EXHIBIT 10(o)


                                    FIVE-YEAR


                                CREDIT AGREEMENT


                                   dated as of


                                November 17, 2000

                                      among



                             THE VALSPAR CORPORATION

                           The Borrowing Subsidiaries
                                  Party Hereto


                            The Lenders Party Hereto


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                     CHASE MANHATTAN INTERNATIONAL LIMITED,
                                 as London Agent

                       CHASE SECURITIES AUSTRALIA LIMITED,
                               as Australian Agent


                             BANK OF AMERICA, N.A.,
                               CITICORP USA, INC.,
                              WACHOVIA BANK, N.A.,
              as Co-Syndication Agents and Co-Documentation Agents

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

                              CHASE SECURITIES INC.
              as Advisor, Sole Lead Arranger and Sole Book Manager

<PAGE>


                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions

    SECTION 1.01. Defined Terms................................................1
    SECTION 1.02. Classification of Loans and Borrowings......................21
    SECTION 1.03. Terms Generally.............................................21
    SECTION 1.04. Accounting Terms; GAAP......................................21
    SECTION 1.05. Exchange Rates..............................................22
    SECTION 1.06. Redenomination of Certain Designated Foreign Currencies.....22

                                   ARTICLE II

                                   The Credits

    SECTION 2.01. Commitments.................................................23
    SECTION 2.02. Loans and Borrowings........................................23
    SECTION 2.03. Requests for Revolving Borrowings...........................24
    SECTION 2.04. Competitive Bid Procedure...................................25
    SECTION 2.05. Funding of Borrowings.......................................27
    SECTION 2.06. Interest Elections..........................................28
    SECTION 2.07. Termination and Reduction of Commitments....................29
    SECTION 2.08. Repayment of Loans; Evidence of Debt........................30
    SECTION 2.09. Prepayment of Loans.........................................30
    SECTION 2.10. Fees........................................................31
    SECTION 2.11. Interest....................................................32
    SECTION 2.12. Alternate Rate of Interest..................................33
    SECTION 2.13. Increased Costs.............................................34
    SECTION 2.14. Break Funding Payments......................................35
    SECTION 2.15. Taxes.......................................................35
    SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
                  Set-offs....................................................36
    SECTION 2.17. Mitigation Obligations; Replacement of Lenders..............38
    SECTION 2.18. Borrowing Subsidiaries......................................38
    SECTION 2.19. Additional Reserve Costs....................................39
    SECTION 2.20. Foreign Subsidiary Costs....................................39
    SECTION 2.21. Reliquification Bills.......................................40

                                   ARTICLE III

                         Representations and Warranties

    SECTION 3.01. Corporate Existence and Power...............................40
    SECTION 3.02. Corporate and Governmental Authorization; No Contravention..40
    SECTION 3.03. Binding Effect..............................................41
    SECTION 3.04. Financial Information.......................................41
    SECTION 3.05. No Litigation...............................................41
    SECTION 3.06. Compliance with ERISA.......................................41
    SECTION 3.07. Compliance with Laws; Payment of Taxes......................41

<PAGE>


    SECTION 3.08. Subsidiaries................................................42
    SECTION 3.09. Investment Company Act......................................42
    SECTION 3.10. Public Utility Holding Company Act..........................42
    SECTION 3.11. Ownership of Property; Liens................................42
    SECTION 3.12. No Default..................................................42
    SECTION 3.13. Full Disclosure.............................................42
    SECTION 3.14. Environmental Matters.......................................42
    SECTION 3.15. Capital Stock...............................................43
    SECTION 3.16. Margin Stock................................................43
    SECTION 3.17. Insolvency..................................................43

                                   ARTICLE IV

                                   Conditions

    SECTION 4.01. Effective Date..............................................43
    SECTION 4.02. Each Credit Event...........................................45
    SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary..............45

                                    ARTICLE V

                                    Covenants

    SECTION 5.01. Information.................................................46
    SECTION 5.02. Inspection of Property, Books and Records...................47
    SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA...........47
    SECTION 5.04. Minimum Shareholders' Equity................................48
    SECTION 5.05. Restricted Payments.........................................48
    SECTION 5.06. Loans or Advances...........................................48
    SECTION 5.07. Acquisitions................................................48
    SECTION 5.08. Negative Pledge.............................................48
    SECTION 5.09. Maintenance of Existence....................................49
    SECTION 5.10. Dissolution.................................................49
    SECTION 5.11. Consolidations, Mergers and Sales of Assets.................49
    SECTION 5.12. Use of Proceeds.............................................49
    SECTION 5.13. Compliance with Laws; Payment of Taxes......................50
    SECTION 5.14. Insurance...................................................50
    SECTION 5.15. Change in Fiscal Year.......................................50
    SECTION 5.16. Maintenance of Property.....................................50
    SECTION 5.17. Environmental Notices.......................................50
    SECTION 5.18. Environmental Matters.......................................50
    SECTION 5.19. Environmental Release.......................................51
    SECTION 5.20. Transactions with Affiliates................................51
    SECTION 5.21. Limitation on Subsidiary Debt...............................51
    SECTION 5.22. Subsidiary Guarantors.......................................51

                                   ARTICLE VI

                                Events of Default

    SECTION 6.01. Events of Default...........................................51
    SECTION 6.02. Notice of Default...........................................54

<PAGE>


                                   ARTICLE VII

    The Agents................................................................54

                                  ARTICLE VIII

    Guarantee.................................................................56

                                   ARTICLE IX

                                  Miscellaneous

    SECTION 9.01. Notices.....................................................57
    SECTION 9.02. Waivers; Amendments.........................................58
    SECTION 9.03. Expenses; Indemnity; Damage Waiver..........................59
    SECTION 9.04. Successors and Assigns......................................60
    SECTION 9.05. Survival....................................................62
    SECTION 9.06. Counterparts; Integration; Effectiveness....................63
    SECTION 9.07. Severability................................................63
    SECTION 9.08. Right of Setoff.............................................63
    SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process..63
    SECTION 9.10. WAIVER OF JURY TRIAL........................................64
    SECTION 9.11. Headings....................................................64
    SECTION 9.12. Confidentiality.............................................64
    SECTION 9.13. Conversion of Currencies....................................65
    SECTION 9.14. Interest Rate Limitation....................................65
    SECTION 9.15. Release of Subsidiary Guarantors............................66


SCHEDULES:
----------

Schedule 1.01 -- Domestic Material Subsidiaries
Schedule 2.01 -- Commitments
Schedule 3.08 -- Subsidiaries
Schedule 3.14 -- Environmental Matters

EXHIBITS:
---------

Exhibit A-1   -- Form of Borrowing Subsidiary Agreement
Exhibit A-2   -- Form of Borrowing Subsidiary Termination
Exhibit B     -- Form of Assignment and Acceptance
Exhibit C     -- Form of Opinion of Lindquist & Vennum, PLLP
Exhibit D     -- Mandatory Costs Rate
Exhibit E     -- Form of Compliance Certificate
Exhibit F     -- Form of Guarantee Agreement
Exhibit G     -- Form of Indemnity, Subrogation and Contribution Agreement

<PAGE>


                                    FIVE-YEAR CREDIT AGREEMENT dated as of
                           November 17, 2000, among THE VALSPAR CORPORATION, a
                           Delaware corporation (the "Company"); the BORROWING
                           SUBSIDIARIES from time to time party hereto; the
                           LENDERS from time to time party hereto; THE CHASE
                           MANHATTAN BANK, as Administrative Agent; CHASE
                           MANHATTAN INTERNATIONAL LIMITED, as London Agent;
                           CHASE SECURITIES AUSTRALIA LIMITED (ABN 52 002
                           888011), as Australian Agent; and BANK OF AMERICA,
                           N.A., CITICORP USA, INC. and WACHOVIA BANK, N.A., as
                           Co-Syndication Agents and Co-Documentation Agents.


                  The Company has entered into the Acquisition Agreement (such
term and each other capitalized term used and not otherwise defined herein
having the meaning assigned to it in Article I) under which it has agreed to
make the Lilly Acquisition. The Company has requested the Lenders to extend
Commitments under which the Borrowers may obtain revolving loans in an aggregate
principal amount at any time outstanding not greater than US$1,000,000,000 or
the equivalent thereof in certain other currencies. The proceeds of the
Borrowings hereunder will be used to finance the Lilly Acquisition, to refinance
existing Debt of the Company and the Subsidiaries and to pay related fees and
expenses, as well as for working capital and general corporate purposes,
including the financing of future acquisitions.

                  The Lenders are willing to establish the credit facilities
referred to in the preceding paragraph upon the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:


                                   ARTICLE I

                                   Definitions

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

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

                  "Acquisition" means any transaction pursuant to which the
Company or any of the Subsidiaries directly or indirectly, in its own name or by
or through a nominee or an agent (a) acquires equity Securities (or warrants,
options or other rights to acquire such Securities) of any Person other than the
Company or a Person which is, prior to such acquisition, a Subsidiary of the
Company, pursuant to a solicitation of tenders therefor, or in one or more
negotiated block, market or other transactions not involving a tender offer, or
a combination of any of the foregoing, or (b) makes any Person a Subsidiary of
the Company, or causes any Person other than a Subsidiary to be merged into the
Company or any of its Subsidiaries, in any case pursuant to a merger, purchase
of assets or any reorganization providing for the delivery or issuance to the
holders of such Person's then outstanding Securities, in exchange for such
Securities, of cash or Securities of the Company or any of its Subsidiaries, or
a combination thereof, or (c) purchases all or substantially all of the business
or assets of any Person or line of business or business unit (or substantially
all of the assets comprising a line of business or business unit) of any Person.

                  "Acquisition Agreement" means the Agreement and Plan of Merger
dated as of June 23, 2000, among the Company, VAL Acquisition Corp., a Wholly
Owned Subsidiary, and Lilly.

                  "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

<PAGE>


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

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

                  "Affiliate" of any Person means (i) any other Person which
directly, or indirectly through one or more intermediaries, controls such
Person, (ii) any other Person which directly, or indirectly through one or more
intermediaries, is controlled by or is under common control with such Person, or
(iii) any other Person of which such Person owns, directly or indirectly, 20% or
more of the common stock or equivalent equity interests. As used herein, the
term "control" means possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

                  "Agents" means, collectively, the Administrative Agent, the
London Agent and the Australian Agent.

                  "Agreement Currency" has the meaning assigned to such term in
Section 9.13(b).

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

                  "Applicable Agent" means (a) with respect to a Loan or
Borrowing denominated in US Dollars, the Administrative Agent, (b) with respect
to a Loan or Borrowing denominated in any Designated Foreign Currency other than
Australian Dollars, the London Agent and (c) with respect to a Loan or Borrowing
denominated in Australian Dollars, the Australian Agent.

                  "Applicable Creditor" has the meaning assigned to such term in
Section 9.13(b).

                  "Applicable Percentage" means at any time, with respect to any
Lender, the percentage of the total Commitments represented by such Lender's
Commitment at such time, or if the Commitments have terminated or expired, the
percentage of the total Revolving Exposures and Competitive Loan Exposures
represented by such Lender's Revolving Exposures and Competitive Loan Exposures
at such time; provided that if at the time of determination there are no
Revolving Exposures or Competitive Loan Exposures, the "Applicable Percentage"
shall be the percentage of the total Commitments most recently in effect
represented by such Lender's Commitment most recently in effect.

                  "Applicable Rate" means, for any day, with respect to any
Eurocurrency Revolving Loan or Bill Rate Loan, or with respect to the facility
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption "Eurocurrency and Bill Rate Spread" or "Facility
Fee Rate", as the case may be, based upon the ratings by Moody's and S&P,
respectively, applicable on such date to the Index Debt (or, if the Company does
not have Index Debt, then based upon the Company's corporate credit ratings by
Moody's and S&P):

<PAGE>


-------------------------------------------------------------------------------
                                  Eurocurrency and Bill           Facility Fee
Index Debt Ratings:                   Rate Spread                      Rate
-------------------------------------------------------------------------------
Category 1
higher than BBB+/Baa1                     .400%                       .100%

-------------------------------------------------------------------------------
Category 2
BBB+/Baa1                                 .500%                       .125%

-------------------------------------------------------------------------------
Category 3
BBB/Baa2                                  .725%                       .150%

-------------------------------------------------------------------------------
Category 4
BBB-/Baa3                                 .925%                       .200%

-------------------------------------------------------------------------------
Category 5
lower than BBB-/Baa3                      1.10%                       .275%

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

                  For purposes of the foregoing, (i) if either Moody's or S&P
shall not have in effect a rating for the Index Debt or a corporate credit
rating for the Company (other than by reason of the circumstances referred to in
the third sentence of this paragraph), then such rating agency shall be deemed
to have established a rating in Category 5; (ii) if the ratings established or
deemed to have been established by Moody's and S&P for the Index Debt or the
Company's corporate credit ratings shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two ratings unless (A) the
ratings are not in two adjacent Categories, in which case the Applicable Rate
shall be determined by reference to the Category one level above the Category
corresponding to the lower of the two ratings, or (B) one of the ratings is in
Category 5, in which case the Applicable Rate shall be determined by reference
to Category 5; and (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt or the Company's corporate
credit ratings shall be changed (other than as a result of a change in the
rating system of Moody's or S&P), such change shall be effective as of the date
on which it is first announced by the applicable rating agency. Each change in
the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moody's or S&P shall
change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, the Borrower and the Lenders shall negotiate
in good faith to amend this definition to reflect such changed rating system or
the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined
using the rating of such rating agency most recently in effect prior to such
change or cessation. The Applicable Rate per annum set forth above under the
caption "Eurocurrency and Bill Rate Spread" will be increased by an additional
0.250% (the "Leverage Premium") in each Category (i) from the Effective Date
until the Company shall have delivered financial statements required hereunder
as of and for a period ending on a date after the Effective Date (the "Ending
Fiscal Quarter") which demonstrate that the Leverage Ratio is less than or equal
to 3.5 to 1.0, provided that the Leverage Premium shall cease to be applied
effective as of the first day of the fiscal quarter next succeeding the Ending
Fiscal Quarter, and (ii) thereafter, the Leverage Premium shall apply at all
times from the first day of each fiscal quarter next succeeding the fiscal
quarter for which the Company shall have delivered financial statements required
hereunder which demonstrate that the Leverage Ratio exceeds 3.5 to 1.0 until the
first day of each fiscal quarter next succeeding a fiscal quarter for which the
Company shall have delivered financial statements required hereunder which
demonstrate that the Leverage Ratio is less than or equal to 3.5 to 1.0. If
under any provision of this Agreement, the Company is required to pay interest
for a period after the end of a fiscal quarter and prior to delivery of
financial statements required for such fiscal quarter, then the Company shall
pay interest (i) with the Leverage Premium being assumed to apply if it was in
effect on the last day of such quarter based on the financial statements
delivered or deemed to have been delivered for the prior quarter and (ii) with
the Leverage Premium being assumed not to apply if it was not in effect on the
last day of such quarter based on the financial statements delivered or deemed
to have been delivered for the prior quarter. Following the delivery of
financial statements for such quarter, appropriate adjustments and payments
shall be made to correct any overpayment or underpayment of interest resulting
from an incorrect assumption as to the applicability or inapplicability of the
Leverage Premium.

<PAGE>


                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in US Dollars at the
offices of such member in the United States of America; provided that if, as a
result of any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit B or any other form approved by the Administrative Agent
and reasonably acceptable to the Company.

                  "Australian Agent" means Chase Australia.

                  "Australian Bank Bill Rate" means, for an Interest Period, the
rate per annum which is:

                  (a)      the average determined bid rate (rounded upwards if
                           necessary to the nearest four decimal places) for
                           Bills accepted by a bank having a tenor which is
                           closest to that Interest Period and published on the
                           "BBSY" reference page of the Reuters Monitor System
                           at or about 10:10 am (Local Time) on the first day of
                           that Interest Period;

                  (b)      if on that day that rate is not published by 10:30
                           am, the rate determined by the Australian Agent in
                           good faith to be the average determined bid rate for
                           Bills accepted by a bank on that day having a tenor
                           which is closest to that Interest Period.

                  "Australian Borrowing Subsidiary" means any Subsidiary that is
incorporated or otherwise organized under the laws of Australia or any political
subdivision thereof that has been designated as a Borrowing Subsidiary pursuant
to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided
in such Section.

                  "Australian Dollars" or "A$" means the lawful currency of
Australia.

                  "Australian Lending Office" means, as to any Australian
Tranche Lender, the applicable office designated to make Loans in Australian
Dollars.

                  "Australian Tranche Commitment" means, with respect to each
Australian Tranche Lender, the commitment of such Australian Tranche Lender set
forth on Schedule 2.01 (or in the Assignment and Acceptance pursuant to which
such Australian Tranche Lender shall have assumed its Australian Tranche
Commitment) to make Australian Tranche Revolving Loans pursuant to Section
2.01(c), as such commitment may be (a) reduced from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The aggregate amount
of the Australian Tranche Commitments on the date hereof is US$50,000,000.

                  "Australian Tranche Lender" means a Lender with an Australian
Tranche Commitment.

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

<PAGE>


                  "Australian Tranche Revolving Borrowing" means a Borrowing
comprised of Australian Tranche Revolving Loans.

                  "Australian Tranche Revolving Exposure" means, with respect to
any Australian Tranche Lender at any time, the sum of the US Dollar Equivalents
of the principal amounts of such Lender's Australian Tranche Revolving Loans.

                  "Australian Tranche Revolving Loan" means a Loan made by a
Australian Tranche Lender pursuant to Section 2.01(c). Each Australian Tranche
Revolving Loan shall be (i) if denominated in Australian Dollars, a Bill Rate
Loan and (ii) if denominated in US Dollars, a Eurocurrency Loan or an ABR Loan.

                  "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Bill" has the meaning it has in the Bills of Exchange Act
1909 (Cwlth) and a reference to the drawing or acceptance or endorsement of, or
other dealing with, a Bill is to be interpreted in accordance with that Act.

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

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

                  "Borrower" means the Company or any Borrowing Subsidiary.

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

                  "Borrowing Minimum" means (a) in the case of a Borrowing
denominated in US Dollars, US$5,000,000 and (b) in the case of a Borrowing
denominated in any Designated Foreign Currency, the smallest amount of such
Designated Foreign Currency that has a US Dollar Equivalent in excess of
US$5,000,000.

                  "Borrowing Multiple" means (a) in the case of a Borrowing
denominated in US Dollars, US$1,000,000 and (b) in the case of a Borrowing
denominated in any Designated Foreign Currency, 250,000 units of such currency.

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

                  "Borrowing Subsidiary" means, at any time, each of the
Subsidiaries that (a) is named on the signature pages to this Agreement or (b)
has been designated as a Borrowing Subsidiary by the Company pursuant to Section
2.18, other than any such Subsidiary that has ceased to be a Borrowing
Subsidiary as provided in Section 2.18.

                  "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit A-1.

<PAGE>


                  "Borrowing Subsidiary Termination" means a Borrowing
Subsidiary Termination substantially in the form of Exhibit A-2.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided, that (a) when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the
London interbank market, (b) when used in connection with a Loan denominated in
Euro, the term "Business Day" shall also exclude any day on which the TARGET
payment system is not open for the settlement of payments in Euro and (c) when
used in connection with a Bill Rate Loan, the term "Business Day" shall also
exclude any day on which banks are not open for dealings in deposits in
Australian Dollars in the Sydney or Melbourne markets.

                  "Calculation Date" means the last Business Day of each
calendar month.

                  "Capital Stock" means any capital stock (other than Redeemable
Preferred Stock) of the Company or any Consolidated Subsidiary (to the extent
issued to a Person other than the Company), whether common or preferred.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C.ss.ss.9601 et seq. and its implementing
regulations and amendments.

                  "CERCLIS" means the Comprehensive Environmental Response,
Compensation and Liability Information System established pursuant to CERCLA.

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

                  "Chase" means The Chase Manhattan Bank and its successors.

                  "Chase Australia" means Chase Securities Australia Limited
(ABN 52 002 888011) and its successors.

                  "Class", when used in reference to (a) any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are US
Tranche Revolving Loans, Competitive Loans, Multicurrency Tranche Revolving
Loans, or Australian Tranche Revolving Loans and (b) any Commitment, refers to
whether such Commitment is a US Tranche Commitment, a Multicurrency Tranche
Commitment or an Australian Tranche Commitment.

                  "CMIL" means Chase Manhattan International Limited and its
successors.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code. Any reference to any provision of the Code shall
also be deemed to be a reference to any successor provision or provisions
thereof.

                  "Committed Foreign Currency" means (i) any Multicurrency
Tranche Foreign Currency, (ii) Australian Dollars and (iii) any other currency
approved in writing by the Administrative Agent and each Multicurrency Tranche
Lender which, at the time of such approval, is freely transferable and
convertible into US Dollars in the London market and for which, at the time of
such approval, LIBO Rates can be determined by reference to the Telerate screen
as provided in the definition of "LIBO Rate".

<PAGE>


                  "Commitment" means a US Tranche Commitment, a Multicurrency
Tranche Commitment or an Australian Tranche Commitment.

                  "Company" means The Valspar Corporation, an Delaware
corporation.

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

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

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

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

                  "Competitive Loan Exposure" means, with respect to any Lender
at any time, the sum of (a) the aggregate principal amount of the outstanding
Competitive Loans of such Lender denominated in US Dollars and (b) the sum of
the US Dollar Equivalents of the aggregate principal amounts of the outstanding
Competitive Loans of such Lender denominated in Designated Foreign Currencies.

                  "Consolidated Debt" means at any date the Debt of the Company
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

                  "Consolidated EBITDA" for any period means the sum of (i)
Consolidated Net Income for such period; (ii) Consolidated Interest Expense for
such period, (iii) taxes on income of the Company and its Consolidated
Subsidiaries for such period to the extent deducted in determining Consolidated
Net Income for such period, (iv) Depreciation for such period, (v) amortization
of intangible assets of the Company and its Consolidated Subsidiaries for such
period and (vi) restructuring charges associated with the Lilly Acquisition, to
the extent such restructuring charges do not exceed an aggregate amount of
$20,000,000. In determining Consolidated EBITDA for any period, any Consolidated
Subsidiary acquired during such period by the Company or any other Consolidated
Subsidiary shall be included on a pro forma, historical basis as if it had been
a Consolidated Subsidiary during such entire period.

                  "Consolidated Interest Expense" for any period means interest,
whether expensed or capitalized, in respect of Debt of the Company or any of its
Consolidated Subsidiaries outstanding during such period.

                  "Consolidated Net Income" means, for any period, Reported Net
Income, excluding (i) extraordinary items and (ii) any equity interests of the
Company or any Subsidiary in the unremitted earnings of any Person that is not a
Subsidiary.

                  "Consolidated Operating Profits" means, for any period, the
Operating Profits of the Company and its Consolidated Subsidiaries, determined
on a consolidated basis in accordance with GAAP.

                  "Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Company in its consolidated financial statements
as of such date.

                  "Consolidated Total Assets" means, at any time, the Total
Assets of the Company and its Consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

                  "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414 of the Code.

<PAGE>


                  "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, but only if such obligations are, in accordance with GAAP,
recorded on such Person's financial books as long-term debt, (iv) all
obligations of such Person as lessee under capital leases, (v) all obligations
of such Person to reimburse any bank or other Person in respect of amounts
payable under a banker's acceptance, (vi) all Redeemable Preferred Stock of such
Person (in the event such Person is a corporation), (vii) all obligations
(absolute or contingent) of such Person to reimburse any bank or other Person in
respect of amounts paid under a letter of credit or similar instrument, (viii)
all Debt of others secured by a Lien on any asset of such Person, whether or not
such Debt is assumed by such Person, (ix) all Debt of others Guaranteed by such
Person, and (x) the net obligation of such Person with respect to interest rate
protection agreements, foreign currency exchange agreements or other hedging
agreements (and for purposes of this Agreement, the net amount which such Person
is obligated to pay under any such agreement upon termination of such agreement
shall be deemed to constitute the principal amount of such net obligation).

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived in writing, become an Event of Default.

                  "Depreciation" means for any period the sum of all
depreciation expenses of the Company and its Consolidated Subsidiaries for such
period, as determined in accordance with GAAP.

                  "Designated Foreign Currency" means (a) any Committed Foreign
Currency and (b) any other currency specified by the Company in a notice to the
Administrative Agent which, at the time of such approval, is freely transferable
and convertible into US Dollars in the London interbank market and for which, at
the time of such approval, LIBO Rates can be determined by reference to the
Telerate screen as provided in the definition of "LIBO Rate".

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York are authorized or
required by law to close.

                  "Domestic Material Subsidiary" means any Material Subsidiary
that is a Domestic Subsidiary.

                  "Domestic Subsidiary" means a Subsidiary incorporated or
organized under the laws of the United States of America, any State or territory
thereof or the District of Columbia.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "EMU Legislation" means the legislative measures of the
European Union for the introduction of, changeover to or operation of the Euro
that apply generally in the European Union.

                  "Environmental Authority" means any Governmental Authority
that exercises any form of jurisdiction or authority under any Environmental
Requirement.

                  "Environmental Authorizations" means all licenses, permits,
orders, approvals, notices, registrations or other legal prerequisites for
conducting the business of the Company or any Subsidiary required by any
Environmental Requirement.

                  "Environmental Judgments and Orders" means all judgments,
decrees or orders arising from or in any way associated with any Environmental
Requirement, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

<PAGE>


                  "Environmental Liabilities" means any liabilities, whether
accrued, contingent or otherwise, arising from or in any way associated with any
Environmental Requirement, Environmental Judgments and Orders, Environmental
Notices, Environmental Proceedings, or Environmental Releases.

                  "Environmental Notices" means notice from any Environmental
Authority or by any other person or entity, of alleged material noncompliance
with or material liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority or from any other person or entity for correction of any
violation of any Environmental Requirement or any investigations concerning any
violation of any Environmental Requirement.

                  "Environmental Proceedings" means any judicial or
administrative proceedings to which the Company or any Subsidiary is a party or
to which their respective properties are subject, arising from or in any way
associated with any Environmental Requirement.

                  "Environmental Releases" means releases as defined in CERCLA
or under any Environmental Requirement.

                  "Environmental Requirement" means any legal requirement
relating to health, safety or the environment, including but not limited to any
such requirement under CERCLA or similar state legislation and all federal,
state and local laws, ordinances, regulations, orders, writs, decrees,
judgments, injunctions and common law.

                  "Equity Interests" shall mean shares of Capital Stock,
partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law. Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

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

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by a Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by a Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan which
gives rise to a liability which is material to the Company and the Subsidiaries
as a consolidated whole; (f) the incurrence by a Borrower or any of its ERISA
Affiliates of any material liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by a Borrower
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from a Borrower or any ERISA Affiliate of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Euro" or "E" means the single currency of the European Union
as constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

<PAGE>


                  "Eurocurrency", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO Rate
(or, in the case of a Competitive Loan, the LIBO Rate).

                  "Event of Default" has the meaning assigned to such term in
Section 6.01.

                  "Excess Margin Stock" means that portion, if any, of the
Margin Stock owned by the Company and the Subsidiaries that must be excluded
from the restrictions imposed by Section 5.08 and Section 5.11 in order for the
value (determined in accordance with Regulation U) of Margin Stock subject to
such Section to account for less than 25% of the aggregate value (as so
determined) of all assets subject to such Section.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

                  "Exchange Rate" means on any day, with respect to any
Designated Foreign Currency, the rate at which such Designated Foreign Currency
may be exchanged into US Dollars, as set forth at approximately 11:00 a.m.,
London time, on such day on the Reuters World Currency Page for such Designated
Foreign Currency. In the event that such rate does not appear on any Reuters
World Currency Page, the Exchange Rate shall be determined by reference to such
other publicly available service for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Company, or, in the absence of such an
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
Designated Foreign Currency exchange operations in respect of such Designated
Foreign Currency are then being conducted, at or about 10:00 a.m., Local Time,
on such date for the purchase of US Dollars for delivery two Business Days
later; provided that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

                  "Excluded Taxes" means, with respect to the Agents, any Lender
or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under which such recipient is organized or in which its principal
office is located or in which its applicable lending office is located, (b) any
branch profit taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above, (c) in the case
of a US Tranche Lender or Multicurrency Tranche Lender (other than a purchaser
of a participation pursuant to Section 2.16(c) or an assignee pursuant to a
request by the Company under Section 2.17(b)), any withholding tax imposed by
the United States of America that is in effect and would apply to amounts
payable to such US Tranche Lender or Multicurrency Tranche Lender by the Company
or a Borrower which is a Domestic Subsidiary at the time such US Tranche Lender
or Multicurrency Tranche Lender becomes a party to this Agreement (or designates
a new lending office), (d) in the case of an Australian Tranche Lender (other
than a purchaser of a participation pursuant to Section 2.16(c) or an assignee
pursuant to a request by the Company under Section 2.17(b)), any withholding tax
that is imposed (i) by Australia (or any state or other political subdivision
therein) on payments by an Australian Borrowing Subsidiary from an office within
such jurisdiction or (ii) by the United States of America (or any political
subdivision thereof) on payments by the Company or any Borrower from an office
within such jurisdiction, in either case to the extent such tax is in effect and
would apply as of the date such Australian Tranche Lender becomes a party to
this Agreement or relates to payments received by a new lending office
designated by such Australian Tranche Lender and is in effect and would apply at
the time such lending office is designated and (e) any withholding tax that is
attributable to such Lender's failure to comply with Section 2.15(e), except, in
the case of clause (c) or (d) above, to the extent that (i) such Lender (or its
assignor, if any) shall have been entitled, at the time it became party to this
Agreement or designated such new lending office, to receive additional amounts
with respect to any withholding tax or (ii) such withholding tax shall have
resulted from the making of any payment to a location other than the office
designated by the Applicable Agent or such Lender for the receipt of payments of
the applicable type.

                  "Existing Credit Agreement" means the 180-Day Credit Agreement
dated as of August 25, 2000 among the Company, Engineered Polymer Solutions,
Inc., The Valspar (UK) Holding Corporation Ltd., The Valspar (Netherland)
Holding Corporation A.G., Forton B.V. and Dyflex B.V. and Wachovia Bank.

<PAGE>


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

                  "Fiscal Quarter" means any fiscal quarter of the Company.

                  "Fiscal Year" means any fiscal year of the Company.

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

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

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

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

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

                  "Granting Lender" shall have the meaning assigned to such term
in Section 9.04(h).

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Guarantee Agreement" means the Guarantee Agreement,
substantially in the form of Exhibit F, between the Subsidiary Guarantors and
the Administrative Agent for the benefit of the Lenders.

                  "Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss.6901 et seq. and its implementing regulations and amendments,
or in any applicable state or local law or regulation, (b) any "hazardous
substance", "pollutant" or "contaminant", as defined in CERCLA, or in any
applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

<PAGE>


                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" shall mean
the Indemnity, Subrogation and Contribution Agreement, substantially in the form
of Exhibit G, among the Company, the Subsidiary Guarantors and the
Administrative Agent.

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

                  "Information Memorandum" means the Confidential Information
Memorandum dated August 2000 distributed to the Lenders, together with the
appendices thereto, as amended through the date hereof.

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

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

                  "Interest Period" means (a) with respect to any Eurocurrency
Borrowing or Bill Rate Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months (or, with the consent of each Lender, nine
or twelve months) thereafter, as the applicable Borrower may elect and (b) with
respect to any Fixed Rate Borrowing, the period (which shall not be less than 7
days or more than 360 days) commencing on the date of such Borrowing and ending
on the date specified in the applicable Competitive Bid Request; provided, that
(i) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of a Eurocurrency Borrowing or Bill Rate Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing or Bill Rate Borrowing
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

                  "Judgment Currency" has the meaning assigned to such term in
Section 9.13(b).

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

                  "Leverage Ratio" means, at any date of determination, the
ratio of Consolidated Debt at the end of the most recent fiscal quarter for
which financial statements have been delivered to Consolidated EBITDA for the
period of four consecutive fiscal quarters then ended.

                  "LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate per annum determined by the Applicable Agent
at approximately 11:00 a.m., London time, on the

<PAGE>


Quotation Day for such Interest Period by reference to the British Bankers'
Association Interest Settlement Rates for deposits in the currency of such
Borrowing (as reflected on the applicable Telerate screen), for a period equal
to such Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the
"LIBO Rate" shall be the average (rounded upward, if necessary, to the next
1/100 of 1%) of the respective interest rates per annum at which deposits in the
currency of such Borrowing are offered for such Interest Period to major banks
in the London interbank market by Chase at approximately 11:00 a.m., London
time, on the date two Business Days prior to the beginning of such Interest
Period.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, servitude or encumbrance of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Company or any Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease (but not an operating lease) or other title retention agreement relating
to such asset.

                  "Lilly" shall mean Lilly Industries, Inc., an Indiana
corporation.

                  "Lilly Acquisition" means the acquisition by the Company of
Lilly pursuant to the Acquisition Agreement.

                  "Lilly Securities" means the securities issued under the
Indenture dated as of November 10, 1997, between Lilly and Harris Trust and
Savings Bank, as trustee.

                  "Loan Documents" means this Agreement, each Borrowing
Subsidiary Agreement, each Borrowing Subsidiary Termination, the Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement and each
promissory note delivered pursuant to this Agreement, as such documents may be
amended, modified, supplemented, or restated from time to time.

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

                  "Local Time" means (a) with respect to a Loan or Borrowing
denominated in US Dollars, New York City time, (b) with respect to a Loan or
Borrowing denominated in any Designated Foreign Currency (other than Loans or
Borrowings denominated in Australian Dollars), London time and (c) with respect
to a Loan or Borrowing denominated in Australian Dollars, Sydney time.

                  "London Agent" means CMIL.

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

                  "Margin Stock" means "margin stock" as defined in Regulation
T, U or X of the Board, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

                  "Material Adverse Effect" means any event, act, condition or
occurrence that, alone or in conjunction with one or more other events, acts,
conditions or occurrences, has resulted or is reasonably likely to result in a
material adverse effect on (a) the financial condition, operations, business or
properties of the Company and the Consolidated Subsidiaries, taken as a whole,
(b) the rights and remedies of the Agents and the Lenders under the Loan
Documents or the ability of the Company to perform its obligations under the
Loan Documents to which it is a party or (c) the legality, validity or
enforceability of any Loan Document.

<PAGE>


                  "Material Subsidiary" means, on any date, any Subsidiary that
either (a) has on such date assets with a book value greater than 10% of
Consolidated Total Assets at the end of the most recent Fiscal Quarter, or (b)
contributed more than 5% of Consolidated Operating Profits for the period of
four Fiscal Quarters most recently ended at such date (or, with respect to any
Subsidiary that shall have been acquired by the Company during such period, that
would have contributed more than 5% of such Consolidated Operating Profits had
it been a Subsidiary for the entire period, as determined on a pro forma basis
in accordance with GAAP); provided, that if at any time the aggregate amount of
the Consolidated Total Assets of all Domestic Subsidiaries that are not Material
Subsidiaries as of the end of any Fiscal Quarter or for any period of four
Fiscal Quarters exceeds 10% of the Company's Consolidated Total Assets as of the
end of such Fiscal Quarter, the Company (or, in the event the Company has failed
to do so within 30 days, the Administrative Agent) shall designate sufficient
Domestic Subsidiaries as "Material Subsidiaries" to eliminate such excess, and
such designated Subsidiaries shall for all purposes of this Agreement constitute
Material Subsidiaries.

                  "Maturity Date" means November 17, 2005.

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

                  "Multicurrency Tranche Commitment" means, with respect to each
Multicurrency Tranche Lender, the commitment of such Multicurrency Tranche
Lender set forth on Schedule 2.01 (or in the Assignment and Acceptance pursuant
to which such Multicurrency Tranche Lender shall have assumed its Multicurrency
Tranche Commitment) to make Multicurrency Tranche Revolving Loans pursuant to
Section 2.01(b), as such commitment may be (a) reduced from time to time
pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The aggregate
amount of the Multicurrency Tranche Commitments on the date hereof is
US$450,000,000.

                  "Multicurrency Tranche Foreign Currency" means Sterling, Yen,
Euro and Swiss Francs.

                  "Multicurrency Tranche Lender" mean a Lender with a
Multicurrency Tranche Commitment.

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

                  "Multicurrency Tranche Revolving Borrowing" means a Borrowing
comprised of Multicurrency Tranche Revolving Loans.

                  "Multicurrency Tranche Revolving Exposure" means, with respect
to any Multicurrency Tranche Lender at any time, the sum of the US Dollar
Equivalent of the principal amounts of such Lender's Multicurrency Tranche
Revolving Loans.

                  "Multicurrency Tranche Revolving Loan" means a Loan made by a
Multicurrency Tranche Lender pursuant to Section 2.01(b). Each Multicurrency
Tranche Revolving Loan shall be a Eurocurrency Loan.

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

                  "Net Income" means, as applied to any Person for any period,
the aggregate amount of net income of such Person, for such period, as
determined in accordance with GAAP.

<PAGE>


                  "Net Proceeds of Capital Stock/Conversion of Debt" means any
and all proceeds (whether cash or non-cash) or other consideration received by
the Company or a Consolidated Subsidiary in respect of the issuance of Capital
Stock (including, without limitation, the aggregate amount of any and all Debt
converted into Capital Stock), after deducting therefrom all reasonable and
customary costs and expenses incurred by the Company or such Consolidated
Subsidiary directly in connection with the issuance of such Capital Stock.

                  "Obligations" means the due and punctual payment of (a) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to each Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and (b) all
other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Company or any other Borrower or
Subsidiary Guarantor under this Agreement or any other Loan Document.

                  "Operating Profits" means, as applied to any Person for any
period, the operating income of such Person for such period, as determined in
accordance with GAAP.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

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

                  "Permitted Acquisition" means any Acquisition (a) which is of
a Person engaged in or assets used in the same or similar line or lines of
business as the Company or any Consolidated Subsidiaries, and (b) if the
aggregate consideration to be paid by the Company or any Subsidiary in
connection with such Acquisition exceeds US$100,000,000, as to which the Company
has delivered to the Lenders a certificate of the chief financial officer,
treasurer or chief accounting officer of the Company certifying (and, in the
case of Sections 5.03, 5.04, 5.08 and 5.11(d), including calculations
evidencing) pro-forma compliance with the terms of this Agreement after giving
effect to such Acquisition.

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

                  "Plan" means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either (i) maintained by a member
of the Controlled Group for employees of any member of the Controlled Group or
(ii) maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions.

                  "Prepaid Rebates" means any payment made to or credit allowed
to a customer or prospective customer of the Company or any Subsidiary, or to
any affiliate of the customer or prospective customer, in each case in the
ordinary course of the Company's or such Subsidiary's business and pursuant to a
written agreement or purchase order, which represents the prepayment of a
rebate, price discount or price reduction on products sold or to be sold by the
Company or such Subsidiary to one or more customers or prospective customers.

<PAGE>


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

                  "Properties" means all real property owned, leased or
otherwise used or occupied by the Company or any Subsidiary, wherever located.

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

                  "Redeemable Preferred Stock" of any Person means any preferred
stock issued by such Person which is at any time prior to the Maturity Date
either (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.

                  "Register" has the meaning set forth in Section 9.04(c).

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

                  "Reported Net Income" means, for any period, the Net Income of
the Company and its Consolidated Subsidiaries determined on a consolidated
basis.

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures and unused Commitments representing more than 50% of the sum
of the total Revolving Exposures and unused Commitments at such time; provided
that (i) for purposes of terminating the Commitments pursuant to Article VI,
Required Lenders shall mean Lenders representing more than 50% of the
Commitments at such time, (ii) for purposes of declaring the Loans to be due and
payable pursuant to Article VI, Required Lenders shall mean Lenders having
Revolving Loan Exposures and Competitive Loan Exposures representing more than
50% of the total Revolving Exposures and Competitive Loan Exposures at such time
and (iii) for all purposes after the Loans become due and payable pursuant to
Article VI and the Commitments expire or terminate, Required Lenders shall mean
Lenders having Revolving Loan Exposures and Competitive Loan Exposures
representing more than 50% of the total Revolving Loan Exposures and Competitive
Loan Exposures at such time.

                  "Reset Date" has the meaning assigned to such term in Section
1.05.

                  "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Company's capital stock (except dividends
payable solely in shares of its capital stock) or (ii) any payment on account of
the purchase, redemption, retirement or acquisition of any shares of the
Company's capital stock (except shares acquired upon the conversion thereof into
other shares of its capital stock).

                  "Revolving Exposure" means a US Tranche Revolving Exposure, a
Multicurrency Tranche Revolving Exposure or an Australian Tranche Revolving
Exposure.

                  "Revolving Loan" means a US Tranche Revolving Loan, a
Multicurrency Tranche Revolving Loan or an Australian Tranche Revolving Loan.

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

                  "Security" has the meaning assigned to such term in Section
2(l) of the Securities Act of 1933, as amended.

<PAGE>


                  "Shareholders' Equity" means, at any time, the shareholders'
equity of the Company and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Company and its
Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any
Redeemable Preferred Stock of the Company or any of its Consolidated
Subsidiaries. Shareholders' equity generally would include, but not be limited
to (i) the par or stated value of all outstanding Capital Stock, (ii) capital
surplus, (iii) retained earnings, and (iv) various deductions such as (A)
purchases of treasury stock, (B) valuation allowances, (C) receivables due from
an employee stock ownership plan, (D) employee stock ownership plan debt
guarantees, and (E) translation adjustments for foreign currency transactions.

                  "SPC" shall have the meaning assigned to such term in Section
9.04(h).

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in US Dollars of over US$100,000 with maturities approximately
equal to three months and (b) with respect to the Adjusted LIBO Rate, for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                  "Sterling" or "(pound)" means the lawful money of the United
Kingdom.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation or other entity of which equity securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are at the time
directly or indirectly owned by the parent.

                  "Subsidiary" means any subsidiary of the Company.

                  "Subsidiary Guarantor" means (i) each Subsidiary listed on
Schedule 1.01 and (ii) each Subsidiary that becomes a Guarantor pursuant to
Section 5.22.

                  "Swiss Francs" means the lawful currency of Switzerland.

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

                  "Third Parties" means all lessees, sublessees, licensees and
other users of the Properties, excluding those users of the Properties in the
ordinary course of the Company's or any Subsidiary's business and on a temporary
basis.

                  "364-Day Credit Agreement" means the 364-Day Credit Agreement
dated as of the date hereof among the Company, the borrowing subsidiaries from
time to time party thereto, the lenders from time to time party thereto, Chase,
as administrative agent, Chase Manhattan International Limited, as London agent,
and Bank of America, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A. as
co-syndication agents and co-documentation agents.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New

<PAGE>


York City received at approximately 10:00 a.m., New York City time, on such day
(or, if such day is not a Business Day, on the next preceding Business Day) by
the Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

                  "Total Assets" of any Person means, at any time, the total
assets of such Person, as set forth or reflected or as should be set forth or
reflected on the most recent balance sheet of such Person, prepared in
accordance with GAAP.

                  "Transactions" means the execution, delivery and performance
by the Borrowers of the Loan Documents, the borrowing of Loans, the use of the
proceeds thereof and the completion of the Lilly Acquisition.

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

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

                  "US Dollar Equivalent" means, on any date of determination,
(a) with respect to any amount in US Dollars, such amount, and (b) with respect
to any amount in any Designated Foreign Currency, the equivalent in US Dollars
of such amount, determined by the Administrative Agent pursuant to Section 1.05
using the Exchange Rate with respect to such Designated Foreign Currency at the
time in effect under the provisions of such Section.

                  "US Lending Office" means, as to any Australian Tranche
Lender, the applicable office designated to make Loans in US Dollars.

                  "US Tranche Commitment" means, with respect to each US Tranche
Lender, the commitment of such US Tranche Lender set forth on Schedule 2.01 (or
in the Assignment and Acceptance pursuant to which such US Tranche Lender shall
have assumed its US Tranche Commitment) to make US Tranche Revolving Loans
pursuant to Section 2.01(a), as such commitment may be (a) reduced from time to
time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
aggregate amount of the US Tranche Commitments on the date hereof is
US$500,000,000.

                  "US Tranche Lender" mean a Lender with a US Tranche
Commitment.

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

                  "US Tranche Revolving Borrowing" means a Borrowing comprised
of US Tranche Revolving Loans.

                  "US Tranche Revolving Exposure" means, with respect to any US
Tranche Lender at any time, the aggregate principal amount of such Lender's US
Tranche Revolving Loans.

                  "US Tranche Revolving Loan" means a Loan made by a US Tranche
Lender pursuant to Section 2.01(a). Each US Tranche Revolving Loan shall be a
Eurocurrency Loan or an ABR Loan.

                  "Wholly Owned Subsidiary" means any Subsidiary all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Company.

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

<PAGE>


                  "Yen" or "(Y)" means the lawful money of Japan.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class
and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency
Revolving Borrowing").

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

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                  SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m.,
New York City time, on each Calculation Date, the Administrative Agent shall (i)
determine the Exchange Rate as of such Calculation Date with respect to each
Designated Foreign Currency and (ii) give notice thereof to the Lenders and the
Company. The Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Calculation Date (a "Reset
Date"), shall remain effective until the next succeeding Reset Date, and shall
for all purposes of this Agreement (other than Section 9.13 or any other
provision expressly requiring the use of a current Exchange Rate) be the
Exchange Rates employed in converting any amounts between US Dollars and
Designated Foreign Currencies.

                  (b) Not later than 5:00 p.m., New York City time, on each
Reset Date and each date on which Revolving Loans denominated in any Designated
Foreign Currency are made or are continued for a new Interest Period, the
Administrative Agent shall (i) determine the aggregate amount of the US Dollar
Equivalent of the principal amounts of the Loans denominated in Designated
Foreign Currencies then outstanding (after giving effect to any Loans
denominated in Designated Foreign Currencies made or repaid on such date) and
(ii) notify the Lenders and the Company of the results of such determination.

                  SECTION 1.06. Redenomination of Certain Designated Foreign
Currencies. (a) Each obligation of any party to this Agreement to make a payment
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall be
redenominated into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
Interbank Market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the

<PAGE>


Euro as its lawful currency; provided that if any Borrowing in the currency of
such member state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Borrowing, at the end of the
then current Interest Period.

                  (b) Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU Legislation and (i) without
limiting the liability of any Borrower for any amount due under this Agreement
and (ii) without increasing any Commitment of any Lender, all references in this
Agreement to minimum amounts (or integral multiples thereof) denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall, immediately upon such
adoption, be replaced by references to such minimum amounts (or integral
multiples thereof) as shall be specified herein with respect to Borrowings
denominated in Euro.

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


                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. (a) Subject to the terms and
conditions set forth herein, each US Tranche Lender agrees to make US Tranche
Revolving Loans to the Borrowers from time to time during the Availability
Period in US Dollars in amounts that will not result in (i) such Lender's US
Tranche Revolving Exposure exceeding its US Tranche Commitment, (ii) the
aggregate US Tranche Revolving Exposures exceeding the aggregate US Tranche
Commitments or (iii) the sum of the aggregate Revolving Exposures plus the
aggregate Competitive Loan Exposures exceeding the aggregate Commitments.

                  (b) Subject to the terms and conditions set forth herein, each
Multicurrency Tranche Lender agrees to make Multicurrency Tranche Revolving
Loans to the Borrowers from time to time during the Availability Period in US
Dollars or one or more Committed Foreign Currencies (other than Australian
Dollars) in amounts that will not result in (i) such Lender's Multicurrency
Tranche Revolving Exposure exceeding its Multicurrency Tranche Commitment, (ii)
the aggregate Multicurrency Tranche Revolving Exposures exceeding the aggregate
Multicurrency Tranche Commitments, and (iii) the sum of the aggregate Revolving
Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate
Commitments, or (iv) the aggregate US Dollar Equivalent of all outstanding Loans
denominated in Swiss Francs exceeding US$200,000,000.

                  (c) Subject to the terms and conditions set forth herein, each
Australian Tranche Lender agrees (i) to make Australian Tranche Revolving Loans
to the Australian Borrowing Subsidiaries in Australian Dollars from its
Australian Lending Office, and (ii) to make Australian Tranche Revolving Loans
to the Company and the US Borrowing Subsidiaries in US Dollars from its US
Lending Office, in amounts that will not result in (A) such Lender's Australian
Tranche Revolving Exposure exceeding its Australian Tranche Commitment, (B) the
aggregate Australian Tranche Revolving Exposures exceeding the aggregate
Australian Tranche Commitments or (C) the sum of the aggregate Revolving
Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate
Commitments.

                  (d) Within the foregoing limits, and subject to the terms and
conditions set forth herein, any Borrower may borrow, prepay and reborrow
Revolving Loans.

                  SECTION 2.02. Loans and Borrowings. (a) Each US Tranche
Revolving Loan shall be made as part of a Borrowing consisting of US Tranche
Revolving Loans made by the Lenders ratably in accordance with their respective
US Tranche Commitments. Each Multicurrency Tranche Revolving Loan shall be made
as part of a Borrowing consisting of Multicurrency Tranche Revolving Loans made
by the Lenders ratably in accordance with their respective Multicurrency Tranche
Commitments. Each Australian Tranche Revolving Loan shall be made as part of a
Borrowing consisting of Australian Tranche Revolving Loans made by the Lenders
ratably in accordance with their respective Australian Tranche Commitments. Each
Competitive Loan shall be made in accordance with the procedures set

<PAGE>


forth in Section 2.04. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and Competitive Bids of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required hereunder.

                  (b) Subject to Section 2.12, (i) each Revolving Borrowing
denominated in a Designated Foreign Currency (other than Australian Dollars)
shall be comprised entirely of Eurocurrency Loans, (ii) each Revolving Borrowing
denominated in Australian Dollars shall be comprised entirely of Bill Rate
Loans, (iii) each Revolving Borrowing denominated in US Dollars shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower
may request in accordance herewith, and (iv) each Competitive Borrowing shall be
comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the applicable
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of any Borrower to repay such Loan in accordance with
the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Borrowing, such Borrowing shall be in an aggregate amount that is at least equal
to the Borrowing Minimum and an integral multiple of the Borrowing Multiple;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the Commitments. Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of ten Eurocurrency Revolving
Borrowings outstanding with different Interest Period termination dates.

                  (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

                  SECTION 2.03. Requests for Revolving Borrowings. To request a
Borrowing, the applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Applicable Agent of such request by telephone (a) in
the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time,
three Business Days before the date of the proposed Borrowing, (b) in the case
of a Bill Rate Loan, not later than 11:00 a.m., Local Time, three Business Days
before the date of the proposed Borrowing, or (c) in the case of an ABR
Borrowing, not later than 10:00 a.m., New York City time, the Business Day of
the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Applicable Agent of a written Borrowing Request in a form approved by the
Applicable Agent and signed by the applicable Borrower, or by the Company on
behalf of the applicable Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:

                  (i) the Borrower requesting such Borrowing (or on whose behalf
         the Company is requesting such Borrowing);

                  (ii) the Class, currency and aggregate principal amount of the
         requested Borrowing;

                  (iii) the date of the requested Borrowing, which shall be a
         Business Day;

                  (iv) whether the requested Borrowing is to be an ABR
         Borrowing, a Eurocurrency Borrowing or a Bill Rate Borrowing;

                  (v) in the case of a Eurocurrency Borrowing or a Bill Rate
         Borrowing, the initial Interest Period to be applicable thereto, which
         shall be a period contemplated by the definition of the term "Interest
         Period"; and

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

If no currency is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the Borrower shall be deemed to have selected US Dollars. If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be (i) in the case of a Borrowing denominated in US Dollars, an ABR
Borrowing, (ii) in the case of a Borrowing denominated in a Designated Foreign

<PAGE>


Currency (other than Australian Dollars), a Eurocurrency Borrowing and (iii) in
the case of a Borrowing denominated in Australian Dollars, a Bill Rate
Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. Promptly following receipt
of a Borrowing Request in accordance with this Section, the Applicable Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04. Competitive Bid Procedure. (a) Subject to the
terms and conditions set forth herein, from time to time during the Availability
Period any Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans, in each
case denominated in US Dollars or any Designated Foreign Currency (other than
Australian Dollars); provided that after giving effect to any Borrowing of
Competitive Loans the sum of the total Revolving Exposures and the total
Competitive Loan Exposures shall not exceed the total Commitments. To request
Competitive Bids, the Company or the applicable Borrowing Subsidiary shall
notify the Applicable Agent of such request by telephone, in the case of a
Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, four Business
Days before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the
date of the proposed Borrowing; provided that the Borrowers may submit up to
(but not more than) three Competitive Bid Requests on the same day, but a
Competitive Bid Request shall not be made within five Business Days after the
date of any previous Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to the
Applicable Agent of a written Competitive Bid Request in a form approved by the
Applicable Agent and signed by the relevant Borrower. Each such telephonic and
written Competitive Bid Request shall specify the following information in
compliance with Section 2.02:

                  (i) the Borrower requesting such Borrowing (or on whose behalf
         the Company is requesting such Borrowing);

                  (ii) the aggregate principal amount and currency of the
         requested Borrowing;

                  (iii) the date of the requested Borrowing, which shall be a
         Business Day;

                  (iv) whether such Borrowing is to be a Eurocurrency Borrowing
         or a Fixed Rate Borrowing;

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

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

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

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to any Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Applicable Agent and must be received by the Applicable Agent by telecopy, in
the case of a Eurocurrency Competitive Borrowing, not later than 9:30 a.m.,
Local Time, three Business Days before the proposed date of such Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
Local Time, on the proposed date of such Competitive Borrowing. Competitive Bids
that do not conform substantially to the form approved by the Applicable Agent
may be rejected by the Applicable Agent, and the Applicable Agent shall notify
the applicable Lender as promptly as practicable. Each Competitive Bid shall
specify (i) the principal amount (which shall be in an amount that is at least
equal to the Borrowing Minimum and an integral multiple equal to the Borrowing
Multiple, and which may equal the entire principal amount of the Competitive
Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans

<PAGE>


(expressed as a percentage rate per annum in the form of a decimal to no more
than four decimal places) and (iii) the Interest Period applicable to each such
Loan and the last day thereof.

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

                  (d) Subject only to the provisions of this paragraph, the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify the
Applicable Agent by telephone, confirmed by telecopy in a form approved by the
Applicable Agent, whether and to what extent it has decided to accept or reject
each Competitive Bid, in the case of a Eurocurrency Competitive Borrowing, not
later than 10:30 a.m., Local Time, three Business Days before the date of the
proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 10:30 a.m., Local Time, on the date of the proposed Competitive
Borrowing; provided that (i) the failure of the Borrower to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
the relevant Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive
Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of at least the Borrowing Minimum and an integral multiple equal to the
Borrowing Multiple; provided further that if a Competitive Loan must be in an
amount less than the Borrowing Minimum because of the provisions of clause (iv)
above, such Competitive Loan may have a minimum amount of US$1,000,000 (or, in
the case of a Designated Foreign Currency Competitive Loan, the smallest amount
of such Designated Foreign Currency that (i) is an integral multiple of
1,000,000 units (or, in the case of Sterling, 500,000 units) of such currency
and (ii) has a US Dollar Equivalent in excess of US$1,000,000) and in
calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of the Borrowing Multiple in
a manner determined by the Borrower. A notice given by a Borrower pursuant to
this paragraph shall be irrevocable.

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

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

                  SECTION 2.05. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, Local Time, to the
account of the Applicable Agent most recently designated by it for such purpose
by notice to the Lenders. The Applicable Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained by the Applicable Agent (or in the case of
Loans denominated in Australian Dollars, to an account chosen by the applicable
Borrowing Subsidiary) (i) in New York City, in the case of Loans denominated in
US Dollars, (ii) in London, in the case of Loans denominated in Designated
Foreign Currencies (other than Australian Dollars), or (iii) in Sydney, in the
case of Loans denominated in Australian Dollars, and designated by such Borrower
in the applicable Borrowing Request or Competitive Bid Request.

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

<PAGE>


Lender has not in fact made its share of the applicable Borrowing available to
the Applicable Agent, then the applicable Lender and such Borrower severally
agree to pay to the Applicable Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to such Borrower to but excluding the date of payment
to the Applicable Agent, at (x) the Federal Funds Effective Rate (in the case of
a Borrowing in US Dollars), or (y) the rate reasonably determined by the London
Agent or the Australian Agent, as applicable, to be the cost to it of funding
such amount (in the case of a Borrowing in a Designated Foreign Currency), but
not in excess of the interest rate that would have applied to that Borrowing
under the terms of this Agreement. If such Lender pays such amount to the
Applicable Agent, then such amount shall constitute such Lender's Loan included
in such Borrowing.

                  SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing or a Bill Rate Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the relevant Borrower may elect to convert any US Tranche Revolving
Borrowing, Multicurrency Tranche Revolving Borrowing or Australian Tranche
Revolving Borrowing to a Borrowing of a different Type and, in the case of a
Eurocurrency Revolving Borrowing or a Bill Rate Borrowing, may elect Interest
Periods therefor, all as provided in this Section. A Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. Notwithstanding the foregoing,
no Borrowing may be converted to a Borrowing of a different Class or denominated
in a different currency. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

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

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

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

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

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing, a Eurocurrency Borrowing or a Bill Rate Borrowing; and

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

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

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

<PAGE>


                  (e) If the relevant Borrower fails to deliver a timely
Interest Election Request with respect to a Eurocurrency Revolving Borrowing or
Bill Rate Borrowing or irrevocable notice of its intent to prepay such Borrowing
as of the end of the applicable Interest Period thereto, prior to 11:00 a.m.,
Local Time, three Business Days prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be deemed to be and shall
be continued as a Eurocurrency Revolving Borrowing or Bill Rate Borrowing, with
an Interest Period of one month's duration (unless such Borrowing is denominated
in any Designated Foreign Currency other than Australian Dollars, in which case
such Borrowing shall become due and payable on the last day of such Interest
Period). Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Applicable Agent, at the request of the
Required Lenders, so notifies the Company, then, so long as an Event of Default
is continuing (i) no outstanding Revolving Borrowing denominated in US Dollars
may be converted to or continued as a Eurocurrency Borrowing and (ii) unless
repaid, each Eurocurrency Revolving Borrowing denominated in US Dollars shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

                  SECTION 2.07. Termination and Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date.

                  (b) Upon at least three Business Days' prior irrevocable
written notice to the Administrative Agent, the Company may at any time
terminate, or from time to time reduce, the US Tranche Commitments, the
Multicurrency Tranche Commitments or the Australian Tranche Commitments;
provided that (i) each reduction of the Commitments of any such Class shall be
in an amount that is an integral multiple of US$1,000,000 and in a minimum
amount of US$5,000,000 and (ii) the Company shall not terminate or reduce the US
Tranche Commitments if, after giving effect to any concurrent prepayment of
Loans in accordance with this Agreement, (A) the aggregate US Tranche Revolving
Exposures would exceed the aggregate US Tranche Commitments or (B) the aggregate
Revolving Exposures and Competitive Loan Exposures would exceed the aggregate
Commitments, (ii) the Company shall not terminate or reduce the Multicurrency
Tranche Commitments if, after giving effect to any concurrent prepayment of
Loans in accordance with this Agreement, (A) the aggregate Multicurrency Tranche
Revolving Exposures would exceed the aggregate Multicurrency Tranche Commitments
or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would
exceed the aggregate Commitments and (iii) the Company shall not terminate or
reduce the Australian Tranche Commitments if, after giving effect to any
concurrent prepayment of Loans in accordance with this Agreement, (A) the
aggregate Australian Tranche Revolving Exposures would exceed the aggregate
Australian Tranche Commitments or (B) the aggregate Revolving Exposures and
Competitive Loan Exposures would exceed the aggregate Commitments.

                  (c) The Company shall notify the Administrative Agent in
writing of any election to terminate or reduce the Commitments of any Class
under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice pursuant to
this Section 2.07, the Administrative Agent shall advise the London Agent, the
Australian Agent and the Lenders of the contents thereof. Each notice delivered
by the Company pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments of any Class delivered by the Company
may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Company (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the applicable Lenders in accordance with their
respective Commitments of such Class.

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

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

<PAGE>


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

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

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, each Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

                  SECTION 2.09. Prepayment of Loans. (a) Any Borrower shall have
the right at any time and from time to time to prepay any Borrowing of such
Borrower in whole or in part, subject to (i) prior notice in accordance with
paragraph (c) of this Section and (ii) in the case of a Eurocurrency Loan or
Bill Rate Loan, reimbursement of any breakage costs if prepayment occurs other
than at the end of an Interest Period; provided that a Borrower shall not have
the right to prepay any Competitive Loan without the prior consent of the Lender
thereof.

                  (b) In the event and on each occasion that (i) the aggregate
Multicurrency Tranche Revolving Exposures exceed 105% of the total Multicurrency
Tranche Commitments, (ii) the aggregate Australian Tranche Revolving Exposures
exceed 105% of the total Australian Tranche Commitments or (iii) the aggregate
Revolving Exposures and Competitive Loan Exposures exceed the aggregate
Revolving Commitments, the Borrowers shall promptly prepay Revolving Borrowings
in an aggregate amount sufficient to eliminate such excess.

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

                  SECTION 2.10. Fees. (a) The Company agrees to pay to the
Administrative Agent, in US Dollars, for the account of the office (or
Affiliate) of each Lender from which such Lender would make Loans to the Company
in US Dollars hereunder (which office or Affiliate shall be specified by each
Multicurrency Tranche Lender and Australian Tranche Lender in a notice delivered
to the Administrative Agent prior to the initial payment to such Lender under
this paragraph), a facility fee, which shall accrue at the Applicable Rate on
the daily aggregate amount of the US Dollar Equivalent of the Commitments of
such Lender (whether used or unused) during the period from and including the
Effective Date to but excluding the date on which the last of such Commitments
terminates; provided that, if such Lender continues to have any Revolving
Exposure or Competitive Loan Exposure after its Commitments terminate, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Exposures and Competitive Loan Exposure from and including the date on
which the last of its Commitments terminates to but excluding the date on which
such Lender ceases to have any Revolving

<PAGE>


Exposure or Competitive Loan Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year
(commencing on the first such date to occur after the date hereof), on each date
on which the Commitments of a Class terminate and on the Maturity Date; provided
that any facility fees accruing after the Maturity Date shall be payable on
demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

                  (b) For each day on which the sum of (i) the aggregate US
Dollar Equivalent of the Revolving Exposures and the aggregate US Dollar
Equivalent of the "Revolving Exposures" under the 364-Day Agreement and (ii) the
aggregate US Dollar Equivalent of the Competitive Loan Exposures and the
aggregate US Dollar Equivalent of the "Competitive Loan Exposures" under the
364-Day Agreement shall be greater than 33-1/3% of the sum of the aggregate US
Dollar Equivalent of the Commitments and the aggregate US Dollar Equivalent of
the "Commitments" under the 364-Day Agreement, and for each day after the
Maturity Date, a utilization fee, which shall accrue at a rate of 0.125% per
annum, shall be paid to each Lender, through the Applicable Agents, (A) by the
Company and/or Borrowing Subsidiaries in US Dollars (i) on such Lender's US
Tranche Percentage of the aggregate US Tranche Revolving Exposures and (ii) on
such Lender's Australian Tranche Percentage of the portion of the US Dollar
Equivalent of the Australian Tranche Revolving Exposure attributable to
Australian Tranche Revolving Loans made to the Company, (B) by the Australian
Borrowing Subsidiaries in US Dollars on such Lender's Australian Tranche
Percentage of the portion of the US Dollar Equivalent of the Australian Tranche
Revolving Exposure attributable to Australian Tranche Revolving Loans made to
the Australian Borrowing Subsidiaries and (C) by the Company or the Borrowing
Subsidiaries in US Dollars on such Lender's Multicurrency Tranche Percentage of
the US Dollar Equivalent of the aggregate Multicurrency Tranche Revolving
Exposures. The accrued utilization fees, if any, shall be payable in arrears on
the last day of each March, June, September and December and on the Maturity
Date. All utilization fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

                  (c) The Company agrees to pay to the Administrative Agent for
the accounts of the Administrative Agent and the institutions named in the
heading of this Agreement as Co-Syndication Agents and Co-Documentation Agents,
the fees separately agreed upon between the Company, the Administrative Agent
and such institutions.

                  (d) The Company agrees to pay to the Administrative Agent, in
US Dollars, for the account of the office (or Affiliate) of each Lender from
which such Lender would make Loans to the Company in US Dollars hereunder (which
office or Affiliate shall be specified by each Multicurrency Tranche Lender and
Australian Tranche Lender in a notice delivered to the Administrative Agent
prior to the initial payment to such Lender under this paragraph), a ticking
fee, which shall accrue at a rate of 0.050% per annum on the daily aggregate
amount of the US Dollar Equivalent of the Commitments of such Lender (whether
used or unused) during the period from and including December 22, 2000 to but
excluding the Effective Date. Accrued ticking fees shall be payable in arrears
on the Effective Date.

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

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

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

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

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity,

<PAGE>


upon acceleration or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of
overdue principal of any Loan, 2% per annum plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

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

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

                  SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing denominated in
any currency:

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

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

then the Applicable Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Applicable Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing
denominated in such currency to, or continuation of any Revolving Borrowing
denominated in such currency as, a Eurocurrency Borrowing shall be ineffective
and any Eurocurrency Borrowing denominated in such currency that is requested to
be continued (A) if such currency is the US Dollar, shall be converted to an ABR
Borrowing on the last day of the Interest Period applicable thereto and (B) if
such currency is a Designated Foreign Currency, shall be repaid on the last day
of the Interest Period applicable thereto, (ii) any Borrowing Request for a
Eurocurrency Revolving Borrowing denominated in such currency (A) if such
currency is the US Dollar, shall be deemed a request for an ABR Borrowing and
(B) if such currency is a Designated Foreign Currency, shall be ineffective, and
(iii) any request by a Borrower for a Eurocurrency Competitive Borrowing shall
be ineffective; provided that if the circumstances giving rise to such notice do
not affect all the Lenders, then requests by a Borrower for Eurocurrency
Competitive Borrowings may be made to Lenders that are not affected thereby.

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

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

<PAGE>


                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurocurrency Loans, Fixed
         Rate Loans or Bill Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan, Fixed Rate Loan or Bill
Rate Loan (or of maintaining its obligation to make any such Loan) or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or otherwise), then the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender, to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender,
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered. It is acknowledged
that this Agreement is being entered into by the Lenders on the understanding
that the Lenders will not be required to maintain capital against their
Commitments under currently applicable laws, regulations and regulatory
guidelines. In the event Lenders shall be advised by any Governmental Authority
or shall otherwise determine on the basis of pronouncements of any Governmental
Authority that such understanding is incorrect, it is agreed that a Change in
Law will be deemed to have occurred and that the Lenders will be entitled to
make claims under this paragraph based upon market requirements prevailing on
the date hereof for commitments under comparable credit facilities against which
capital is required to be maintained.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall
pay such Lender, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date that such
Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.

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

                  SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan, Fixed Rate Loan or Bill Rate
Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan or Bill Rate Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.07(c)
and is revoked in accordance therewith), (d) the failure to borrow any
Competitive Loan after accepting the Competitive Bid to make such Loan, or (e)
the assignment of any Eurocurrency Loan, Fixed Rate Loan or Bill Rate Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Company pursuant to Section 2.17, then, in any such event, the
Company shall compensate each Lender for the loss, cost and expense attributable
to such event. In the case of a Eurocurrency Loan or Bill Rate Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate or

<PAGE>


Australian Bank Bill Rate, as applicable, that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in the
applicable currency of a comparable amount and period from other banks in the
eurocurrency market or bill rate market, as applicable. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Company and shall be
conclusive absent manifest error. The Company shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

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

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

                  (c) Each Borrower shall indemnify each Agent and Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by such Agent or Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of such
Borrower hereunder or under any other Loan Document (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Company by a Lender or by either of the Agents on its own behalf or on behalf of
a Lender shall be conclusive absent manifest error.

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

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Company (with a
copy to the Applicable Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Company as will permit such payments to be
made without withholding or at a reduced rate; provided, that no Lender shall be
required to deliver any such documentation with respect to an exemption from or
reduction of withholding taxes imposed under the law of a jurisdiction other
than the United States of America unless the Company shall notify it of the
availability of such exemption or reduction and shall request the delivery of
such documentation.

                  SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest,
fees, or of amounts payable under Section 2.13, 2.14, 2.15, 2.19 or 2.20 or
otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately
available funds, without set-off or counterclaim. All such payments shall be
made to the Applicable Agent to such account as it shall from time to time
specify at its offices (i) in the case of any amount denominated in US Dollars,
at 270 Park Avenue, New York, New York, (ii) in the case of any amount
denominated in a Designated Foreign Currency (other than Australian Dollars), at
Chase Manhattan International Limited, Trinity Tower, 9 Thomas More Street,
London, England E19YT, (iii) in the case of any amount

<PAGE>


denominated in Australian Dollars, at Chase Securities Australia Limited, Level
33, AAP Centre, 259 George Street, Sydney, New South Wales, or, in any such
case, at such other address as the Applicable Agent shall from time to time
specify in a notice delivered to the Company; provided that payments pursuant to
Section 2.13, Section 2.14, Section 2.15 and Section 9.03 shall be made directly
to the Persons entitled thereto. The Applicable Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder of principal or interest in respect of any Loan (or of
any breakage indemnity in respect of any Loan) shall be made in the currency of
such Loan; all other payments hereunder and under each other Loan Document shall
be made in US Dollars. Any payment required to be made by an Agent hereunder
shall be deemed to have been made by the time required if such Agent shall, at
or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by such Agent to make such payment. Any amount payable by
any Agent to one or more Lenders in the national currency of a member state of
the European Union that has adopted the Euro as its lawful currency shall be
paid in Euro.

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

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans of any Class resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its
Revolving Loans of such Class and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Revolving Loans of
such Class of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans of such Class; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

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

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative
Agent, the London Agent or the Australian Agent

<PAGE>


may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent, the London Agent or
the Australian Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.17. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.13, or if any Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.13, or
if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under the Loan
Documents (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Company (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

                  SECTION 2.18. Borrowing Subsidiaries. On or after the
Effective Date, the Company may designate any Subsidiary of the Company as a
Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing
Subsidiary Agreement executed by such Subsidiary and the Company, and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing
Subsidiary and a party to this Agreement. Upon the execution by the Company and
delivery to the Administrative Agent of a Borrowing Subsidiary Termination with
respect to any Borrowing Subsidiary, such Subsidiary shall cease to be a
Borrowing Subsidiary and a party to this Agreement; provided that no Borrowing
Subsidiary Termination will become effective as to any Borrowing Subsidiary
(other than to terminate such Borrowing Subsidiary's right to make further
Borrowings under this Agreement) at a time when any principal of or interest on
any Loan to such Borrowing Subsidiary shall be outstanding hereunder. Promptly
following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary
Termination, the Administrative Agent shall send a copy thereof to each Lender.

                  SECTION 2.19. Additional Reserve Costs. (a) If and so long as
any Lender is required to make special deposits with the Bank of England, to
maintain reserve asset ratios or to pay fees, in each case in respect of such
Lender's Eurocurrency Loans in any Designated Foreign Currency, such Lender may
require the relevant Borrower to pay, contemporaneously with each payment of
interest on each of such Loans, additional interest on such Loan at a rate per
annum equal to the Mandatory Costs Rate calculated in accordance with the
formula and in the manner set forth in Exhibit D hereto.

                  (b) If and so long as any Lender is required to comply with
reserve assets, liquidity, cash margin or other requirements of any monetary or
other authority (including any such requirement imposed by the European Central
Bank or the European System of Central Banks, but excluding requirements
reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect
of any of such Lender's Eurocurrency Loans in any Designated Foreign Currency,
such Lender may require the

<PAGE>


relevant Borrower to pay, contemporaneously with each payment of interest on
each of such Lender's Eurocurrency Loans subject to such requirements,
additional interest on such Loan at a rate per annum specified by such Lender to
be the cost to such Lender of complying with such requirements in relation to
such Loan.

                  (c) Any additional interest owed pursuant to paragraph (a) or
(b) above shall be determined by the relevant Lender, which determination shall
be conclusive absent manifest error, and notified to the relevant Borrower (with
a copy to the Administrative Agent) at least five Business Days before each date
on which interest is payable for the relevant Loan, and such additional interest
so notified to the relevant Borrower by such Lender shall be payable to the
Administrative Agent for the account of such Lender on each date on which
interest is payable for such Loan.

                  SECTION 2.20. Foreign Subsidiary Costs. (a) If the cost to any
Lender of making or maintaining any Loan to any Borrowing Subsidiary that is not
named on the signature pages to this Agreement is increased (or the amount of
any sum received or receivable by any Lender (or its applicable lending office)
is reduced) by an amount deemed in good faith by such Lender to be material, by
reason of the fact that such Borrowing Subsidiary is incorporated in, or
conducts business in, a jurisdiction outside the United States of America, such
Borrowing Subsidiary shall indemnify such Lender for such increased cost or
reduction within 15 days after demand by such Lender (with a copy to the
Administrative Agent). A certificate of such Lender claiming compensation under
this paragraph and setting forth the additional amount or amounts to be paid to
it hereunder (and the basis for the calculation of such amount or amounts) shall
be conclusive in the absence of manifest error.

                  (b) Each Lender will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge that will entitle
such Lender to additional interest or payments pursuant to paragraph (a) above,
but in any event within 45 days after such Lender obtains actual knowledge
thereof; provided that (i) if any Lender fails to give such notice within 45
days after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable pursuant to this Section 2.20 in respect of any
costs resulting from such event, only be entitled to payment under this Section
2.20 for costs incurred from and after the date 45 days prior to the date that
such Lender does give such notice and (ii) each Lender will designate a
different applicable lending office, if, in the judgment of such Lender, such
designation will avoid the need for, or reduce the amount of, such compensation
and will not be otherwise disadvantageous to such Lender.

                  SECTION 2.21. Reliquification Bills. Each Australian Borrowing
Subsidiary (the "Applicable Subsidiary") agrees, with respect to Loans
denominated in Australian Dollars made to it:

                  (a) To draw Bills when and in the form required by the
Australian Agent on behalf of an Australian Tranche Lender. However, (i) the
discounted value of those Bills, when added to the total of the discounted value
of all other Bills drawn as required by the Australian Agent on behalf of the
Australian Tranche Lender under this clause and which are outstanding, may not
exceed the Australian Tranche Lender's Loan to which the Bills relate and (ii)
no Bill is to be drawn which would mature after the Maturity Date.

                  (b) The Applicable Subsidiary irrevocably appoints each
Australian Tranche Lender and each authorized officer of each Australian Tranche
Lender individually as its attorney to draw, accept or endorse the Bills and
agrees to ratify all action taken by an attorney under this Section 2.21.

                  (c) The Applicable Subsidiary's obligation to draw Bills
ceases, and the appointment of an Australian Tranche Lender and its authorized
officers as attorney for this purpose is revoked, on payment by the Applicable
Subsidiary to the Australian Agent of all amounts owing to that Australian
Tranche Lender under this Agreement.

                  (d) Each Australian Tranche Lender unconditionally and
irrevocably indemnifies the Applicable Subsidiary against liability or loss
arising from, and any costs, charges and expenses (including stamp duty)
incurred in connection with, any Bill drawn at such Australian Tranche Lender's
request under this Section 2.21.

<PAGE>


                                   ARTICLE III

                         Representations and Warranties

                  The Company represents and warrants to the Lenders that:

                  SECTION 3.01. Corporate Existence and Power. The Company, the
Borrowing Subsidiaries and the Subsidiary Guarantors are each corporations duly
organized, validly existing and in good standing under the laws of the
jurisdiction of their incorporation, are duly qualified to transact business in
every jurisdiction where, by the nature of its business, the failure to be so
qualified could have or cause a Material Adverse Effect, and have all corporate
powers and all governmental licenses, authorizations, consents and approvals
required to carry on their business as now conducted.

                  SECTION 3.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrowers of this
Agreement and the other Loan Documents, and the execution by the Subsidiary
Guarantors of the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement (i) are within the Borrowers' and the Subsidiary
Guarantors' respective corporate powers, (ii) have been duly authorized by all
necessary corporate action, (iii) require no action by or in respect of or
filing with any governmental body, agency or official, (iv) do not contravene,
or constitute a default under, any provision of applicable law or regulation or
of the certificate of incorporation or by-laws of the Company or any Subsidiary
or of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any of its Subsidiaries, and (v) do not result in
the creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

                  SECTION 3.03. Binding Effect. This Agreement has been duly
executed and delivered and constitutes a valid and binding agreement of the
Borrowers enforceable in accordance with its terms, and the other Loan
Documents, when executed and delivered in accordance with this Agreement, will
constitute valid and binding obligations of the Borrowers and the Subsidiary
Guarantors party thereto, enforceable in accordance with their respective terms,
provided that the enforceability hereof and thereof is subject in each case to
general principles of equity and to bankruptcy, insolvency and similar laws
affecting the enforcement of creditors' rights generally.

                  SECTION 3.04. Financial Information. (a) The audited balance
sheet of the Company and the Consolidated Subsidiaries as of October 29, 1999,
and the related statements of income, shareholders' equity and cash flows for
the Fiscal Year then ended, reported on by Ernst & Young LLP, and the unaudited
balance sheets of the Company and the Consolidated Subsidiaries as of January
28, 2000, April 28, 2000 and July 28, 2000 and the related statements of income,
shareholders' equity and cash flows for the Fiscal Quarters and portions of the
Fiscal Year then ended, copies of all of which have been delivered to each of
the Lenders, fairly present, in conformity with GAAP, the consolidated financial
position of the Company and the Consolidated Subsidiaries as of such dates and
their results of operations and cash flows for such periods.

                  (b) Since October 29, 1999, there has been no Material Adverse
Effect.

                  SECTION 3.05. No Litigation. There is no action, suit or
proceeding pending, or to the knowledge of the Company threatened, against or
affecting the Company or any of its Subsidiaries before any court or arbitrator
or any governmental body, agency or official which could have a Material Adverse
Effect or which in any manner draws into question the validity of or could
impair the ability of any Borrower or Subsidiary Guarantor to perform its
obligations under this Agreement or any of the other Loan Documents.

                  SECTION 3.06. Compliance with ERISA. (a) The Company and each
member of the Controlled Group have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and have not incurred any liability to the
PBGC or a Plan under Title IV of ERISA.

<PAGE>


                  (b) Neither the Company nor any member of the Controlled Group
has incurred any withdrawal liability with respect to any Multiemployer Plan
under Title IV of ERISA, and no such liability is expected to be incurred.

                  SECTION 3.07. Compliance with Laws; Payment of Taxes. The
Company and the Subsidiaries are in compliance in all material respects with all
applicable laws, regulations and similar requirements of Governmental
Authorities, except for the matters disclosed in Schedule 3.14 or where such
compliance is being contested in good faith through appropriate proceedings,
except where the failure to comply would not have or cause a Material Adverse
Effect. There have been filed on behalf of the Company and its Subsidiaries all
Federal, state and local income, excise, property and other tax returns which
are required to be filed by them and all taxes due pursuant to such returns or
pursuant to any assessment received by or on behalf of the Company or any
Subsidiary have been paid or are being contested in good faith by appropriate
proceedings. The charges, accruals and reserves on the books of the Company and
the Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Company, adequate. United States income tax returns of the
Company and the Subsidiaries have been examined and closed through the Fiscal
Year ended October 28, 1994.

                  SECTION 3.08. Subsidiaries. Each of the Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, is duly qualified to transact business in
every jurisdiction where, by the nature of its business, such qualification is
necessary, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, except where the failure to qualify or have any such license,
authorization, consent or approval would not have or cause a Material Adverse
Effect. The Company has no Subsidiaries except for those Subsidiaries listed on
Schedule 3.08, or as described in a Compliance Certificate furnished pursuant to
Section 5.01(c), in each case which accurately sets forth each such Subsidiary's
complete name and jurisdiction of incorporation. Each Domestic Material
Subsidiary on the date hereof is separately identified as such in Schedule 3.08
hereto.

                  SECTION 3.09. Investment Company Act. Neither the Company nor
any of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

                  SECTION 3.10. Public Utility Holding Company Act. Neither the
Company nor any of its Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.11. Ownership of Property; Liens. Each of the
Company and its Consolidated Subsidiaries has title to its properties sufficient
for the conduct of its business, and none of such property is subject to any
Lien except as permitted in Section 5.08.

                  SECTION 3.12. No Default. Neither the Company nor any of the
Consolidated Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound which could have or cause a Material Adverse Effect. No
Default has occurred and is continuing.

                  SECTION 3.13. Full Disclosure. All information heretofore
furnished by the Company or any Subsidiary to the Agents or any Lender for
purposes of or in connection with this Agreement or any transaction contemplated
hereby (including the information set forth in the Information Memorandum) is,
and all such information hereafter furnished by the Company or any Subsidiary to
the Agents or any Lender will be, true, accurate and complete in every material
respect or based on reasonable estimates on the date as of which such
information is stated or certified.

                  SECTION 3.14. Environmental Matters. (a) Except for the
matters disclosed in Schedule 3.14, neither the Company nor any Subsidiary is
subject to, or knows any basis for, any Environmental Liability which could have
or cause a Material Adverse Effect and neither the Company nor any Subsidiary
has been designated as a potentially responsible party under CERCLA or under any
state statute similar to CERCLA. To the best knowledge of the Company, except
for the matters

<PAGE>


disclosed in Schedule 3.14, none of the Properties has been identified on any
current or proposed (i) National Priorities List under 40 C.F.R. ss. 300, (ii)
CERCLIS list or (iii) any list arising from a state statute similar to CERCLA.

                  (b) Except for the matters disclosed in Schedule 3.14, no
Hazardous Materials have been or are being used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, managed or
otherwise handled at, or shipped or transported to or from the Properties or are
otherwise present at, on, in or under the Properties, or, to the best of the
knowledge of the Company, at or from any adjacent site or facility, except for
Hazardous Materials used or otherwise handled, to the best knowledge of the
Company, in the ordinary course of business in compliance with all applicable
Environmental Requirements, except where the failure to comply would not have or
cause a Material Adverse Effect.

                  (c) Except for the matters disclosed in Schedule 3.14, the
Company, and each of its Affiliates, has procured all Environmental
Authorizations necessary for the conduct of its business, and, to the best
knowledge of the Company, is in compliance with all Environmental Requirements,
Environmental Authorizations and Environmental Judgments and Orders in
connection with the operation of the Properties and the Company's, and its
Affiliate's, businesses, except where the failure to comply could not have or
cause a Material Adverse Effect.

                  SECTION 3.15. Capital Stock. All Capital Stock, debentures,
bonds, notes and all other securities of the Company and its Subsidiaries
presently issued and outstanding are validly and properly issued. All
outstanding securities (whether debt or equity) of the Company and its
Subsidiaries were registered under the federal and any applicable state
securities laws or were issued in transactions which were exempt from
registration under such laws; provided, that as to any Subsidiary acquired but
not created by the Company, the foregoing representation is made to the best of
the Company's knowledge. The issued shares of Capital Stock of the Company's
Wholly Owned Subsidiaries are owned by the Company free and clear of any Lien or
adverse claim. At least a majority of the issued shares of capital stock of each
of the other Subsidiaries (other than Wholly Owned Subsidiaries) is owned by the
Company, and all such shares owned by the Company are free and clear of any Lien
or adverse claim.

                  SECTION 3.16. Margin Stock. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock (except
in connection with the Lilly Acquisition) or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock, or be used for any purpose
which violates, or which is inconsistent with, the provisions of Regulations U
or X.

                  SECTION 3.17. Insolvency. After giving effect to the execution
and delivery of the Loan Documents and the making of the Loans under this
Agreement, no Borrower or Subsidiary Guarantor will be "insolvent," within the
meaning of such term as defined in Section 101 of Title 11 of the United States
Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other
applicable state law pertaining to fraudulent transfers, as each may be amended
from time to time, or be unable to pay its debts generally as such debts become
due, or have an unreasonably small capital to engage in any business or
transaction, whether current or contemplated.


                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date (the
"Effective Date") on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02):

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

<PAGE>


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

                  (b) The Administrative Agent shall have received the favorable
         written opinion (addressed to the Agents and the Lenders and dated the
         Effective Date) of Lindquist & Vennum, PLLP, special counsel for the
         Borrowers and the Subsidiary Guarantors, substantially in the form of
         Exhibit C and covering such other matters relating to the Borrowers,
         the Subsidiary Guarantors, this Agreement, the other Loan Documents or
         the Transactions as the Agents or the Required Lenders shall reasonably
         request. The Borrowers hereby request such counsel to deliver such
         opinion.

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

                  (d) The Administrative Agent shall have received a certificate
         dated as of the Effective Date and signed by a principal financial
         officer of the Company, as to the satisfaction on the Effective Date of
         the conditions set forth in clauses (a) and (b) of Section 4.02.

                  (e) The Guarantee Agreement shall have been duly executed by
         the parties thereto, shall have been delivered to the Administrative
         Agent and shall be in full force and effect.

                  (f) The Indemnity, Subrogation and Contribution Agreement
         shall have been duly executed by the parties thereto, shall have been
         delivered to the Administrative Agent and shall be in full force and
         effect.

                  (g) All loans outstanding under the Existing Credit Agreement
         shall have been repaid, together with all interest, fees and other
         amounts accrued thereunder, and the Existing Credit Agreement shall
         have been terminated.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including fees, charges and disbursements of
         counsel) required to be reimbursed or paid by the Company or any
         Subsidiary hereunder or under any other Loan Document.

                  (i) All consents and approvals required to be obtained from
         any Governmental Authority in connection with the Lilly Acquisition
         shall have been obtained, and all applicable waiting periods and appeal
         periods shall have expired. The Lilly Acquisition shall have been, or
         substantially simultaneously with the initial funding of Loans on the
         Effective Date shall be, consummated in accordance with the Acquisition
         Agreement and applicable law. Lilly and each of its subsidiaries that,
         by virtue of the Lilly Acquisition, will be a Domestic Material
         Subsidiary shall have become a party to and a guarantor under the
         Guarantee Agreement and the Indemnity, Subrogation and Contribution
         Agreement.

                  (j) After giving effect to the Transactions occurring on or
         prior to the Effective Date, the assets and liabilities of the Company
         and its Subsidiaries shall be consistent in all material respects with
         the pro forma financial statements and projections delivered to the
         Lenders prior to the date hereof.

                  (k) After giving effect to the Transactions occurring on or
         prior to the Effective Date, Lilly shall have no outstanding Debt,
         other than the Lilly Securities.

<PAGE>


                  (l) After giving effect to the Transactions occurring on or
         prior to the Effective Date, both the Index Debt and the Lilly
         Securities shall be rated at least Baa3 by Moody's and at least BBB- by
         S&P.

                  (m) The Lenders shall have received the balance of all upfront
         fees agreed to upon by the Company and the Administrative Agent and
         required to be paid by the Company.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) on or prior to March 23, 2001 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

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

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

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

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

                  SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary.
The obligation of each Lender to make Loans to any Borrowing Subsidiary (other
than the Borrowing Subsidiaries party hereto on the date hereof) is subject to
the satisfaction of the following conditions:

                  (a) The Administrative Agent (or its counsel) shall have
         received such Borrowing Subsidiary's Borrowing Subsidiary Agreement,
         duly executed by all parties thereto.

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


                                    ARTICLE V

                                    Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees and other amounts payable
hereunder shall have been paid in full, the Company covenants and agrees with
the Lenders that:

                  SECTION 5.01. Information. The Company will deliver to each of
the Lenders:

                  (a) as soon as available and in any event within 90 days after
         the end of each Fiscal Year, a consolidated balance sheet of the
         Company and its Consolidated Subsidiaries as of the end of such Fiscal
         Year and the related consolidated statements of income, shareholders'
         equity and cash flows for such Fiscal Year, setting forth in each case
         in comparative form the figures for the previous fiscal year, all
         certified by Ernst & Young LLP or other independent public accountants

<PAGE>


         of nationally recognized standing, with such certification to be free
         of exceptions and qualifications not acceptable to the Required
         Lenders;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year,
         a consolidated balance sheet of the Company and its Consolidated
         Subsidiaries as of the end of such Fiscal Quarter and the related
         statements of income and cash flows for such Fiscal Quarter and for the
         portion of the Fiscal Year ended at the end of such Fiscal Quarter,
         setting forth in each case in comparative form the figures for the
         corresponding Fiscal Quarter and the corresponding portion of the
         previous Fiscal Year, all certified (subject to normal year-end
         adjustments) as to fairness of presentation, GAAP and consistency by
         the chief financial officer, the treasurer or the chief accounting
         officer of the Company;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of
         the chief financial officer, the treasurer or the chief accounting
         officer of the Company substantially in the form of Exhibit E (a
         "Compliance Certificate") (i) setting forth in reasonable detail the
         calculations required to establish whether the Company was in
         compliance with the requirements of Sections 5.03, 5.04, 5.06, 5.08,
         5.11(d) and 5.21 on the date of such financial statements, (ii) stating
         whether any Default exists on the date of such certificate and, if any
         Default then exists, setting forth the details thereof and the action
         which the Company is taking or proposes to take with respect thereto,
         (iii) containing the certification required by Section 5.01(b), and
         (iv) listing any new Subsidiaries not listed on Schedule 3.08 or in any
         prior Compliance Certificate;

                  (d) simultaneously with the delivery of each set of annual
         financial statements referred to in clause (a) above, a statement of
         the firm of independent public accountants which reported on such
         statements to the effect that nothing has come to their attention to
         cause them to believe that any Default under any of Sections 5.03, 5.04
         and 5.11(d) existed on the date of such financial statements;

                  (e) within five Domestic Business Days after the chief
         executive officer, chief operating officer, chief financial officer,
         chief accounting officer or treasurer of the Company becomes aware of
         the occurrence of any Default, a certificate of the chief financial
         officer, treasurer or the chief accounting officer of the Company
         setting forth the details thereof and the action which the Company is
         taking or proposes to take with respect thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
         the Company generally, copies of all financial statements, reports and
         proxy statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and annual,
         quarterly or monthly reports which the Company shall have filed with
         the Securities and Exchange Commission;

                  (h) if and when the Company or any member of the Controlled
         Group (i) gives or is required to give notice to the PBGC of any
         "reportable event" (as defined in Section 4043 of ERISA) with respect
         to any Plan which might constitute grounds for a termination of such
         Plan under Title IV of ERISA, or knows that the plan administrator of
         any Plan has given or is required to give notice of any such reportable
         event, a copy of the notice of such reportable event given or required
         to be given to the PBGC; (ii) receives notice of complete or partial
         withdrawal liability under Title IV of ERISA, a copy of such notice; or
         (iii) receives notice from the PBGC under Title IV of ERISA of an
         intent to terminate or appoint a trustee to administer any Plan, a copy
         of such notice;

<PAGE>


                  (i) promptly after the Company knows of the commencement
         thereof, notice of any litigation or other legal proceeding involving a
         claim against the Company and/or any Subsidiary for US$10,000,000 or
         more in excess of amounts covered in full by applicable insurance; and

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

                  SECTION 5.02. Inspection of Property, Books and Records. The
Company will (i) keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business
and activities; and (ii) permit, and will cause each Subsidiary to permit,
representatives of any Lender at such Lender's expense prior to the occurrence
of an Event of Default and at the Company's expense after the occurrence of an
Event of Default to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and to
discuss their respective affairs, finances and accounts with their respective
officers, employees and independent public accountants. The Company agrees to
cooperate and assist in such visits and inspections, in each case at such
reasonable times and as often as may reasonably be desired.

                  SECTION 5.03. Ratio of Consolidated Debt to Consolidated
EBITDA. The ratio of Consolidated Debt at any date to Consolidated EBITDA for
the period of four consecutive Fiscal Quarters ended on or most recently prior
to such date will not exceed the ratio set forth opposite such period:

-------------------------------------------------------------------------
                    Period                                   Ratio
-------------------------------------------------------------------------
Effective Date through first anniversary of              4.75 to 1.00
Effective Date
-------------------------------------------------------------------------
Day after first anniversary of Effective Date            3.50 to 1.00
through second anniversary of Effective Date
-------------------------------------------------------------------------
Day after second anniversary of Effective Date           3.25 to 1.00
through third anniversary of Effective Date
-------------------------------------------------------------------------
Thereafter                                               3.00 to 1.00
-------------------------------------------------------------------------

                  SECTION 5.04. Minimum Shareholders' Equity. Shareholders'
Equity will at no time be less than US$373,500,000 plus the sum of (i) 50% of
the cumulative Reported Net Income of the Company and its Consolidated
Subsidiaries during any period after October 31, 2000 (taken as one accounting
period), calculated quarterly but excluding from such calculations of Reported
Net Income for purposes of this clause (i) any quarter in which the Consolidated
Net Income of the Company and its Consolidated Subsidiaries is negative, and
(ii) 100% of the cumulative Net Proceeds of Capital Stock/Conversion of Debt
received during any period after the date hereof, calculated quarterly.

                  SECTION 5.05. Restricted Payments. The Company will not
declare or make any Restricted Payment during any Fiscal Year, except for stock
repurchases and dividends approved by the Board of Directors of the Company.

                  SECTION 5.06. Loans or Advances. Neither the Company nor any
of its Subsidiaries shall make loans or advances to any Person except: (i) loans
or advances to employees not exceeding US$10,000,000 in the aggregate at any
time outstanding made in the ordinary course of business; (ii) deposits required
by government agencies or public utilities; (iii) loans or advances to any
Borrower or Subsidiary Guarantor; (iv) Prepaid Rebates; and (v) loans, advances
or deposits other than those permitted by clauses (i) through (iv) of this
Section not exceeding 10% of Consolidated Total Assets in the aggregate at any
time outstanding, provided that after giving effect to the making of any loans,
advances or deposits permitted by clause (i), (ii), (iii), (iv) or (v) of this
Section, no Default shall have occurred and be continuing.

<PAGE>


                  SECTION 5.07. Acquisitions. Neither the Company nor any of its
Subsidiaries shall make any Acquisitions, provided, that Permitted Acquisitions
may be made if, after giving effect thereto, no Default or Event of Default
would be caused thereby (giving effect to such Permitted Acquisitions on a pro
forma basis as to financial covenants as if they had occurred on each relevant
date or at the beginning of each relevant period).

                  SECTION 5.08. Negative Pledge. Neither the Company nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
         outstanding on the date of this Agreement in an aggregate principal
         amount not exceeding US$10,000,000;

                  (b) any Lien existing on any asset of any corporation at the
         time such corporation becomes a Consolidated Subsidiary and not created
         in contemplation of such event;

                  (c) any Lien on any asset (other than Equity Interests,
         Indebtedness or inventory) securing Debt incurred or assumed for the
         purpose of financing all or any part of the cost of acquiring or
         constructing such asset, provided that such Lien attaches to such asset
         concurrently with or within 18 months after the acquisition or
         completion of construction thereof;

                  (d) any Lien on any asset of any corporation existing at the
         time such corporation is merged or consolidated with or into the
         Company or a Consolidated Subsidiary and not created in contemplation
         of such event;

                  (e) any Lien existing on any asset prior to the acquisition
         thereof by the Company or a Consolidated Subsidiary and not created in
         contemplation of such acquisition;

                  (f) Liens securing Debt owing by any Subsidiary to any
         Borrower or Subsidiary Guarantor;

                  (g) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that (i) such Debt
         is not secured by any additional assets, and (ii) the amount of such
         Debt secured by any such Lien is not increased;

                  (h) Liens incidental to the conduct of its business or the
         ownership of its assets which (i) do not secure Debt and (ii) do not in
         the aggregate materially detract from the value of its assets or
         materially impair the use thereof in the operation of its business;

                  (i) any Lien on Excess Margin Stock; and

                  (j) Liens not otherwise permitted by the foregoing clauses of
         this Section securing Debt (other than Loans) in an aggregate principal
         amount at any time outstanding which, together with the amount of Debt
         secured by Liens permitted by the foregoing paragraphs (a) through (i),
         does not exceed 10% of Consolidated Total Assets.

                  SECTION 5.09. Maintenance of Existence. The Company shall, and
shall cause each Subsidiary Guarantor and each other Borrower to, maintain its
corporate existence and carry on its business in substantially the same manner
and in substantially the same fields in which such business is now carried on,
except as permitted by Section 5.11.

                  SECTION 5.10. Dissolution. None of the Company, any Subsidiary
Guarantor or any other Borrower shall suffer or permit dissolution or
liquidation either in whole or in part or redeem or

<PAGE>


retire any shares of its own stock or that of any Subsidiary, except (i) through
a corporate reorganization permitted by Section 5.11 or (ii) Restricted Payments
permitted by Section 5.05.

                  SECTION 5.11. Consolidations, Mergers and Sales of Assets. The
Company will not, nor will it permit any Subsidiary to, consolidate or merge
with or into, or sell, lease or otherwise transfer all or any substantial part
of its assets (other than Excess Margin Stock) to, any other Person, or
discontinue or eliminate any business line or segment, provided that (a) the
Company may merge with another Person if (i) such Person was organized under the
laws of the United States of America or one of its states, (ii) the Company is
the corporation surviving such merger and (iii) immediately after giving effect
to such merger, no Default shall have occurred and be continuing, (b)
Subsidiaries of the Company may merge with one another, or with and into the
Company where the Company is the corporation surviving such merger, (c)
Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may
transfer assets among themselves, (d) the foregoing limitation on the sale,
lease or other transfer of assets and on the discontinuation or elimination of a
business line or segment shall not apply to loans or advances permitted by
Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the
discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred (other than
inventory sold in the ordinary course of business), and all other assets
utilized in all other business lines or segments discontinued, during such
Fiscal Quarter and the immediately preceding three Fiscal Quarters contributed
more than 20% of Consolidated Operating Profits during the four consecutive
Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company
and any Subsidiary Guarantor may sell inventory in the ordinary course of
business.

                  SECTION 5.12. Use of Proceeds. The proceeds of the Loans will
be used only for the purposes referred to in the preamble to this Agreement. No
portion of the proceeds of the Loans will be used by the Company or any
Subsidiary (i) directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of purchasing or carrying any Margin Stock (except in
connection with the Lilly Acquisition), or (ii) for any purpose in violation of
any applicable law or regulation.

                  SECTION 5.13. Compliance with Laws; Payment of Taxes. (a) The
Company will, and will cause each of its Subsidiaries and each member of the
Controlled Group to, comply with applicable laws (including but not limited to
ERISA and Environmental Requirements), regulations and similar requirements of
Governmental Authorities (including but not limited to PBGC), except where the
necessity of such compliance is being contested in good faith through
appropriate proceedings diligently pursued. The Company will, and will cause
each of its Subsidiaries to, pay promptly when due all taxes, assessments,
governmental charges, claims for labor, supplies, rent and other obligations
which, if unpaid, might become a lien against the property of the Company or any
Subsidiary, except liabilities being contested in good faith by appropriate
proceedings diligently pursued and against which the Company shall have set up
reserves in accordance with GAAP.

                  (b) The Company shall not permit the aggregate complete or
partial withdrawal liability under Title IV of ERISA with respect to
Multiemployer Plans incurred by the Company and members of the Controlled Group
to exceed US$10,000,000 at any time. For purposes of this Section 5.13(b), the
amount of withdrawal liability of the Company and members of the Controlled
Group at any date shall be the aggregate present value of the amount claimed to
have been incurred less any portion thereof which the Company and members of the
Controlled Group have paid or as to which the Company reasonably believes, after
appropriate consideration of possible adjustments arising under Sections 4219
and 4221 of ERISA, it and members of the Controlled Group will have no
liability.

                  SECTION 5.14. Insurance. The Company will maintain, and will
cause each of its Subsidiaries to maintain (either in the name of the Company or
in such Subsidiary's own name), with financially sound and reputable insurance
companies, insurance on all its Property in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies of established repute engaged in the same or similar business.

<PAGE>


                  SECTION 5.15. Change in Fiscal Year. The Company will not
change its Fiscal Year without the consent of the Required Lenders.

                  SECTION 5.16. Maintenance of Property. The Company shall, and
shall cause each Subsidiary to, maintain all of its material properties and
assets in good condition, repair and working order, ordinary wear and tear
excepted.

                  SECTION 5.17. Environmental Notices. The Company shall furnish
to the Lenders and the Administrative Agent prompt written notice of all
material Environmental Liabilities, Environmental Notices and Environmental
Judgments and Orders and pending, threatened or anticipated Environmental
Proceedings relating to the Company, any of its Subsidiaries or the Properties.

                  SECTION 5.18. Environmental Matters. The Company and its
Subsidiaries will not, and will not permit any Third Party to, use, produce,
manufacture, process, treat, recycle, generate, store, dispose of, manage at, or
otherwise handle or ship or transport to or from the Properties any Hazardous
Materials except for Hazardous Materials used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed, managed or otherwise
handled, to the best knowledge of the Company, in compliance with all applicable
Environmental Requirements, except where the failure to comply could not
(individually or in the aggregate) reasonably be expected to have or cause a
Material Adverse Effect.

                  SECTION 5.19. Environmental Release. The Company agrees that
upon the occurrence of an Environmental Release at or on any of the Properties
it will act immediately to investigate the extent of, and to take appropriate
remedial action with respect to, such Environmental Release, whether or not
ordered or otherwise directed to do so by any Environmental Authority.

                  SECTION 5.20. Transactions with Affiliates. Neither the
Company nor any of its Subsidiaries shall enter into, or be a party to, any
material transaction with any Affiliate of the Company or such Subsidiary (which
Affiliate is not a Borrower or a Subsidiary Guarantor), except as permitted by
law and in the ordinary course of business and pursuant to reasonable terms no
less favorable to the Company or such Subsidiary than would be obtained in a
comparable arm's length transaction with a Person which is not an Affiliate.

                  SECTION 5.21. Limitation on Subsidiary Debt. The Company shall
not permit the outstanding principal amount of Debt of the Subsidiaries (other
than (i) Debt owed to any Borrower or Subsidiary Guarantor and (ii) Debt owed
under this Agreement or any other Loan Document) at any time to exceed, in the
aggregate, 10% of Consolidated Total Assets, provided that Debt outstanding
under Lilly's 7-3/4% Senior Notes due 2007 shall not be included in the
determination of the Subsidiaries' "Debt" under this Section.

                  SECTION 5.22. Subsidiary Guarantors. (a) The Company shall
cause each Domestic Material Subsidiary that is not already a Subsidiary
Guarantor to become a party to, and agree to be bound by the terms of, the
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement
pursuant to an instrument in form and substance satisfactory to the
Administrative Agent executed and delivered to the Administrative Agent by such
Domestic Material Subsidiary as promptly as practicable and in any event within
20 Domestic Business Days after the day on which it becomes a Domestic Material
Subsidiary. The Company shall also cause the items specified in Sections 4.01(b)
and (c) to be delivered to the Administrative Agent concurrently with the
instrument referred to above, modified appropriately to refer to such instrument
and such Domestic Material Subsidiary.

                  (b) Once any Subsidiary becomes a Domestic Material Subsidiary
and a party to the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement, such Subsidiary thereafter shall remain a party to and a
guarantor under the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement without regard to the amount of its Total Assets on any
day or Operating Profits for any period.

<PAGE>


                                   ARTICLE VI

                                Events of Default

                  SECTION 6.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                  (a) any Borrower shall fail to pay when due any principal of
         any Loan or shall fail to pay any interest on any Loan within five
         Domestic Business Days after such interest shall become due, or shall
         fail to pay any fee or other amount payable hereunder within five
         Domestic Business Days after such fee or other amount becomes due; or

                  (b) the Company shall fail to observe or perform any covenant
         contained in Section 5.01(e), 5.02(ii), 5.03, 5.04, 5.08, 5.09, 5.10 or
         5.11; or

                  (c) any Borrower shall fail to observe or perform any covenant
         or agreement contained or incorporated by reference in this Agreement
         (other than those covered by clause (a) or (b) above) or any other Loan
         Document for thirty days after the earlier of (i) the first day on
         which the Company has knowledge of such failure or (ii) written notice
         thereof has been given to the Company by the Administrative Agent at
         the request of any Lender; or

                  (d) any representation, warranty, certification or statement
         made or deemed made by the Company in Article III of this Agreement, or
         by any Subsidiary Guarantor in Section 8 of the Guarantee Agreement, or
         by the Company or any other Borrower in any certificate, financial
         statement or other document delivered pursuant to this Agreement or any
         Loan Document shall prove to have been incorrect or misleading in any
         material respect when made (or deemed made); or

                  (e) the Company or any Subsidiary shall fail to make any
         payment in respect of Debt outstanding in an aggregate principal amount
         in excess of US$10,000,000 (other than the Loans) when due or within
         any applicable grace period; or

                  (f) any event or condition shall occur which results in the
         acceleration of the maturity of Debt of the Company or any Subsidiary
         in an aggregate principal amount in excess of US$10,000,000 or the
         mandatory prepayment or purchase of such Debt by the Company (or its
         designee) or such Subsidiary (or its designee) prior to the scheduled
         maturity thereof, or enables (or, with the giving of notice or lapse of
         time or both, would enable) the holders of such Debt or any Person
         acting on such holders' behalf to accelerate the maturity thereof or
         require the mandatory prepayment or purchase thereof prior to the
         scheduled maturity thereof, without regard to whether such holders or
         other Person shall have exercised or waived their right to do so; or

                  (g) the Company or any Subsidiary shall commence a voluntary
         case or other proceeding seeking liquidation, reorganization or other
         relief with respect to itself or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, or
         shall consent to any such relief or to the appointment of or taking
         possession by any such official in an involuntary case or other
         proceeding commenced against it, or shall make a general assignment for
         the benefit of creditors, or shall fail generally, or shall admit in
         writing its inability, to pay its debts as they become due, or shall
         take any corporate action to authorize any of the foregoing; or

                  (h) an involuntary case or other proceeding shall be commenced
         against the Company or any Subsidiary seeking liquidation,
         reorganization or other relief with respect to it or its debts under
         any bankruptcy, insolvency or other similar law now or hereafter in
         effect or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its property, and such involuntary case or other proceeding shall
         remain undismissed and unstayed for a period of 60 days; or an order
         for relief shall be entered against the Company or any Subsidiary under
         the federal bankruptcy laws as now or hereafter in effect; or

<PAGE>


                  (i) the Company or any member of the Controlled Group shall
         fail to pay when due any material amount which it shall have become
         liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
         notice of intent to terminate a Plan or Plans shall be filed under
         Title IV of ERISA by the Company, any member of the Controlled Group,
         any plan administrator or any combination of the foregoing; or the PBGC
         shall institute proceedings under Title IV of ERISA to terminate or to
         cause a trustee to be appointed to administer any such Plan or Plans or
         a proceeding shall be instituted by a fiduciary of any such Plan or
         Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding
         shall not have been dismissed within 30 days thereafter; or a condition
         shall exist by reason of which the PBGC would be entitled to obtain a
         decree adjudicating that any such Plan or Plans must be terminated; or

                  (j) one or more judgments or orders for the payment of money
         in an aggregate amount in excess of US$10,000,000 shall be rendered
         against the Company or any Subsidiary and the Company or such
         Subsidiary shall not discharge the same in accordance with its terms or
         procure a stay of execution thereof within 30 days from the date of
         entry thereof, and within such period of 30 days, or such longer period
         during which execution of such judgment shall have been stayed, appeal
         therefrom and cause the execution thereof to be stayed during such
         appeal; or

                  (k) a federal tax lien shall be filed against the Company or
         any Subsidiary under Section 6323 of the Code or a lien of the PBGC
         shall be filed against the Company or any Subsidiary under Section 4068
         of ERISA and in either case such lien shall remain undischarged for a
         period of 25 days after the date of filing; or

                  (l) (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) of 30% or more of the outstanding shares of the
         voting stock of the Company; or (ii) as of any date a majority of the
         Board of Directors of the Company shall consist of individuals who were
         not either (A) directors of the Company as of the corresponding date of
         the previous year, (B) selected or nominated to become directors by the
         Board of Directors of the Company of which a majority consisted of
         individuals described in clause (A), or (C) selected or nominated to
         become directors by the Board of Directors of the Company of which a
         majority consisted of individuals described in clause (A) or
         individuals described in clause (B); or

                  (m) any provision of the Guarantee Agreement shall for any
         reason cease to be valid and binding on any Subsidiary Guarantor, or
         any Subsidiary Guarantor (or any Person acting on behalf of any
         Subsidiary Guarantor) shall deny or disaffirm its obligations under the
         Guarantee Agreement;

                  (n) the Guarantee of the Company set forth in Article VIII
         shall cease at any time to be in full force and effect, or the Company
         shall so assert in writing, or the Company shall disaffirm or deny any
         of its Obligations hereunder in writing; or

                  (o) an "Event of Default" shall occur as defined in the
         364-Day Credit Agreement

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Lenders, by notice to the Company terminate the Commitments and
they shall thereupon terminate, and (ii) if requested by the Required Lenders,
by notice to the Company declare the Loans (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents to be, and the Loans (together with all accrued interest thereon) and
all other amounts payable hereunder and under the other Loan Documents shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrowers; provided that if any Event of Default specified in clause (g) or (h)
above occurs with respect to any Borrower, without any notice to any Borrower or
any other act by the Administrative Agent or the Lenders, the Commitments shall
thereupon automatically terminate and the Loans (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents shall automatically become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers. Notwithstanding the foregoing, the

<PAGE>


Administrative Agent shall have available to it all other remedies at law or
equity, and shall exercise any one or all of them at the request of the Required
Lenders.

                  SECTION 6.02. Notice of Default. The Administrative Agent
shall give notice to the Company of any Default under Section 6.01(c) promptly
upon being requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.


                                   ARTICLE VII

                                   The Agents

                  In order to expedite the transactions contemplated by this
Agreement, Chase is hereby appointed to act as Administrative Agent, CMIL is
hereby appointed to act as London Agent, and Chase Australia is hereby appointed
to act as Australian Agent, on behalf of the Lenders. Each of the Lenders and
each assignee of any such Lender hereby irrevocably authorizes the Agents to
take such actions on behalf of such Lender or assignee and to exercise such
powers as are delegated to the Agents by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

                  With respect to the Loans made by it hereunder, each Agent in
its individual capacity and not as Agent shall have the same rights and powers
as any other Lender and may exercise the same as though it were not an Agent,
and the Agents and their Affiliates in their respective individual capacities
may accept deposits from, lend money to and generally engage in any kind of
business with the Company or any Subsidiary or other Affiliate thereof as if it
were not an Agent.

                  The Agents shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) no Agent shall be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) no Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, no Agent
shall have any duty to disclose, and no Agent shall be liable for the failure to
disclose, any information relating to the Company or any of its Subsidiaries
that is communicated to or obtained by the institution serving as Agent or any
of its Affiliates in any capacity. No Agent shall be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02) or in the absence of its own
gross negligence or wilful misconduct. No Agent shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to
such Agent by a Borrower or a Lender, and no Agent shall be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with the Loan Documents, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein,
(iv) the validity, enforceability, effectiveness or genuineness of the Loan
Documents or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein or in any other
Loan Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

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

                  Each Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by such
Agent. Each Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties.

<PAGE>


The exculpatory provisions of the preceding paragraphs and the provisions of
Section 9.03 shall apply to any such sub-agent and to the Related Parties of
each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided in this paragraph, any Agent may resign at any time by notifying the
Lenders and the Company. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Company, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the
Company and such successor. After the Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

                  None of the institutions named as Co-Syndication Agents or
Co-Documentation Agents in the heading of this Agreement shall, in their
capacities as such, have any duties or responsibilities of any kind under this
Agreement.


                                  ARTICLE VIII

                                    Guarantee

                  In order to induce the Lenders to extend credit to the
Borrowing Subsidiaries hereunder, the Company hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the
Obligations of the Borrowing Subsidiaries. The Company further agrees that the
due and punctual payment of the Obligations of the Borrowing Subsidiaries may be
extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee hereunder
notwithstanding any such extension or renewal of any Obligation.

                  The Company waives presentment to, demand of payment from and
protest to any Borrowing Subsidiary of any of the Obligations, and also waives
notice of acceptance of its obligations and notice of protest for nonpayment.
The obligations of the Company hereunder shall not be affected by and the
Company hereby waives any defense that it may now or hereafter have arising out
of the following: (a) the failure of any Lender to assert any claim or demand or
to enforce any right or remedy against any Borrowing Subsidiary under the
provisions of this Agreement, any other Loan Document or otherwise; (b) any
extension or renewal of any of the Obligations; (c) any rescission, waiver,
amendment or modification of, or release from, any of the terms or provisions of
this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document or
agreement; (d) the failure or delay of any Lender to exercise any right or
remedy against any other guarantor of the Obligations; (e) the failure of any
Lender to assert any claim or demand or to enforce any remedy under any Loan
Document or any other agreement or instrument; (f) any default, failure or
delay, wilful or otherwise, in the performance of the Obligations; or (g) any
other act, omission or delay to do any other act which may or might in any
manner or to any extent vary the risk of the Company or otherwise operate as a
discharge of the Company as a matter of law or equity or which would impair or
eliminate any right of the Company to subrogation.

<PAGE>


                  The Company further agrees that its guarantee hereunder
constitutes a promise of payment when due (whether or not any bankruptcy or
similar proceeding shall have stayed the accrual or collection of any of the
Obligations or operated as a discharge thereof) and not merely of collection,
and waives any right to require that any resort be had by any Lender to any
balance of any deposit account or credit on the books of any Lender in favor of
any Borrower or Subsidiary Guarantor or any other Person.

                  The obligations of the Company hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of the
Obligations or otherwise.

                  The Company further agrees that its obligations hereunder
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligation is rescinded or must
otherwise be restored by any Lender upon the bankruptcy or reorganization of any
Borrower or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Lender may have at law or in equity against the Company by
virtue hereof, upon the failure of any Borrowing Subsidiary to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by the Administrative
Agent, forthwith pay, or cause to be paid, to the Administrative Agent for
distribution to the Lenders in cash an amount equal the unpaid principal amount
of such Obligation. The Company further agrees that if payment in respect of any
Obligation shall be due in a currency other than US Dollars and/or at a place of
payment other than New York and if, by reason of any legal prohibition,
disruption of currency or foreign exchange markets, war or civil disturbance or
other event, payment of such Obligation in such currency or at such place of
payment shall be impossible or, in the judgment of any Lender, not consistent
with the protection of its rights or interests, then, at the election of such
Lender, the Company shall make payment of such Obligation in US Dollars (based
upon the applicable Exchange Rate in effect on the date of payment) and/or in
New York, and shall indemnify such Lender against any losses or expenses
(including losses or expenses resulting from fluctuations in exchange rates)
that it shall sustain as a result of such alternative payment.

                  Upon payment in full by the Company of any Obligation of any
Borrowing Subsidiary, each Lender shall, in a reasonable manner, assign to the
Company the amount of such Obligation owed to such Lender and so paid, such
assignment to be pro tanto to the extent to which the Obligation in question was
discharged by the Company, or make such disposition thereof as the Company shall
direct (all without recourse to any Lender and without any representation or
warranty by any Lender). Upon payment by the Company of any sums as provided
above, all rights of the Company against any Borrowing Subsidiary arising as a
result thereof by way of right of subrogation or otherwise shall in all respects
be subordinated and junior in right of payment to the prior indefeasible payment
in full of all the Obligations owed by such Borrowing Subsidiary to the Lenders.


                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Company, to it at 1101 South Third Street,
         Minneapolis, MN 55415, Attention of Deborah Weiss, Treasurer (Telecopy
         No. (612) 375-7750);

                  (b) if to any Borrowing Subsidiary or Subsidiary Guarantor, to
         it in care of the Company as provided in paragraph (a) above;

                  (c) if to the Administrative Agent, to The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Margaret Swales (Telecopy
         No. (212) 552-5662); with a copy to The Chase Manhattan Bank,

<PAGE>


         10 South LaSalle Street, 23rd Floor, Chicago, IL 60603, Attention of
         Jonathan Twichell (Telecopy No. (312) 807-4550); with a copy to the
         London Agent and the Australian Agent; and

                  (d) if to the London Agent, to it at Chase Manhattan
         International Limited, Trinity Tower, 9 Thomas More Street, London,
         England E19YT Attention of Loans Agency Division (Telecopy No.
         011-44-171-777-2360); with a copy to the Administrative Agent as
         provided in paragraph (c) above;

                  (e) if to the Australian Agent, to it at Chase Securities
         Australia Limited, Level 25, Grosvenor Place, 225 George Street,
         Sydney, New South Wales, Attention of Yvonne Blunt (Telecopy No.
         011-612-9251-3371); with a copy to the Administrative Agent as provided
         in paragraph (c) above;

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

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

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
any Agent or Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Borrower or Subsidiary Guarantor therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether any Agent or Lender may have had
notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any of the Loan Documents nor
any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Company
and the Required Lenders or by the Company and the Administrative Agent with the
consent of the Required Lenders (and, in the case of a Borrowing Subsidiary
Agreement, the applicable Borrowing Subsidiary); provided that no such agreement
shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.16(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision of any Loan Document specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender (or each Lender of such Class, as the case may
be), (vi) release the Company from its obligations under Article VIII or
release any of the Subsidiary Guarantors from their obligations under the
Guarantee Agreement without the consent of each Lender, or (vii) change any
provisions of any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders holding Loans of any Class
differently than those of Lenders holding Loans of any other Class without the
written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of each adversely affected Class; provided further
that (A) no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agent hereunder without the prior written consent of such Agent
and (B) any waiver, amendment or modification of this Agreement that by its
terms affects the rights or duties under this Agreement of the US Tranche
Lenders (but not the Multicurrency Tranche Lenders or the Australian Tranche
Lenders), the Multicurrency

<PAGE>


Tranche Lenders (but not the US Tranche Lenders or the Australian Tranche
Lenders), or the Australian Tranche Lenders (but not the US Tranche Lenders or
the Multicurrency Tranche Lenders) may be effected by an agreement or agreements
in writing entered into by the Company and the requisite percentage in interest
of the affected class of Lenders.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Company shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the London Agent and the Australian Agent and each of
their Affiliates, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent and London Agent,
in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement or the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof (whether or
not the transactions contemplated hereby or thereby shall be consummated) and
(ii) all out-of-pocket expenses incurred by the Administrative Agent, the London
Agent, the Australian Agent and any Lender, including the reasonable fees,
charges and disbursements of any counsel for the Administrative Agent, the
London Agent, the Australian Agent and any Lender, in connection with the
enforcement or protection of its rights in connection with any Loan Document,
including its rights under this Section, or in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans.

                  (b) The Company agrees to indemnify the Agents and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom or any transaction in which such proceeds are used, (iii) any actual
or alleged presence or Environmental Release of Hazardous Materials on or from
any property currently or formerly owned or operated by the Company or any of
its Subsidiaries or Affiliates, or any Environmental Liability related in any
way to the Company or any of its Subsidiaries or Affiliates or their respective
predecessors, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are finally determined by a court of competent jurisdiction to have resulted
from the gross negligence or wilful misconduct of such Indemnitee.

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

                  (d) To the extent permitted by applicable law, no Borrower
shall assert, and each Borrower hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.

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

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by

<PAGE>


any Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) Any Lender may assign by novation to one or more assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, each of the Company and the Administrative Agent must
give their prior written consent to such assignment, which consent shall not be
unreasonably withheld, (ii) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender's Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than US$5,000,000 unless each of the
Company and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, except that this
clause (iii) shall not apply to rights in respect of outstanding Competitive
Loans, (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of US$3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Company otherwise
required under this paragraph shall not be required if a Default or an Event of
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Acceptance the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15, 2.19, 2.20 and
9.03). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) of this Section.

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

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

                  (e) Any Lender may, without the consent of any Borrower or the
Administrative Agent sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under

<PAGE>


this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14, 2.15, 2.19 and 2.20 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.16(c) as though it were a
Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13, 2.14, 2.15, 2.19 or 2.20 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Company's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.15 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 2.15(e) as though it were a Lender.

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

                  (h) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Company, the option to provide to the
Borrowers all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrowers pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan,
(ii) nothing herein shall relieve the Granting Lender of liability for the
performance or nonperformance by the SPC of the obligations of the Granting
Lender under this Agreement. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States of America or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPC may (i) with notice to, but without the prior written consent of,
the Company and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institution (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrowers herein or in any other Loan
Document and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and thereto and
shall survive the execution and delivery of this Agreement and any other Loan
Document and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount

<PAGE>


payable under this Agreement or any other Loan Document is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.13, 2.14, 2.15, 2.19, 2.20 and 9.03 and Article VII
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Commitments or the termination of this
Agreement or any other Loan Document or any provision hereof or thereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of any Borrower against any of and all the obligations of such Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Borrower or its properties
in the courts of any jurisdiction.

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

<PAGE>


                  (d) Each party to this Agreement (including any Borrowing
Subsidiaries) irrevocably consents to service of process in the manner provided
for notices in Section 9.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the London Agent, the Australian Agent and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or participant in, or any prospective assignee of or participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty to any swap or derivative transaction relating to the
Company and its obligations, or any advisor of any such counterparty, (g) with
the consent of the Company or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent, the London Agent, the Australian
Agent or any Lender on a nonconfidential basis from a source other than the
Company. For the purposes of this Section, "Information" means all information
received from the Company relating to the Company or its business, other than
any such information that is available to the Administrative Agent, the London
Agent, the Australian Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company; provided that, in the case of information received
from the Company after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

                  SECTION 9.13. Conversion of Currencies. (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto
(including any Borrowing Subsidiary) agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

                  (b) The obligations of each Borrower in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency,

<PAGE>


the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than the
sum originally due to the Applicable Creditor in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Applicable Creditor against such loss. The obligations of the
Borrowers contained in this Section 9.13 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

                  SECTION 9.14. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.15. Release of Subsidiary Guarantors.
Notwithstanding any contrary provision herein or in any other Loan Document, if
all the Capital Stock of any Subsidiary Guarantor owned by the Company and the
Subsidiaries shall be sold to one or more Persons (other than the Company or an
Affiliate of the Company) in a transaction permitted under this Agreement, and
if the Company shall request the release of such Subsidiary Guarantor from its
obligations under the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement and shall deliver to the Administrative Agent a
certificate to the effect that such release will comply with the terms of this
Agreement, the Administrative Agent, if satisfied that the applicable
certificate is correct, shall, without the consent of any Lender, execute and
deliver all such instruments, releases, or other agreements, and take all such
further actions, as shall be necessary to effectuate the release of such
Subsidiary Guarantor and shall promptly notify each Lender of such release.

<PAGE>


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


THE VALSPAR CORPORATION,


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


ENGINEERED POLYMER SOLUTIONS, INC.,


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


THE VALSPAR (UK) HOLDING CORPORATION LTD.,


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


THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,


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


DYFLEX B.V.,


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


FORTON B.V.,

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

<PAGE>


EXECUTED by THE VALSPAR (AUSTRALIA) HOLDINGS PTY LIMITED in accordance with
section 127(1) of the Corporations Law by authority of its directors in the
presence of:




Signature of witness


Name of witness (block letters))


 ............................................
Signature of director

 ............................................
Name of director (block letters)



 ............................................
Signature of director

 ............................................
Name of director (block letters)

<PAGE>


THE CHASE MANHATTAN BANK, individually and as Administrative Agent,

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

CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent,

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

BANK OF AMERICA, N.A., individually and as Co-Documentation Agent and
Co-Syndication Agent,

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

CITICORP USA, INC., individually and as Co-Documentation Agent and
Co-Syndication Agent,

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

WACHOVIA BANK, N.A., individually and as Co-Documentation Agent and
Co-Syndication Agent,

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

CHASE SECURITIES AUSTRALIA LIMITED,

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