lender's Revolving Credit Commitment
         at such time minus (b) the sum of (i) the aggregate principal amount of
         all Revolving Credit Advances made by such Lender and outstanding at
         such time plus (ii) such Lender's Ratable Share of the aggregate
         principal amount of all Competitive Bid Advances outstanding at such
         time.

                  "Usage" means, at any time the sum of the aggregate principal
         amount of the Advances then outstanding.

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements of the Borrower as of December 31, 2001, as modified
by the Borrower's adoption of Statement of Financial Accounting Standards No.
142 and No. 144 ("GAAP").

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an
amount for each Revolving Credit Advance not to exceed such Lender's Unused
Revolving Credit Commitment. Each Revolving Credit Borrowing shall be in an
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and shall consist of Revolving Credit Advances of the same Type made on
the same day by the Lenders ratably according to their respective Revolving
Credit Commitments. Within the limits of each Lender's Unused Revolving Credit
Commitment, the Borrower may borrow under this Section 2.01(a), prepay pursuant
to Section 2.10 and reborrow under this Section 2.01(a).

                                       11

<PAGE>

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York
City time) on the date of the proposed Revolving Credit Borrowing in the case of
a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower
to the Agent, which shall give to each Lender prompt notice thereof by
telecopier or telex. Each such notice of a Revolving Credit Borrowing (a "Notice
of Revolving Credit Borrowing") shall be by telephone, confirmed immediately in
writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 12:00 noon (New York City time) on the date of such Revolving Credit
Borrowing make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account, in same day funds, such Lender's ratable portion
of such Revolving Credit Borrowing. After the Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Agent will make such funds available to the Borrower at the Agent's address
referred to in Section 8.02.

                  (b)      Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or
2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of
more than ten separate Revolving Credit Borrowings.

                  (c)      Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to
be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

                  (d)      Unless the Agent shall have received notice from a
Lender prior to the date of any Revolving Credit Borrowing that such Lender will
not make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Revolving Credit Advances comprising such Revolving Credit Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall
repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Revolving Credit Advance as part of such Revolving
Credit Borrowing for purposes of this Agreement.

                  (e)      The failure of any Lender to make the Revolving
Credit Advance to be made by it as part of any Revolving Credit Borrowing shall
not relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner

                                       12

<PAGE>

set forth below; provided that, following the making of each Competitive Bid
Borrowing, the aggregate Usage shall not exceed the Revolving Credit Facility.

                  (i)      The Borrower may request a Competitive Bid Borrowing
         under this Section 2.03 by delivering to the Agent, by telecopier or
         telex, a notice of a Competitive Bid Borrowing (a "Notice of
         Competitive Bid Borrowing"), in substantially the form of Exhibit B-2
         hereto, specifying therein the requested (v) date of such proposed
         Competitive Bid Borrowing, (w) aggregate amount of such proposed
         Competitive Bid Borrowing, (x) in the case of a Competitive Bid
         Borrowing consisting of LIBO Rate Advances, Interest Period, or in the
         case of a Competitive Bid Borrowing consisting of Fixed Rate Advances,
         maturity date for repayment of each Fixed Rate Advance to be made as
         part of such Competitive Bid Borrowing (which maturity date may not be
         earlier than the date occurring 7 days after the date of such
         Competitive Bid Borrowing or later than the earlier of (I) 180 days
         after the date of such Competitive Bid Borrowing and (II) the
         Termination Date), (y) interest payment date or dates relating thereto,
         and (z) other terms (if any) to be applicable to such Competitive Bid
         Borrowing, not later than 10:00 A.M. (New York City time) (A) at least
         one Business Day prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall specify in the Notice of Competitive
         Bid Borrowing that the rates of interest to be offered by the Lenders
         shall be fixed rates per annum (the Advances comprising any such
         Competitive Bid Borrowing being referred to herein as "Fixed Rate
         Advances") and (B) at least four Business Days prior to the date of the
         proposed Competitive Bid Borrowing, if the Borrower shall instead
         specify in the Notice of Competitive Bid Borrowing that the Advances
         comprising such Competitive Bid Borrowing shall be LIBO Rate Advances.
         Each Notice of Competitive Bid Borrowing shall be irrevocable and
         binding on the Borrower. The Agent shall in turn promptly notify each
         Lender of each request for a Competitive Bid Borrowing received by it
         from the Borrower by sending such Lender a copy of the related Notice
         of Competitive Bid Borrowing.

                  (ii)     Each Lender may, if, in its sole discretion, it
         elects to do so, irrevocably offer to make one or more Competitive Bid
         Advances to the Borrower as part of such proposed Competitive Bid
         Borrowing at a rate or rates of interest specified by such Lender in
         its sole discretion, by notifying the Agent (which shall give prompt
         notice thereof to the Borrower), (A) before 9:30 A.M. (New York City
         time) on the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of Fixed Rate Advances
         and (B) before 10:00 A.M. (New York City time) three Business Days
         before the date of such proposed Competitive Bid Borrowing, in the case
         of a Competitive Bid Borrowing consisting of LIBO Rate Advances of the
         minimum amount and maximum amount of each Competitive Bid Advance which
         such Lender would be willing to make as part of such proposed
         Competitive Bid Borrowing (which amounts may, subject to the proviso to
         the first sentence of this Section 2.03(a), exceed such Lender's
         Revolving Credit Commitment, if any), the rate or rates of interest
         therefor and such Lender's Applicable Lending Office with respect to
         such Competitive Bid Advance; provided that if the Agent in its
         capacity as a Lender shall, in its sole discretion, elect to make any
         such offer, it shall notify the Borrower of such offer at least 30
         minutes before the time and on the date on which notice of such
         election is to be given to the Agent, by the other Lenders. If any
         Lender shall elect not to make such an offer, such Lender shall so
         notify the Agent before 10:00 A.M. (New York City time) on the date on
         which notice of such election is to be given to the Agent by the other
         Lenders, and such Lender shall not be obligated to, and shall not, make
         any Competitive Bid Advance as part of such Competitive Bid Borrowing;
         provided that the failure by any Lender to give such notice shall not
         cause such Lender to be obligated to make any Competitive Bid Advance
         as part of such proposed Competitive Bid Borrowing.

                  (iii)    The Borrower shall, in turn, (A) before 10:30 A.M.
         (New York City time) on the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         Fixed Rate Advances and (B) before 11:00 A.M. (New York City time)
         three Business Days before the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances, either:

                           (x)      cancel such Competitive Bid Borrowing by
                  giving the Agent notice to that effect, or

                                       13

<PAGE>

                           (y)      accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Agent of the amount
                  of each Competitive Bid Advance (which amount shall be equal
                  to or greater than the minimum amount, and equal to or less
                  than the maximum amount, notified to the Borrower by the Agent
                  on behalf of such Lender for such Competitive Bid Advance
                  pursuant to paragraph (ii) above) to be made by each Lender as
                  part of such Competitive Bid Borrowing, and reject any
                  remaining offers made by Lenders pursuant to paragraph (ii)
                  above by giving the Agent notice to that effect. The Borrower
                  shall accept the offers made by any Lender or Lenders to make
                  Competitive Bid Advances in order of the lowest to the highest
                  rates of interest offered by such Lenders. If two or more
                  Lenders have offered the same interest rate, the amount to be
                  borrowed at such interest rate will be allocated among such
                  Lenders in proportion to the amount that each such Lender
                  offered at such interest rate.

                  (iv)     If the Borrower notifies the Agent that such
         Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
         above, the Agent shall give prompt notice thereof to the Lenders and
         such Competitive Bid Borrowing shall not be made.

                  (v)      If the Borrower accepts one or more of the offers
         made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the
         Agent shall in turn promptly notify (A) each Lender that has made an
         offer as described in paragraph (ii) above, of the date and aggregate
         amount of such Competitive Bid Borrowing and whether or not any offer
         or offers made by such Lender pursuant to paragraph (ii) above have
         been accepted by the Borrower, (B) each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing, of
         the amount of each Competitive Bid Advance to be made by such Lender as
         part of such Competitive Bid Borrowing, and (C) each Lender that is to
         make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, upon receipt, that the Agent has received forms of documents
         appearing to fulfill the applicable conditions set forth in Article
         III. Each Lender that is to make a Competitive Bid Advance as part of
         such Competitive Bid Borrowing shall, before 12:00 noon (New York City
         time) on the date of such Competitive Bid Borrowing specified in the
         notice received from the Agent pursuant to clause (A) of the preceding
         sentence or any later time when such Lender shall have received notice
         from the Agent pursuant to clause (C) of the preceding sentence, make
         available for the account of its Applicable Lending Office to the Agent
         at the Agent's Account, in same day funds, such Lender's portion of
         such Competitive Bid Borrowing. Upon fulfillment of the applicable
         conditions set forth in Article III and after receipt by the Agent of
         such funds, the Agent will make such funds available to the Borrower at
         the Agent's address referred to in Section 8.02. Promptly after each
         Competitive Bid Borrowing the Agent will notify each Lender of the
         amount of the Competitive Bid Borrowing and the dates upon which such
         Competitive Bid Borrowing commenced and will terminate.

                  (vi)     If the Borrower notifies the Agent that it accepts
         one or more of the offers made by any Lender or Lenders pursuant to
         paragraph (iii)(y) above, such notice of acceptance shall be
         irrevocable and binding on the Borrower. The Borrower shall indemnify
         each Lender against any loss, cost or expense incurred by such Lender
         as a result of any failure to fulfill on or before the date specified
         in the related Notice of Competitive Bid Borrowing for such Competitive
         Bid Borrowing the applicable conditions set forth in Article III,
         including, without limitation, any loss (excluding loss of anticipated
         profits), cost or expense incurred by reason of the liquidation or
         reemployment of deposits or other funds acquired by such Lender to fund
         the Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing when such Competitive Bid Advance, as a
         result of such failure, is not made on such date.

                  (b)      Each Competitive Bid Borrowing shall be in an
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and, following the making of each Competitive Bid Borrowing, the
Borrower shall be in compliance with the limitation set forth in the proviso to
the first sentence of subsection (a) above.

                  (c)      Within the limits and on the conditions set forth in
this Section 2.03, the Borrower may from time to time borrow under this Section
2.03, repay or prepay pursuant to subsection (d) below, and reborrow

                                       14

<PAGE>

under this Section 2.03, provided that a Competitive Bid Borrowing shall not be
made within three Business Days of the date of any other Competitive Bid
Borrowing.

                  (d)      The Borrower shall repay to the Agent for the account
of each Lender that has made a Competitive Bid Advance, on the maturity date of
each Competitive Bid Advance (such maturity date being that specified by the
Borrower for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance. The Borrower
shall have no right to prepay any principal amount of any Competitive Bid
Advance unless, and then only on the terms, specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Note evidencing such Competitive Bid Advance.

                  (e)      The Borrower shall pay interest on the unpaid
principal amount of each Competitive Bid Advance from the date of such
Competitive Bid Advance to the date the principal amount of such Competitive Bid
Advance is repaid in full, at the rate of interest for such Competitive Bid
Advance specified by the Lender making such Competitive Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by the Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above, as provided in the Competitive
Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during
the continuance of an Event of Default under Section 6.01(a), the Borrower shall
pay interest on the amount of unpaid principal of and interest on each
Competitive Bid Advance owing to a Lender, payable in arrears on the date or
dates interest is payable thereon, at a rate per annum equal at all times to 2%
per annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive
Bid Advance unless otherwise agreed in such Competitive Bid Note.

                  (f)      The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Revolving Credit Commitment from the Effective Date in
the case of each Initial Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing March
31, 2003, and on the Termination Date.

                  (b)      Agent's Fees. The Borrower shall pay to the Agent for
its own account such fees as may from time to time be agreed between the
Borrower and the Agent.

                  SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Agent, to terminate in whole or permanently reduce ratably in part
the unused portions of the respective Unused Revolving Credit Commitments of the
Lenders, provided that each partial reduction shall be in the aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (b)      Mandatory. On the Termination Date and, if the
         Borrower has made the Term Loan Election in accordance with Section
         2.06 prior to such date, from time to time thereafter upon each
         prepayment of the Revolving Credit Advances pursuant to Section 2.10,
         the Commitments of the Lenders shall be automatically and permanently
         reduced on a pro rata basis by an amount equal to the amount by which
         (i) the aggregate Commitments immediately prior to such reduction
         exceeds (ii) the aggregate unpaid principal amount of all Revolving
         Credit Advances outstanding at such time.

                  SECTION 2.06. Repayment of Revolving Credit Advances. The
Borrower shall, subject to the next succeeding sentence, repay to the Agent for
the ratable account of the Lenders on the Termination Date the

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aggregate principal amount of the Revolving Credit Advances then outstanding.
The Borrower may, upon not less than 15 days' notice to the Agent, elect (the
"Term Loan Election") to convert all of the Revolving Credit Advances
outstanding on the Termination Date in effect at such time into term loans which
the Borrower shall repay in full ratably to the Lenders on the Term Loan
Maturity Date; provided that the conditions set forth in Section 3.02 have been
satisfied. All Revolving Credit Advances converted into term loans pursuant to
this Section 2.06 shall continue to constitute Revolving Credit Advances except
that the Borrower may not reborrow pursuant to Section 2.01 after all or any
portion of such Revolving Credit Advances have been prepaid pursuant to Section
2.10.

                  SECTION 2.07. Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i)      Base Rate Advances. During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the sum of (x) the Base Rate in effect from time to time plus (y) the
         Applicable Margin in effect from time to time plus (z) the Applicable
         Utilization Fee in effect from time to time, payable in arrears
         quarterly on the last day of each March, June, September and December
         during such periods and on the date such Base Rate Advance shall be
         Converted or paid in full.

                  (ii)     Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Revolving Credit Advance to
         the sum of (x) the Eurodollar Rate for such Interest Period for such
         Revolving Credit Advance plus (y) the Applicable Margin in effect from
         time to time plus (z) the Applicable Utilization Fee in effect from
         time to time, payable in arrears on the last day of such Interest
         Period and, if such Interest Period has a duration of more than three
         months, on each day that occurs during such Interest Period every three
         months from the first day of such Interest Period and on the date such
         Eurodollar Rate Advance shall be Converted or paid in full.

                  (b)      Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Agent may, and
upon the request of the Required Lenders shall, require the Borrower to pay
interest ("Default Interest") on (i) the unpaid principal amount of each
Revolving Credit Advance owing to each Lender, payable in arrears on the dates
referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on such
Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to
the fullest extent permitted by law, the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable in arrears on the
date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on
Base Rate Advances pursuant to clause (a)(i) above, provided, however, that
following acceleration of the Advances pursuant to Section 6.01, Default
Interest shall accrue and be payable hereunder whether or not previously
required by the Agent.

                  SECTION 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate and each LIBO Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such
interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).

                  (b)      If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Agent that the Eurodollar Rate for any Interest
Period for such Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurodollar

                                       16

<PAGE>

Rate Advances shall be suspended until the Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

                  (c)      If the Borrower shall fail to select the duration of
any Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Agent will forthwith so notify the Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.

                  (d)      On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $10,000,000, such Advances
shall automatically Convert into Base Rate Advances.

                  (e)      Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

                  (f)      If Telerate Markets Page 3750 is unavailable and
fewer than two Reference Banks furnish timely information to the Agent for
determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or
LIBO Rate Advances, as the case may be,

                  (i)      the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances or LIBO Rate Advances, as the case may be,

                  (ii)     with respect to Eurodollar Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Advance (or if such
         Advance is then a Base Rate Advance, will continue as a Base Rate
         Advance), and

                  (iii)    the obligation of the Lenders to make Eurodollar Rate
         Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
         into Eurodollar Rate Advances shall be suspended until the Agent shall
         notify the Borrower and the Lenders that the circumstances causing such
         suspension no longer exist.

                  SECTION 2.09. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.08 and 2.12, Convert all Revolving Credit Advances of one Type comprising the
same Borrowing into Revolving Credit Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result
in more separate Revolving Credit Borrowings than permitted under Section
2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

                  SECTION 2.10. Prepayments of Revolving Credit Advances. (a)
Optional. The Borrower may, upon notice at least three Business Days' prior to
the date of such prepayment, in the case of Eurodollar Rate Advances, and not
later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given, the
Borrower shall prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof

                                       17

<PAGE>

and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 8.04(c).

                  (b)      Mandatory. The Borrower shall, on each Business Day,
prepay an aggregate principal amount of the Revolving Credit Advances comprising
part of the same Revolving Credit Borrowing equal to the amount by which the
aggregate principal amount of the Advances then outstanding exceeds the
Revolving Credit Facility on such Business Day.

                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances
(excluding for purposes of this Section 2.11 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state under the laws of
which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrower shall from time to time, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided, however, that before making any
such demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the Borrower
and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

                  (b)      If any Lender determines that compliance with any law
or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of such type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

                  (c)      Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 2.11 shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate such Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the event giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided, further that, if the event giving rise to such increased costs or
reductions is retroactive, then the 180 day period referred to above shall be
extended to include the period of retroactive effect thereof.

                  SECTION 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or
to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder,
(a) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, will
automatically, at the end of the applicable Interest Period then in effect if
permitted and otherwise upon such demand, Convert into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the
case may be, and (b) the obligation of the Lenders to make Eurodollar Rate
Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided, however, that before making any such demand,

                                       18

<PAGE>

each Lender agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Eurocurrency Lending Office if the making of such a designation would allow such
Lender or its Eurocurrency Lending Office to continue to perform its obligations
to make Eurocurrency Rate Advances or to continue to fund or maintain
Eurocurrency Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

                  SECTION 2.13. Payments and Computations. (a) The Borrower
shall make each payment hereunder, irrespective of any right of counterclaim or
set-off, not later than 11:00 A.M. (New York City time) on the day when due in
U.S. dollars to the Agent at the Agent's Account in same day funds. The Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or facility fees ratably (other than amounts
payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

                  (b)      All computations of interest based on the Base Rate
shall be made by the Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurodollar Rate, the
LIBO Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of
facility fees shall be made by the Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or facility fees
are payable. Each determination by the Agent of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

                  (c)      Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or facility fee,
as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate
Advances to be made in the next following calendar month, such payment shall be
made on the next preceding Business Day.

                  (d)      Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at the Federal Funds Rate.

                  SECTION 2.14. Taxes. (a) Any and all payments by the Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future withholding
taxes, including levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, taxes imposed on its overall net income, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note or any other

                                       19

<PAGE>

documents to be delivered hereunder to any Lender or the Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.14) such Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

                  (b)      In addition, the Borrower shall pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or under the Notes
or any other documents to be delivered hereunder or from the execution, delivery
or registration of, performing under, or otherwise with respect to, this
Agreement or the Notes or any other documents to be delivered hereunder, but
excluding all other United States federal taxes other than withholding taxes
(hereinafter referred to as "Other Taxes").

                  (c)      The Borrower shall indemnify each Lender and the
Agent for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.14) imposed on or paid by
such Lender or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Lender or
the Agent (as the case may be) makes written demand therefor.

                  (d)      Within 30 days after the date of any payment of
Taxes, the Borrower shall furnish to the Agent, at its address referred to in
Section 8.02, the original or a certified copy of a receipt evidencing such
payment to the extent such a receipt is issued therefor, or other written proof
of payment thereof that is reasonably satisfactory to the Agent. In the case of
any payment hereunder or under the Notes or any other documents to be delivered
hereunder by or on behalf of the Borrower through an account or branch outside
the United States or by or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no Taxes are payable in
respect thereof, the Borrower shall furnish, or shall cause such payor to
furnish, to the Agent, at such address, an opinion of counsel acceptable to the
Agent stating that such payment is exempt from Taxes. For purposes of this
subsection (d) and subsection (e), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the Internal
Revenue Code.

                  (e)      Each Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Initial Lender and on the
date of the Assumption Agreement or the Assignment and Acceptance pursuant to
which it becomes a Lender in the case of each other Lender, and from time to
time thereafter as reasonably requested in writing by the Borrower (but only so
long as such Lender remains lawfully able to do so), shall provide each of the
Agent and the Borrower with two original Internal Revenue Service forms W-8BEN
or W-8ECI, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, certifying that such Lender is exempt from or entitled
to a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes. If the form provided by a Lender at the time such Lender
first becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; provided, however, that, if at the date of the Assignment
and Acceptance pursuant to which a Lender assignee becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrower and shall not be obligated to include in such form or document such
confidential information.

                  (f)      For any period with respect to which a Lender has
failed to provide the Borrower with the appropriate form, certificate or other
document described in Section 2.14(e) (other than if such failure is due to a

                                       20

<PAGE>

change in law, or in the interpretation or application thereof, occurring
subsequent to the date on which a form, certificate or other document originally
was required to be provided, or if such form, certificate or other document
otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a
form, certificate or other document required hereunder, the Borrower shall take
such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.

                  SECTION 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.15 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Revolving Credit
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the Agent)
to the effect that a Revolving Credit Note is required or appropriate in order
for such Lender to evidence (whether for purposes of pledge, enforcement or
otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a
Revolving Credit Note payable to the order of such Lender in a principal amount
up to the Revolving Credit Commitment of such Lender.

                  (b)      The Register maintained by the Agent pursuant to
Section 8.07(d) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii)
the terms of each Assignment and Acceptance delivered to and accepted by it,
(iii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iv) the amount of
any sum received by the Agent from the Borrower hereunder and each Lender's
share thereof.

                  (c)      Entries made in good faith by the Agent in the
Register pursuant to subsection (b) above, and by each Lender in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case
of such account or accounts, such Lender, under this Agreement, absent manifest
error; provided, however, that the failure of the Agent or such Lender to make
an entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries.

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<PAGE>

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

                  (a)      There shall have occurred no Material Adverse Change
         since December 31, 2002.

                  (b)      There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably expected to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Agreement or any Note or the
         consummation of the transactions contemplated hereby.

                  (c)      Nothing shall have come to the attention of the
         Lenders during the course of their due diligence investigation to lead
         them to believe that the Information Memorandum was or has become
         misleading, incorrect or incomplete in any material respect; without
         limiting the generality of the foregoing, the Lenders shall have been
         given such access to the management, records, books of account,
         contracts and properties of the Borrower and its Subsidiaries as they
         shall have requested.

                  (d)      All governmental and third party consents and
         approvals necessary in connection with the transactions contemplated
         hereby shall have been obtained (without the imposition of any
         conditions that are not acceptable to the Lenders) and shall remain in
         effect, and no law or regulation shall be applicable in the reasonable
         judgment of the Lenders that restrains, prevents or imposes materially
         adverse conditions upon the transactions contemplated hereby.

                  (e)      The Borrower shall have notified the Agent, who will
         promptly notify each Lender, in writing as to the proposed Effective
         Date.

                  (f)      The Borrower shall have paid all accrued fees and
         expenses of the Agent and the Lenders (including the accrued fees and
         expenses of counsel to the Agent).

                  (g)      On the Effective Date, the following statements shall
         be true and the Agent shall have received for the account of each
         Lender a certificate signed by a duly authorized officer of the
         Borrower, dated the Effective Date, stating that:

                           (i)      The representations and warranties contained
                  in Section 4.01 are correct on and as of the Effective Date,

                           (ii)     No event has occurred and is continuing that
                  constitutes a Default, and

                           (iii)    The Borrower has terminated the commitments
                  of the lenders and repaid or prepaid in full all amounts
                  outstanding the 364-Day Revolving Credit Agreement dated as of
                  May 29, 2002 among the Borrower, the lenders parties thereto
                  and Citibank, N.A., as agent.

                           By execution of this Agreement, each of the Lenders
                  that is a lender under the credit agreement referred to in
                  clause (iii) above hereby waives the requirement set forth in
                  Section 2.05 of such credit agreement of three business days'
                  prior notice to the termination of their commitments
                  thereunder.

                  (h)      The Agent shall have received on or before the
         Effective Date the following, each dated such day, in form and
         substance satisfactory to the Agent and (except for the Revolving
         Credit Notes) in sufficient copies for each Lender:

                                       22

<PAGE>

                           (i)      The Revolving Credit Notes to the order of
                  the Lenders to the extent requested by any Lender pursuant to
                  Section 2.16.

                           (ii)     Certified copies of the resolutions of the
                  Board of Directors of the Borrower approving the Loan
                  Documents, and of all documents evidencing other necessary
                  corporate action and governmental approvals, if any, with
                  respect to the Loan Documents.

                           (iii)    A certificate of the Secretary or an
                  Assistant Secretary of the Borrower certifying the names and
                  true signatures of the officers of the Borrower authorized to
                  sign the Loan Documents and the other documents to be
                  delivered hereunder.

                           (iv)     A favorable opinion of each of Jane G.
                  Davis, Vice President, Secretary and General Counsel of the
                  Borrower, and Miles & Stockbridge P.C., counsel for the
                  Borrower, substantially in the form of Exhibit D-1 and Exhibit
                  D-2 hereto, respectively, and as to such other matters as any
                  Lender through the Agent may reasonably request.

                           (v)      A favorable opinion of Shearman & Sterling,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                  SECTION 3.02. Conditions Precedent to Each Revolving Credit
Borrowing and the Term Loan Conversion Date. The obligation of each Lender to
make a Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing and the effectiveness of the Term Loan Election pursuant to Section
2.06 shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Revolving Credit Borrowing or on the Term
Loan Conversion Date, as the case may be, (a) the following statements shall be
true (and each of the giving of the applicable Notice of Revolving Credit
Borrowing, notice of Term Loan Election and the acceptance by the Borrower of
the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
or the Term Loan Conversion Date such statements are true):

                  (i)      the representations and warranties contained in
         Section 4.01 (except, in the case of Revolving Credit Borrowings, the
         representations set forth in the last sentence of subsection (e)
         thereof and in subsection (f)(i) thereof) are correct on and as of such
         date, before and after giving effect to such Revolving Credit Borrowing
         and to the application of the proceeds therefrom or to the Term Loan
         Election, as the case may be, as though made on and as of such date,
         and

                  (ii)     no event has occurred and is continuing, or would
         result from such Revolving Credit Borrowing or from the application of
         the proceeds therefrom or from the effectiveness of the Term Loan
         Election, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):

                                       23

<PAGE>

                  (a)      the representations and warranties contained in
         Section 4.01 (except the representations set forth in the last sentence
         of subsection (e) thereof and in subsection (f)(i) thereof) are correct
         on and as of the date of such Competitive Bid Borrowing, before and
         after giving effect to such Competitive Bid Borrowing and to the
         application of the proceeds therefrom, as though made on and as of such
         date,

                  (b)      no event has occurred and is continuing, or would
         result from such Competitive Bid Borrowing or from the application of
         the proceeds therefrom, that constitutes a Default, and

                  (c)      no event has occurred and no circumstance exists as a
         result of which the information concerning the Borrower that has been
         provided to the Agent and each Lender by the Borrower in connection
         herewith would include an untrue statement of a material fact or omit
         to state any material fact or any fact necessary to make the statements
         contained therein, in the light of the circumstances under which they
         were made, not misleading.

                  SECTION 3.04. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a)      The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.

                  (b)      The execution, delivery and performance by the
         Borrower of the Loan Documents and the consummation of the transactions
         contemplated hereby, are within the Borrower's corporate powers, have
         been duly authorized by all necessary corporate action, and do not
         contravene (i) the Borrower's charter or by-laws or (ii) law or any
         contractual restriction binding on or affecting the Borrower.

                  (c)      No authorization or approval or other action by, and
         no notice to or filing with, any governmental authority or regulatory
         body or any other third party is required for the due execution,
         delivery and performance by the Borrower of the Loan Documents.

                  (d)      This Agreement has been, and each of the other Loan
         Documents when delivered hereunder will have been, duly executed and
         delivered by the Borrower. This Agreement is, and each of the other
         Loan Documents when delivered hereunder will be, the legal, valid and
         binding obligation of the Borrower enforceable against the Borrower in
         accordance with their respective 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).

                  (e)      The Consolidated balance sheet of the Borrower and
         its Subsidiaries as at December 31, 2002, and the related Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of KPMG LLP, independent public accountants, fairly present the
         Consolidated financial condition of the Borrower and its Subsidiaries
         as at such date and the Consolidated results of the operations of the
         Borrower and its Subsidiaries for the period

                                       24

<PAGE>

         ended on such date, all in accordance with generally accepted
         accounting principles consistently applied. Since December 31, 2002,
         there has been no Material Adverse Change.

                  (f)      There is no pending or, to the knowledge of the
         Borrower, threatened action, suit, investigation, litigation or
         proceeding, including, without limitation, any Environmental Action,
         affecting the Borrower or any of its Subsidiaries before any court,
         governmental agency or arbitrator that (i) could be reasonably expected
         to have a Material Adverse Effect or (ii) purports to affect the
         legality, validity or enforceability of this Agreement or any Note or
         the consummation of the transactions contemplated hereby.

                  (g)      The Borrower is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         (within the meaning of Regulation U issued by the Board of Governors of
         the Federal Reserve System), and no proceeds of any Advance will be
         used to purchase or carry any margin stock or to extend credit to
         others for the purpose of purchasing or carrying any margin stock.

                  (h)      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.

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will:

                  (a)      Compliance with Laws, Etc. Comply, and cause each of
         its Subsidiaries to comply, in all material respects, with all
         applicable laws, rules, regulations and orders, such compliance to
         include, without limitation, compliance with ERISA and Environmental
         Laws.

                  (b)

                  Payment of Taxes, Etc. Pay and discharge, and cause each of
         its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that (i) does not singly or in the
         aggregate exceed $25,000,000 or (ii) is being contested in good faith
         and by proper proceedings and as to which appropriate reserves are
         being maintained, unless and until any Lien resulting therefrom
         attaches to its property and becomes enforceable against its other
         creditors.

                  (c)      Maintenance of Insurance. Maintain, and cause each of
         its Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates.

                  (d)      Preservation of Corporate Existence, Etc. Preserve
         and maintain, and cause each of its Subsidiaries to preserve and
         maintain, its corporate existence, rights (charter and statutory) and
         franchises; provided, however, that (i) the Borrower and its
         Subsidiaries may consummate any transaction permitted under Section
         5.02(b), (ii) any Subsidiary the aggregate book value of the assets of
         which is less than $65,000,000 will not be subject to this Section
         5.01(d) and (iii) neither the Borrower nor any of its Subsidiaries
         shall be required to preserve any right or franchise or, in the case of
         any immaterial Subsidiary, its existence, if the Borrower or such
         Subsidiary shall determine that the preservation thereof is no longer
         desirable in the conduct of the business of the Borrower or such
         Subsidiary, as the case may be, and that the loss thereof is not
         disadvantageous in any material respect to the Borrower, such
         Subsidiary or the Lenders.

                                       25

<PAGE>

                  (e)      Visitation Rights. At any reasonable time and from
         time to time upon reasonable notice, permit the Agent or any of the
         Lenders or any agents or representatives thereof, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Borrower and any of its Subsidiaries, and
         to discuss the affairs, finances and accounts of the Borrower and any
         of its Subsidiaries with any of their officers or directors and with
         their independent certified public accountants.

                  (f)      Keeping of Books. Keep, and cause each of its
         Subsidiaries to keep, proper books of record and account, in which full
         and correct entries shall be made of all financial transactions and the
         assets and business of the Borrower and each such Subsidiary in
         accordance with generally accepted accounting principles in effect from
         time to time.

                  (g)      Maintenance of Properties, Etc. Maintain and
         preserve, and cause each of its Subsidiaries to maintain and preserve,
         all of its material properties that are used or useful in the conduct
         of its business in good working order and condition, ordinary wear and
         tear excepted.

                  (h)      Transactions with Affiliates. Conduct, and cause each
         of its Subsidiaries to conduct, all transactions otherwise permitted
         under this Agreement with any of their Affiliates (other than the
         Borrower and its Subsidiaries) on terms that are fair and reasonable
         and no less favorable to the Borrower or such Subsidiary than it would
         obtain in a comparable arm's-length transaction with a Person not an
         Affiliate, except for transactions with joint ventures in which the
         Borrower owns, directly or indirectly, an interest of at least 20%,
         which could not, singly or in the aggregate, reasonably be expected to
         have a Material Adverse Effect.

                  (i)      Reporting Requirements. Furnish to the Lenders:

                           (i)      as soon as available and in any event within
                  45 days after the end of each of the first three quarters of
                  each fiscal year of the Borrower, the Consolidated balance
                  sheet of the Borrower and its Subsidiaries as of the end of
                  such quarter and Consolidated statements of income and cash
                  flows of the Borrower and its Subsidiaries for the period
                  commencing at the end of the previous fiscal year and ending
                  with the end of such quarter, duly certified (subject to
                  year-end audit adjustments) by the chief financial officer or
                  treasurer of the Borrower as having been prepared in
                  accordance with generally accepted accounting principles and
                  certificates of the chief financial officer or treasurer of
                  the Borrower as to compliance with the terms of this Agreement
                  and setting forth in reasonable detail the calculations
                  necessary to demonstrate compliance with Section 5.03,
                  provided that in the event of any change in generally accepted
                  accounting principles used in the preparation of such
                  financial statements, the Borrower shall also provide, if
                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                           (ii)     as soon as available and in any event within
                  90 days after the end of each fiscal year of the Borrower, a
                  copy of the annual audit report for such year for the Borrower
                  and its Subsidiaries, containing the Consolidated balance
                  sheet of the Borrower and its Subsidiaries as of the end of
                  such fiscal year and Consolidated statements of income and
                  cash flows of the Borrower and its Subsidiaries for such
                  fiscal year, in each case accompanied by an opinion without a
                  "going concern" or like qualification or exception, or
                  qualification arising out of the scope of the audit,
                  acceptable to the Required Lenders by KPMG LLP or other
                  independent public accountants of nationally recognized
                  standing and certificates of the chief financial officer or
                  treasurer of the Borrower as to compliance with the terms of
                  this Agreement and setting forth in reasonable detail the
                  calculations necessary to demonstrate compliance with Section
                  5.03, provided that in the event of any change in generally
                  accepted accounting principles used in the preparation of such
                  financial statements, the Borrower shall also provide, if
                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                                       26

<PAGE>

                           (iii)    as soon as possible and in any event within
                  five days after the occurrence of each Default continuing on
                  the date of such statement, a statement of the chief financial
                  officer or treasurer of the Borrower setting forth details of
                  such Default and the action that the Borrower has taken and
                  proposes to take with respect thereto;

                           (iv)     promptly after the sending or filing
                  thereof, copies of all reports that the Borrower sends to any
                  of its securityholders, and copies of all reports and
                  registration statements that the Borrower or any Subsidiary
                  files with the Securities and Exchange Commission;

                           (v)      promptly after the commencement (or, if
                  later, promptly after the Borrower becomes aware) thereof,
                  notice of all actions and proceedings before any court,
                  governmental agency or arbitrator affecting the Borrower or
                  any of its Subsidiaries of the type described in Section
                  4.01(f);

                           (vi)     promptly after the Borrower becomes aware
                  thereof, notice of a development or event which could
                  reasonably be expected to have a Material Adverse Effect; and

                           (vii)    such other information respecting the
                  Borrower or any of its Subsidiaries as any Lender through the
                  Agent may from time to time reasonably request.

                  (j)      Change in Nature of Business. Continue, and cause its
         Subsidiaries to continue, to engage in business of the same general
         type as conducted by it and its Subsidiaries, taken as a whole, on the
         date hereof.

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:

                  (a)      Liens, Etc. Create or suffer to exist, or permit any
         of its Subsidiaries to create or suffer to exist, any Lien on or with
         respect to any of its properties, whether now owned or hereafter
         acquired, or assign, or permit any of its Subsidiaries to assign, any
         right to receive income, other than:

                           (i)      Permitted Liens and Liens on assets of
                  Subsidiaries of the Borrower for the benefit of other
                  Subsidiaries of the Borrower or for the benefit of the
                  Borrower,

                           (ii)     purchase money Liens upon or in any assets
                  acquired or held by the Borrower or any Subsidiary in the
                  ordinary course of business to secure the purchase price of
                  such assets or to secure Debt incurred solely for the purpose
                  of financing the acquisition of such assets, or Liens existing
                  on such assets at the time of or substantially
                  contemporaneously with its acquisition (other than any such
                  Liens created in contemplation of such acquisition that were
                  not incurred to finance the acquisition of such assets) or
                  extensions, renewals or replacements of any of the foregoing
                  for the same or a lesser amount, provided, however, that no
                  such Lien shall extend to or cover any properties of any
                  character other than the assets being acquired, and no such
                  extension, renewal or replacement shall extend to or cover any
                  properties not theretofore subject to the Lien being extended,
                  renewed or replaced.

                           (iii)    the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,

                           (iv)     Liens on property of a Person existing at
                  the time such Person is merged into or consolidated with the
                  Borrower or any Subsidiary of the Borrower or becomes a
                  Subsidiary of the Borrower; provided that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Borrower
                  or such Subsidiary or acquired by the Borrower or such
                  Subsidiary,

                                       27

<PAGE>

                           (v)      the replacement, extension or renewal of any
                  Lien permitted by clause (iii) or (iv) above upon or in the
                  same property theretofore subject thereto or the replacement,
                  extension or renewal (without increase in the amount or change
                  in any direct or contingent obligor) of the Debt secured
                  thereby,

                           (vi)     Liens on any capital stock which is not
                  Voting Stock, and on not more than 20% of the Voting Stock, of
                  any Foreign Subsidiary securing Debt of the Borrower or any
                  Foreign Subsidiary in an aggregate amount at any time
                  outstanding for the Borrower and all Foreign Subsidiaries not
                  to exceed 25% of Net Worth; and

                           (vii)    Liens not otherwise permitted by this
                  Section 5.02(a) securing obligations in an aggregate amount
                  not to exceed 10% of Net Worth.

                  (b)      Mergers, Etc. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any of its Subsidiaries to do so, except that (i) any Subsidiary
         of the Borrower may merge or consolidate with or into, or dispose of
         assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of
         the Borrower may merge into or dispose of assets to the Borrower and
         (iii) any Subsidiary of the Borrower may sell, lease, transfer or
         otherwise dispose of any or all of its assets in connection with an
         investment in a joint venture engaged in a business of the same general
         type as that engaged in by the Borrower and its Subsidiaries, provided,
         in each case, that no Default shall have occurred and be continuing at
         the time of such proposed transaction or would result therefrom and
         provided, further, that any Subsidiary of the Borrower the then
         aggregate book value of the assets of which is less than $65,000,000
         shall not be subject to this Section 5.02(b).

                  (c)      Accounting Changes. Make or permit, or permit any of
         its Subsidiaries to make or permit, any change in accounting policies
         or reporting practices, except as required or permitted by generally
         accepted accounting principles.

                  SECTION 5.03. Financial Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will:

                  (a)      Interest Coverage Ratio. Maintain a ratio of
         Consolidated EBITDA of the Borrower and its Subsidiaries for the period
         of four fiscal quarters most recently ended to Consolidated interest
         expense of the Borrower and its Subsidiaries for that period as
         reported on the Consolidated statements of income (or comparable
         statement) of not less than 3.50 : 1.00

                  (b)      Covenant Debt to Capital. Maintain a ratio of
         Consolidated Covenant Debt to the sum of Consolidated Covenant Debt
         plus Net Worth of not greater than the ratio set forth below measured
         as of the end of each fiscal quarter during the year set forth below:

<TABLE>
<CAPTION>
Year                         Ratio
-------------------------------------
<S>                       <C>
2003                      0.52 : 1.00

2004 and thereafter       0.50 : 1.00
</TABLE>

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                                       28

<PAGE>

                  (a)      The Borrower shall fail to pay any principal of any
         Advance when the same becomes due and payable; or the Borrower shall
         fail to pay any interest on any Advance or make any other payment of
         fees or other amounts payable under this Agreement or any Note within
         five Business Days after the same becomes due and payable; or

                  (b)      Any representation or warranty made by the Borrower
         herein or by the Borrower (or any of its officers) in connection with
         this Agreement shall prove to have been incorrect in any material
         respect when made; or

                  (c)      (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 5.01(d), (e), (h) or
         (i), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or
         observe any other term, covenant or agreement contained in this
         Agreement on its part to be performed or observed if such failure shall
         remain unremedied for 30 days after written notice thereof shall have
         been given to the Borrower by the Agent or any Lender; or

                  (d)      The Borrower or any of its Subsidiaries shall fail to
         pay any principal of or premium or interest on any Debt that is
         outstanding in a principal or notional amount of at least $25,000,000
         in the aggregate (but excluding Debt outstanding hereunder) of the
         Borrower or such Subsidiary (as the case may be), when the same becomes
         due and payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument relating to such Debt; or any other event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such event
         or condition is to accelerate, or to permit the acceleration of, the
         maturity of such Debt; or any such Debt shall be declared to be due and
         payable, or required to be prepaid or redeemed (other than by a
         regularly scheduled required prepayment or redemption), purchased or
         defeased, or an offer to prepay, redeem, purchase or defease such Debt
         shall be required to be made, in each case prior to the stated maturity
         thereof; or

                  (e)      The Borrower or any of its Subsidiaries shall
         generally not pay its debts as such debts become due, or shall admit in
         writing its inability to pay its debts generally, or shall make a
         general assignment for the benefit of creditors; or any proceeding
         shall be instituted by or against the Borrower or any of its
         Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
         seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its debts under
         any law relating to bankruptcy, insolvency or reorganization or relief
         of debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee, custodian or other similar official
         for it or for any substantial part of its property and, in the case of
         any such proceeding instituted against it (but not instituted by it),
         either such proceeding shall remain undismissed or unstayed for a
         period of 30 days, or any of the actions sought in such proceeding
         (including, without limitation, the entry of an order for relief
         against, or the appointment of a receiver, trustee, custodian or other
         similar official for, it or for any substantial part of its property)
         shall occur; or the Borrower or any of its Subsidiaries shall take any
         corporate action to authorize any of the actions set forth above in
         this subsection (e); or

                  (f)      Judgments or orders for the payment of money in
         excess of $25,000,000 in the aggregate shall be rendered against the
         Borrower or any of its Subsidiaries and either (i) enforcement
         proceedings shall have been commenced by any creditor upon such
         judgment or order or (ii) there shall be any period of 10 consecutive
         days during which a stay of enforcement of such judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect; or

                  (g)      (i) Any Person or two or more Persons acting in
         concert shall have acquired beneficial ownership (within the meaning of
         Rule 13d-3 of the Securities and Exchange Commission under the
         Securities Exchange Act of 1934), directly or indirectly, of Voting
         Stock of the Borrower (or other securities convertible into such Voting
         Stock) representing 30% or more of the combined voting power of all
         Voting Stock of the Borrower; or (ii) during any period of up to 24
         consecutive months, commencing

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<PAGE>

         before or after the date of this Agreement, individuals who at the
         beginning of such 24-month period were directors of the Borrower shall
         cease for any reason to constitute a majority of the board of directors
         of the Borrower (except to the extent that individuals who at the
         beginning of such 24-month period were replaced by individuals (x)
         elected by a majority of the remaining members of the board of
         directors of the Borrower or (y) nominated for election by a majority
         of the remaining members of the board of directors of the Borrower and
         thereafter elected as directors by the shareholders of the Borrower) or

                  (i)      The Borrower or any of its ERISA Affiliates shall
         incur, or, in the reasonable opinion of the Required Lenders, shall be
         reasonably likely to incur liability in excess of $25,000,000 in the
         aggregate as a result of one or more of the following: (i) the
         occurrence of any ERISA Event; (ii) the partial or complete withdrawal
         of the Borrower or any of its ERISA Affiliates from a Multiemployer
         Plan; or (iii) the reorganization or termination of a Multiemployer
         Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                                   ARTICLE VII

                                    THE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by the Borrower pursuant to
the terms of this Agreement.

                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall

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<PAGE>

incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram or telex) believed by it to be genuine and signed or sent
by the proper party or parties.

                  SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose information obtained or received by it or any of
its Affiliates relating to the Borrower or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the 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 decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower) from and against such
Lender's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of this Agreement or any
action taken or omitted by the Agent under this Agreement (collectively, the
"Indemnified Costs"), provided that no Lender shall be liable for any portion of
the Indemnified Costs resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including reasonable counsel fees) incurred by the Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that the Agent is not reimbursed for such expenses
by the Borrower. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Costs, this Section 7.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any Lender or a
third party.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                  SECTION 7.07. Other Agents. Each Lender hereby acknowledges
that neither the syndication agent, any documentation agent nor any other Lender
designated as any "Agent" on the signature pages hereof (other than the Agent)
has any liability hereunder other than in its capacity as a Lender.

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<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the aggregate Revolving Credit Commitments of the Lenders, (c) reduce
the principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, (e) change the percentage of the Revolving Credit
Commitments or of the aggregate unpaid principal amount of the Revolving Credit
Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder or (f) amend this Section 8.01; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 631 South Richland Avenue,
York, Pennsylvania 17403, Attention: Treasurer, Telephone: (717) 771-7438, Fax:
(717) 771-6843; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender; and if to the Agent, at its address at Two Penns Way,
New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as
to the Borrower or the Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be designated by such party in a written notice
to the Borrower and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed or telexed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by telex
answerback, respectively, except that notices and communications to the Agent
pursuant to Article II, III or VII shall not be effective until received by the
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto
to be executed and delivered hereunder shall be effective as delivery of a
manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Agent with respect thereto and with respect
to advising the Agent as to its rights and responsibilities under this
Agreement. The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lenders, if any (including, without limitation, reasonable
counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement, the Notes and
the other documents to be delivered hereunder, including, without limitation,
reasonable fees and expenses of counsel for the Agent and each Lender in
connection with the enforcement of rights under this Section 8.04(a).

                  (b)      The Borrower agrees to indemnify and hold harmless
the Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by or asserted or awarded against any Indemnified Party, in each

                                       32

<PAGE>

case arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 8.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, its
directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The
Borrower also agrees not to assert any claim for special, indirect,
consequential or punitive damages against the Agent, any Lender, any of their
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability, arising out of or otherwise relating to
the Notes, this Agreement, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Advances.

                  (c)      If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance or LIBO Rate Advance is made by the Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e), 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender
other than on the last day of the Interest Period for such Advance upon an
assignment of rights and obligations under this Agreement pursuant to Section
8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), the
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

                  (d)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the Notes.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Lender and its Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender and its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders.

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
may and, if demanded by the Borrower (following a demand by such Lender pursuant
to Section 2.11 or 2.14) upon at least five Business Days'

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<PAGE>

notice to such Lender and the Agent, will assign to one or more Persons all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving Credit Advances
owing to it and the Revolving Credit Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement (other
than any right to make Competitive Bid Advances, Competitive Bid Advances owing
to it and Competitive Bid Notes), (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender or an assignment
of all of a Lender's rights and obligations under this Agreement, the amount of
the Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by
the Borrower after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Revolving Credit Note subject to
such assignment and a processing and recordation fee of $3,500 payable by the
parties to each such assignment, provided, however, that in the case of each
assignment made as a result of a demand by the Borrower, such recordation fee
shall be payable by the Borrower except that no such recordation fee shall be
payable in the case of an assignment made at the request of the Borrower to an
Eligible Assignee that is an existing Lender, and (vii) any Lender may, without
the approval of the Borrower and the Agent, assign all or a portion of its
rights to any of its Affiliates. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (other than its rights under
Section 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an
event arising prior such assignment) and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

                  (b)      By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

                                       34

<PAGE>

                  (c)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with any Revolving Credit Note or Notes subject to
such assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (d)      The Agent shall maintain at its address referred to
in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Revolving Credit Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                  (e)      Each Lender may sell participations to one or more
banks or other entities (other than the Borrower or any of its Affiliates) in or
to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Revolving Credit
Commitment, the Advances owing to it and any Note or Notes held by it);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Revolving Credit Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the 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 (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any
departure by the Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, in each case to the extent subject
to such participation, or postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation.

                  (f)      Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Borrower Information relating to the
Borrower received by it from such Lender.

                  (g)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

         SECTION 8.08. Confidentiality. (a) The Borrower, the Lenders and the
Agent hereby agree that each of the Borrower, the Lenders and the Agent (and
each of their respective, and their respective affiliates', employees, officers,
directors, agents and advisors) is, and has been from the commencement of
discussions with respect to the facility established by this Agreement (the
"Facility"), permitted to disclose to any and all Persons, without limitation of
any kind, the structure and tax aspects (as such terms are used in Internal
Revenue Code Sections 6011, 6111 and 6112 and the regulations promulgated
thereunder) of the Facility, and all materials of any kind (including opinions
or other tax analyses) that are or have been provided to the Borrower, such
Lender or the Agent related to such structure and tax aspects. In this regard,
each of the Borrower, the Lenders and the Agent acknowledges and agrees that its
disclosure of the structure or tax aspects of the Facility is not limited in any
way by an express or implied understanding or agreement, oral or written
(whether or not such understanding or agreement is legally binding).
Furthermore, each of the Borrower, the Lenders and the Agent acknowledges and
agrees that it does not know or have reason to know that its use or disclosure
of information relating to the structure or tax aspects of the Facility is
limited in any other manner (such as where the Facility is claimed to be
proprietary or exclusive) for the benefit of any other Person. To the extent
that disclosure of the structure or tax aspects of the Facility by the

                                       35

<PAGE>

Borrower, the Agent or the Lenders is limited by any existing agreement between
the Borrower and the Agent or the Lenders, such limitation is agreed to be void
ab initio and such agreement is hereby amended to permit disclosure of the
structure and tax aspects of the Facility as provided in this paragraph (a).

         (b)      Subject to paragraph (a) of this Section 8.08, neither the
Agent nor any Lender may disclose to any Person any information that the
Borrower furnishes to the Agent or any Lender in a writing designated as
confidential or that is otherwise specifically identified as being confidential
(such information being referred to collectively herein as the "Borrower
Information"), except that each of the Agent and each of the Lenders may
disclose Borrower Information (i) to its and its affiliates' employees,
officers, directors, agents and advisors (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Borrower Information and will expressly agree to keep such Borrower
Information confidential on substantially the same terms as provided herein),
(ii) to the extent requested by any regulatory authority, (iii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (iv) to any other party to this Agreement, (v) 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, (vi) subject to an
agreement containing provisions substantially the same as those of this Section
8.08, to any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement, (vii) to
the extent such Borrower Information (A) is or becomes generally available to
the public on a non-confidential basis other than as a result of a breach of
this Section 8.08 by the Agent or such Lender, or (B) is or becomes available to
the Agent or such Lender on a nonconfidential basis from a source other than the
Borrower and (viii) with the written consent of the Borrower.

                  SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby agrees
that service of process in any such action or proceeding brought in the any such
New York State court or in such federal court may be made by the mailing thereof
by any parties hereto by registered or certified mail, postage prepaid, to the
Borrower at its address specified pursuant to Section 8.02. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

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

                                       36

<PAGE>

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

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

                                             YORK INTERNATIONAL CORPORATION

                                             By __________________________
                                                 Title:

                                             CITIBANK, N.A.,
                                                 as Administrative Agent

                                             By __________________________
                                                 Title:

                                       Administrative Agent

$20,000,000.04                               CITIBANK, N.A.

                                             By _______________________
                                                 Name:
                                                 Title:

                                        Syndication Agent

$20,000,000.00                               JPMORGAN CHASE BANK

                                             By _______________________
                                                 Name:
                                                 Title:

                                     Co-Documentation Agents

$20,000,000.00                               BANK OF TOKYO-MITSUBISHI TRUST
                                             COMPANY

                                             By _______________________
                                                 Name:
                                                 Title:

$20,000,000.00                               FLEET NATIONAL BANK

                                             By _______________________
                                                 Name:
                                                 Title:

                                       37

<PAGE>

$20,000,000.00                               NORDEA BANK FINLAND PLC

                                             By _______________________
                                                 Name:
                                                 Title:

                                             By _______________________
                                                 Name:
                                                 Title:

                                      Lenders

$12,666,666.66                               THE BANK OF NOVA SCOTIA

                                             By _______________________
                                                 Name:
                                                 Title:

$12,666,666.66                               BNP PARIBAS

                                             By _______________________
                                                 Name:
                                                 Title:

                                             By _______________________
                                                 Name:
                                                 Title:

$12,666,666.66                               DANSKE BANK A/S CAYMAN ISLANDS
                                             BRANCH

                                             By _______________________
                                                 Name:
                                                 Title:

                                             By _______________________
                                                 Name:
                                                 Title:

$12,666,666.66                               ING BANK N.V.

                                             By _______________________
                                                 Name:
                                                 Title:

$12,666,666.66                               THE ROYAL BANK OF SCOTLAND PLC

                                             By _______________________
                                                 Name:
                                                 Title:

                                       38

<PAGE>

$12,666,666.66                               WACHOVIA BANK, NATIONAL ASSOCIATION

                                             By _______________________
                                                 Name:
                                                 Title:

$6,000,000.00                                ALLFIRST BANK

                                             By _______________________
                                                 Name:
                                                 Title:

$6,000,000.00                                THE BANK OF NEW YORK

                                             By _______________________
                                                 Name:
                                                 Title:

$6,000,000.00                                NATIONAL CITY BANK

                                             By _______________________
                                                 Name:
                                                 Title:

$6,000,000.00                                PNC BANK, N.A.

                                             By _______________________
                                                 Name:
                                                 Title:

$200,000,000.00   Total of the Revolving Credit Commitments

                                       39

<PAGE>

                                                                      SCHEDULE I
                                                  YORK INTERNATIONAL CORPORATION
                                                        364-DAY CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
    Name of Initial Lender              Domestic Lending Office               Eurodollar Lending Office
------------------------------------------------------------------------------------------------------------
<S>                                <C>                                    <C>
Allfirst Bank                      25 South Charles Street                25 South Charles Street
                                   Baltimore, MD  21201                   Baltimore, MD  21201
                                   Attn: Frank Lago                       Attn: Frank Lago
                                   T:  410 244-4289                       T:  410 244-4289
                                   F:  410 244-4294                       F:  410 244-4294
------------------------------------------------------------------------------------------------------------
The Bank of New York               1 Wall Street                          1 Wall Street
                                   New York, NY  10286                    New York, NY  10286
                                   Attn: Walter Parelli                   Attn: Walter Parelli
                                   T:  212 635-6820                       T:  212 635-6820
                                   F:  212 635-7978                       F:  212 635-7978
------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia            One Liberty Plaza                      One Liberty Plaza
                                   New York, NY  10006                    New York, NY  10006
                                   Attn: Meredith Wedeking                Attn: Meredith Wedeking
                                   T:  212 225-5017                       T:  212 225-5017
                                   F:  212 225-5090                       F:  212 225-5090
------------------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust     BTM Information Services, Inc.         BTM Information Services, Inc.
Company                            c/o Bank of Tokyo-Mitsubishi Trust     c/o Bank of Tokyo-Mitsubishi Trust
                                   Company                                Company
                                   1251 Avenue of the Americas            1251 Avenue of the Americas
                                   12th Floor                             12th Floor
                                   New York, NY  10020                    New York, NY  10020
                                   Attn: Rolando Uy                       Attn: Rolando Uy
                                   T:  201 413-8570                       T:  201 413-8570
                                   F:  201 5213-2304                      F:  201 5213-2304
------------------------------------------------------------------------------------------------------------
BNP Paribas                        787 Seventh Avenue                     787 Seventh Avenue
                                   New York, NY  10019                    New York, NY  10019
                                   Attn: Richard Pace                     Attn: Richard Pace
                                   T:  212 841-3266                       T:  212 841-3266
                                   F:  212 841-2745                       F:  212 841-2745
------------------------------------------------------------------------------------------------------------
Citibank, N.A.                     Two Penns Way, Suite 200               Two Penns Way, Suite 200
                                   New Castle, DE  19720                  New Castle, DE  19720
                                   Attn: Bilal Aman                       Attn: Bilal Aman
                                   T:  302 894-6013                       T:  302 894-6013
                                   F:  302 894-6120                       F:  302 894-6120
------------------------------------------------------------------------------------------------------------
Danske Bank A/S                    299 Park Avenue, 14th Floor            299 Park Avenue, 14th Floor
Cayman Islands Branch              New York, NY  10171                    New York, NY  10171
                                   Attn: Maria Merante                    Attn: Maria Merante
                                   T:  212 984-8462                       T:  212 984-8462
                                   F:  212 984-9570                       F:  212 984-9570
------------------------------------------------------------------------------------------------------------
Fleet National Bank                100 Federal Street                     100 Federal Street
                                   Mail Stop: MA-DE 10010A                Mail Stop: MA-DE 10010A
                                   Boston, MA  02110                      Boston, MA  02110
                                   Attn: Deanne Horn                      Attn: Deanne Horn
                                   T:  617 434-4028                       T:  617 434-4028
                                   F:  617 434-0601                       F:  617 434-0601
------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------
<S>                                <C>                                    <C>
ING Bank N.V.                      Tournooiveld 6                         Tournooiveld 6
                                   The Hague, 2501 AT                     The Hague, 2501 AT
                                   Attn: H. de Wit                        Attn: H. de Wit
                                   T:  31 70 31 89 192                    T:  31 70 31 89 192
                                   F:  31 70 31 89 411                    F:  31 70 31 89 411
------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                270 Park Avenue, 47th Floor            270 Park Avenue, 47th Floor
                                   New York, NY  10017                    New York, NY  10017
                                   Attn: Randolph Cates                   Attn: Randolph Cates
                                   T:  212 270-8997                       T:  212 270-8997
                                   F:  212 270-6041                       F:  212 270-6041
------------------------------------------------------------------------------------------------------------
National City Bank
------------------------------------------------------------------------------------------------------------
Nordea Bank Finland plc            437 Madison Avenue                     437 Madison Avenue
                                   New York, NY  10022                    New York, NY  10022
                                   Attn: Thomas Hickey                    Attn: Thomas Hickey
                                   T:  212 318-9306                       T:  212 318-9306
                                   F:  212 318-9318                       F:  212 318-9318
------------------------------------------------------------------------------------------------------------
PNC Bank, N.A.                     500 First Avenue                       500 First Avenue
                                   Pittsburgh, PA  15219                  Pittsburgh, PA  15219
                                   Attn: Marc Accamando                   Attn: Marc Accamando
                                   T:  412 768-7647                       T:  412 768-7647
                                   F:  412 768-4586                       F:  412 768-4586
------------------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc     65 East 55th Street, Floor 21          65 East 55th Street, Floor 21
                                   New York, NY  10022                    New York, NY  10022
                                   Attn: Sheila Shaw                      Attn: Sheila Shaw
                                   T:  212 401-1406                       T:  212 401-1406
                                   F:  212 401-1336                       F:  212 401-1336
------------------------------------------------------------------------------------------------------------
Wachovia Bank, National            201 S. College Street                  201 S. College Street
Association                        Charlotte, NC  28288                   Charlotte, NC  28288
                                   Attn: Sherry Richards                  Attn: Sherry Richards
                                   T:  704 715-1459                       T:  704 715-1459
                                   F:  704 374-2802                       F:  704 374-2802
------------------------------------------------------------------------------------------------------------
</TABLE>

                                       2

<PAGE>

                                Schedule 5.02(a)

                                      Liens

         (i)      The interest of lessors under various capital leases of
computer and other office equipment and other miscellaneous property and
equipment with an aggregate value of less than $15,000,000.

         (ii)     Any security interest or encumbrance on assets of the Borrower
or its Subsidiaries arising in connection with the December 1999 equipment lease
financing of the Borrower if, pursuant to FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, dated January 2003, the equipment
lease financing is required to be reflected in the accounts of the Borrower.

<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$__________                                         Dated:  __________, 200_

                  FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL
CORPORATION, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of _______________ (the "Lender") for the account of its Applicable
Lending Office on the later of the Termination Date and the date designated
pursuant to Section 2.06 of the Credit Agreement (each as defined in the Credit
Agreement referred to below) the principal sum of U.S.$[amount of the Lender's
Commitment in figures] or, if less, the aggregate principal amount of the
Revolving Credit Advances made by the Lender to the Borrower pursuant to the
364-Day Credit Agreement dated as of March 14, 2003 among the Borrower, the
Lender and certain other lenders parties thereto, and Citibank, N.A. as Agent
for the Lender and such other lenders (as amended or modified from time to time,
the "Credit Agreement"; the terms defined therein being used herein as therein
defined) outstanding on such date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Citibank, as Agent, at 399 Park Avenue, New York,
New York 10043, in same day funds. Each Revolving Credit Advance owing to the
Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note.

                  This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.

                                                  YORK INTERNATIONAL CORPORATION

                                                  By __________________________
                                                     Title:

<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                       AMOUNT OF
                              AMOUNT OF             PRINCIPAL PAID           UNPAID PRINCIPAL             NOTATION
DATE                           ADVANCE                OR PREPAID                 BALANCE                   MADE BY
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                      <C>                          <C>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        2

<PAGE>

                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 200_

                  FOR VALUE RECEIVED, the undersigned, YORK INTERNATIONAL
CORPORATION, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to
the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as
of March 14, 2003 among the Borrower, the Lender and certain other lenders
parties thereto, and Citibank, N.A., as Agent for the Lender and such other
lenders (as amended or modified from time to time, the "Credit Agreement"; the
terms defined therein being used herein as therein defined)), on
_______________, 200_, the principal amount of U.S.$_______________].

                  The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in full,
at the interest rate and payable on the interest payment date or dates provided
below:

         Interest Rate: _____% per annum (calculated on the basis of a year of
         _____ days for the actual number of days elapsed).

                  Both principal and interest are payable in lawful money of the
United States of America to Citibank, as agent, for the account of the Lender at
the office of Citibank, at _________________________ in same day funds.

                  This Promissory Note is one of the Competitive Bid Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events.

                  The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

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

                                                  YORK INTERNATIONAL CORPORATION

                                                  By __________________________
                                                     Title:

<PAGE>

                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING
Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                              [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                  The undersigned, York International Corporation, refers to the
364-Day Credit Agreement, dated as of March 14, 2003 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

                  (i)      The Business Day of the Proposed Revolving Credit
         Borrowing is _______________, 200_.

                  (ii)     The Type of Advances comprising the Proposed
         Revolving Credit Borrowing is [Base Rate Advances] [Eurodollar Rate
         Advances].

                  (iii)    The aggregate amount of the Proposed Revolving Credit
         Borrowing is $_______________.

                  [(iv)    The initial Interest Period for each Eurodollar Rate
         Advance made as part of the Proposed Revolving Credit Borrowing is
         _____ month[s].]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Revolving Credit Borrowing:

                  (A)      the representations and warranties contained in
         Section 4.01 of the Credit Agreement (except the representations set
         forth in the last sentence of subsection (e) thereof and in subsection
         (f) thereof (other than clause (ii) thereof)) are correct, before and
         after giving effect to the Proposed Revolving Credit Borrowing and to
         the application of the proceeds therefrom, as though made on and as of
         such date; and

                  (B)      no event has occurred and is continuing, or would
         result from such Proposed Revolving Credit Borrowing or from the
         application of the proceeds therefrom, that constitutes a Default.

                                                  Very truly yours,

                                                  YORK INTERNATIONAL CORPORATION

                                                  By __________________________
                                                     Title:.

<PAGE>

                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                              [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                           The undersigned, York International Corporation,
         refers to the 364-Day Credit Agreement, dated as of March 14, 2003 (as
         amended or modified from time to time, the "Credit Agreement", the
         terms defined therein being used herein as therein defined), among the
         undersigned, certain Lenders parties thereto and Citibank, N.A., as
         Agent for said Lenders, and hereby gives you notice, irrevocably,
         pursuant to Section 2.03 of the Credit Agreement that the undersigned
         hereby requests a Competitive Bid Borrowing under the Credit Agreement,
         and in that connection sets forth the terms on which such Competitive
         Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested
         to be made:

         (A)      Date of Competitive Bid Borrowing           _________________

         (B)      Amount of Competitive Bid Borrowing         _________________

         (C)      [Maturity Date] [Interest Period]           _________________

         (D)      Interest Rate Basis                         _________________

         (E)      Interest Payment Date(s)                    _________________

         (F)      ___________________                         _________________

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

                  (a)      the representations and warranties contained in
         Section 4.01 of the Credit Agreement (except the representations set
         forth in the last sentence of subsection (e) thereof and in subsection
         (f) thereof (other than clause (ii) thereof)) are correct, before and
         after giving effect to the Proposed Competitive Bid Borrowing and to
         the application of the proceeds therefrom, as though made on and as of
         such date;

                  (b)      no event has occurred and is continuing, or would
         result from the Proposed Competitive Bid Borrowing or from the
         application of the proceeds therefrom, that constitutes a Default;

                  (c)      no event has occurred and no circumstance exists as a
         result of which the information concerning the undersigned that has
         been provided to the Agent and each Lender by the undersigned in
         connection with the Credit Agreement would include an untrue statement
         of a material fact or omit to state any material fact or any fact
         necessary to make the statements contained therein, in the light of the
         circumstances under which they were made, not misleading; and

                  (d)      the aggregate amount of the Proposed Competitive Bid
         Borrowing and all other Borrowings to be made on the same day under the
         Credit Agreement is within the aggregate amount of the unused Revolving
         Credit Commitments of the Lenders.

<PAGE>

                  The undersigned hereby confirms that the Proposed Competitive
Bid Borrowing is to be made available to it in accordance with Section
2.03(a)(v) of the Credit Agreement.

                                                  Very truly yours,

                                                  YORK INTERNATIONAL CORPORATION

                                                  By __________________________
                                                     Title:

                                        2

<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the 364-Day Credit Agreement dated as of
March 14, 2003 (as amended or modified from time to time, the "Credit
Agreement") among York International Corporation, a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement) and Citibank,
N.A., as agent for the Lenders (the "Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                  1.       The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof (other than in respect of Competitive Bid
Advances and Competitive Bid Notes) equal to the percentage interest specified
on Schedule 1 hereto of all outstanding rights and obligations under the Credit
Agreement (other than in respect of Competitive Bid Advances and Competitive Bid
Notes). After giving effect to such sale and assignment, the Assignee's
Revolving Credit Commitment and the amount of the Revolving Credit Advances
owing to the Assignee will be as set forth on Schedule 1 hereto.

                  2.       The Assignor (i) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Revolving Credit
Note, if any, held by the Assignor [and requests that the Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to the order of
[the Assignee in an amount equal to the Revolving Credit Commitment assumed by
the Assignee pursuant hereto or new Revolving Credit Notes payable to the order
of the Assignee in an amount equal to the Revolving Credit Commitment assumed by
the Assignee pursuant hereto and] the Assignor in an amount equal to the
Revolving Credit Commitment retained by the Assignor under the Credit Agreement,
[respectively,] as specified on Schedule 1 hereto.

                  3.       The Assignee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.

                  4.       Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance and recording by
the Agent. The effective date for this Assignment and Acceptance (the "Effective
Date") shall be the date of acceptance hereof by the Agent, unless otherwise
specified on Schedule 1 hereto.

                  5.       Upon such acceptance and recording by the Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance,

<PAGE>

have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

                  6.       Upon such acceptance and recording by the Agent, from
and after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Revolving Credit Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Revolving Credit Notes for periods prior to the Effective Date directly
between themselves.

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

                  8.       This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                        2

<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

<TABLE>
<S>                                                                    <C>
Percentage interest assigned:                                           _____%

Assignee's Revolving Credit Commitment:                                $______

Aggregate outstanding principal amount of Revolving Credit Advances
assigned:                                                              $______

Principal amount of Revolving Credit Note payable to Assignee:         $______

Principal amount of Revolving Credit Note payable to Assignor:         $______

Effective Date*:  _______________, 200_
</TABLE>

                                                 [NAME OF ASSIGNOR], as Assignor

                                                 By __________________________
                                                 Title:

                                                 Dated:  _______________, 200_

                                                 [NAME OF ASSIGNEE], as Assignee

                                                 By __________________________
                                                 Title:

                                                 Dated:  _______________, 200_

                                                 Domestic Lending Office:
                                                         [Address]

                                                 Eurodollar Lending Office:
                                                         [Address]

--------------
*        This date should be no earlier than five Business Days after the
         delivery of this Assignment and Acceptance to the Agent

                                        3

<PAGE>

Accepted [and Approved]** this
__________ day of _______________, 200_

CITIBANK, N.A., as Agent

By ____________________________________
   Title:

[Approved this __________ day
of _______________, 200_

YORK INTERNATIONAL CORPORATION

By __________________________________]*
   Title:

--------------
**       Required if the Assignee is an Eligible Assignee solely by reason of
         clause (iii) of the definition of "Eligible Assignee".

*        Required if the Assignee is an Eligible Assignee solely by reason of
         clause (iii) of the definition of "Eligible Assignee".

                                       4

<PAGE>

                                                             EXHIBIT D - FORM OF
                                                              OPINION OF COUNSEL
                                                                FOR THE BORROWER

<PAGE>

                                                                  EXECUTION COPY

                                U.S. $200,000,000

                            364-DAY CREDIT AGREEMENT

                           Dated as of March 14, 2003

                                      Among

                         YORK INTERNATIONAL CORPORATION
                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders

                                       and

                                 CITIBANK, N.A.
                             as Administrative Agent

                                       and

                               JPMORGAN CHASE BANK
                              as Syndication Agent

                                       and

                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY
                               FLEET NATIONAL BANK
                                       and
                             NORDEA BANK FINLAND PLC
                             as Documentation Agents

                                       and

                            SALOMON SMITH BARNEY INC.
                                       and
                           J.P.MORGAN SECURITIES, INC.
                  as Joint Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                                                     1

         SECTION 1.02.  Computation of Time Periods                                                              11

         SECTION 1.03.  Accounting Terms                                                                         11

ARTICLE II

         SECTION 2.01.  (a)  The Revolving Credit Advances.  The Revolving Credit Advances                       11

         SECTION 2.02.  Making the Revolving Credit Advances                                                     12

         SECTION 2.03.  The Competitive Bid Advances                                                             12

         SECTION 2.04.  Fees                                                                                     15

         SECTION 2.05.  Termination or Reduction of the Revolving Credit Commitments                             15

         SECTION 2.06.  Repayment of Advances                                                                    15

         SECTION 2.07.  Interest on Revolving Credit Advances                                                    16

         SECTION 2.08.  Interest Rate Determination                                                              16

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances                                         17

         SECTION 2.10.  Prepayments of Revolving Credit Advances                                                 17

         SECTION 2.11.  Increased Costs                                                                          18

         SECTION 2.12.  Illegality                                                                               18

         SECTION 2.13.  Payments and Computations                                                                19

         SECTION 2.14.  Taxes                                                                                    19

         SECTION 2.15.  Sharing of Payments, Etc.                                                                21

         SECTION 2.16.  Evidence of Debt                                                                         21

         SECTION 2.17.  Use of Proceeds                                                                          21

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03                          22
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing.                                 23

         SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing                                   23

         SECTION 3.04.  Determinations Under Section 3.01                                                        24

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Borrower                                           24

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                                                    25

         SECTION 5.02.  Negative Covenants                                                                       27

         SECTION 5.03.  Financial Covenants                                                                      28

ARTICLE VI

         SECTION 6.01.  Events of Default                                                                        28

ARTICLE VII

         SECTION 7.01.  Authorization and Action                                                                 30

         SECTION 7.02.  Agent's Reliance, Etc.                                                                   30

         SECTION 7.03.  Citibank and Affiliates                                                                  31

         SECTION 7.04.  Lender Credit Decision                                                                   31

         SECTION 7.05.  Indemnification                                                                          31

         SECTION 7.06.  Successor Agent                                                                          31

         SECTION 7.07.  Other Agents.                                                                            31

ARTICLE VIII

         SECTION 8.01.  Amendments, Etc.                                                                         32

         SECTION 8.02.  Notices, Etc.                                                                            32

         SECTION 8.03.  No Waiver; Remedies                                                                      32

         SECTION 8.04.  Costs and Expenses                                                                       32

         SECTION 8.05.  Right of Set-off                                                                         33
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
SECTION 8.06.  Binding Effect                                                33

SECTION 8.07.  Assignments and Participations                                33

SECTION 8.08.  Confidentiality                                               35

SECTION 8.09.  Governing Law                                                 36

SECTION 8.10.  Execution in Counterparts                                     36

SECTION 8.12.  Jurisdiction, Etc.                                            36

SECTION 8.13.  Waiver of Jury Trial                                          37
</TABLE>

                                      iii

<PAGE>

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 5.02(a) - Existing Liens

Exhibits

Exhibit A-1   -   Form of Revolving Credit Note

Exhibit A-2   -   Form of Competitive Bid Note

Exhibit B-1   -   Form of Notice of Revolving Credit Borrowing

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

Exhibit C     -   Form of Assignment and Acceptance

Exhibit D     -   Form of Opinion of Counsel for the Borrower

                                       iv