<PAGE>
                                                   EXECUTION COPY

                        U.S. $300,000,000

                     364-DAY CREDIT AGREEMENT

                    Dated as of August 4, 2003

                              Among

                THE MAY DEPARTMENT STORES COMPANY
                      a New York corporation
                           as Borrower

                THE MAY DEPARTMENT STORES COMPANY
                      a Delaware corporation
                           as Guarantor

                               and

                 THE INITIAL LENDERS NAMED HEREIN

                        as Initial Lenders

                               and

                          CITIBANK, N.A.

                     as Administrative Agent

                               and

                       JPMORGAN CHASE BANK
                       THE BANK OF NEW YORK
                           BANK ONE, NA
                               and
                   BNP PARIBAS, CHICAGO BRANCH

                      as Syndication Agents

                               and

                   J.P. MORGAN SECURITIES INC.
                               and
                  CITIGROUP GLOBAL MARKETS INC.

             as Joint Lead Arrangers and Bookrunners

<PAGE>

                        TABLE OF CONTENTS
     ARTICLE I

               SECTION 1.01.  Certain Defined Terms                       1

               SECTION 1.02.  Computation of Time Periods                10

               SECTION 1.03.  Accounting Terms                           10

     ARTICLE II

               SECTION 2.01.  The Revolving Credit Advances              10

               SECTION 2.02.  Making the Revolving Credit Advances       10

               SECTION 2.03.  The Competitive Bid Advances               11

               SECTION 2.04.  Fees                                       14

               SECTION 2.05.  Termination or Reduction of the
                              Commitments                                14

               SECTION 2.06.  Repayment of Revolving Credit Advances     14

               SECTION 2.07.  Interest on Revolving Credit Advances      14

               SECTION 2.08.  Additional Interest on Eurodollar Rate
                              Advances and LIBO Rate Advances            15

               SECTION 2.09.  Interest Rate Determination                15

               SECTION 2.10.  Optional Conversion of Revolving Credit
                    		Advances                                   16

               SECTION 2.11.  Prepayments of Revolving Credit Advances   16

               SECTION 2.12.  Increased Costs                            16

               SECTION 2.13.  Illegality                                 17

               SECTION 2.14.  Payments and Computations                  17

               SECTION 2.15.  Taxes                                      18

               SECTION 2.16.  Sharing of Payments, Etc.                  19

               SECTION 2.17.  Evidence of Debt                           19

               SECTION 2.18.  Use of Proceeds                            20

               SECTION 2.19.  Extension of Termination Date              20

                                    i
<PAGE>
               SECTION 2.20.  Increase in the Aggregate Commitments      21

     ARTICLE III

               SECTION 3.01.  Conditions Precedent to Effectiveness of
                              this Agreement                             22

               SECTION 3.02.  Conditions Precedent to Each Revolving
                              Credit Borrowing, the Term Loan Election
                              and each Extension Date.                   23

               SECTION 3.03.  Conditions Precedent to Each Competitive
                              Bid Borrowing                              24

               SECTION 3.04.  Determinations Under Section 3.01          24

     ARTICLE IV

               SECTION 4.01.  Representations and Warranties of the
                              Guarantor and the Borrower                 24

     ARTICLE V

               SECTION 5.01.  Affirmative Covenants                      26

               SECTION 5.02.  Negative Covenants                         28

               SECTION 5.03.  Financial Covenants                        29

     ARTICLE VI

               SECTION 6.01.  Events of Default                          29

     ARTICLE VII

               SECTION 7.01.  Guaranty                                   31

               SECTION 7.02.  Guaranty Unconditional                     31

               SECTION 7.03.  Discharge Only Upon Payment in Full;
                              Reinstatement in Certain Circumstances     32

               SECTION 7.04.  Waiver by the Guarantor                    32

               SECTION 7.05.  Subrogation                                32

               SECTION 7.05.  Stay of Acceleration                       33

               SECTION 7.07.  Amendments, Etc. in Respect of Article VII 33

     ARTICLE VIII

               SECTION 8.01.  Authorization and Action                   33

               SECTION 8.02.  Agent's Reliance, Etc.                     33

                                   ii
<PAGE>
               SECTION 8.03.  Citibank and Affiliates                    33

               SECTION 8.04.  Lender Credit Decision                     34

               SECTION 8.05.  Indemnification                            34

               SECTION 8.06.  Successor Agent                            34

               SECTION 8.07.  Other Agents.                              34

     ARTICLE IX

               SECTION 9.01.  Amendments, Etc.                           34

               SECTION 9.02.  Notices, Etc.                              35

               SECTION 9.03.  No Waiver; Remedies                        35

               SECTION 9.04.  Costs and Expenses                         36

               SECTION 9.05.  Right of Set-off                           36

               SECTION 9.06.  Binding Effect                             37

               SECTION 9.07.  Assignments and Participations             37

               SECTION 9.08.  Confidentiality                            39

               SECTION 9.09.  Governing Law                              39

               SECTION 9.10.  Execution in Counterparts                  39

               SECTION 9.11.  Waiver of Jury Trial                       40



                                   iii
<PAGE>
Schedules

Schedule I - List of Applicable Lending Offices

Exhibits

Exhibit A-1     -   Form of Revolving Credit Note
Exhibit A-2     -   Form of Competitive Bid Note
Exhibit B-1     -   Form of Notice of Revolving Credit Borrowing
Exhibit B-2     -   Form of Notice of Competitive Bid Borrowing
Exhibit C       -   Form of Assignment and Acceptance
Exhibit D-1     -   Form of Opinion of Counsel of Latham & Watkins
Exhibit D-2     -   Form of Opinion of General Counsel for the Borrower
                    and the Guarantor
Exhibit E       -   Subordination Provisions




                                   iv
<PAGE>
                     364-DAY CREDIT AGREEMENT

                    Dated as of August 4, 2003

          THE MAY DEPARTMENT STORES COMPANY, a New York corporation
(the "Borrower"), THE MAY DEPARTMENT STORES COMPANY, a Delaware
corporation (the "Guarantor"), the banks, financial institutions and
other institutional lenders (the "Initial Lenders") listed on the
signature pages hereof, CITIBANK, N.A. ("Citibank"), as
administrative agent (the "Agent") for the Lenders (as hereinafter
defined), JPMORGAN CHASE BANK, THE BANK OF NEW YORK, BANK ONE, NA
and BNP PARIBAS, CHICAGO BRANCH, as syndication agents, and J.P.
MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint
lead arrangers and bookrunners, agree as follows:

                            ARTICLE I

                 DEFINITIONS AND ACCOUNTING TERMS

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

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

               "Affiliate" means, as to any Person, any other Person
     that, directly or indirectly, controls, is controlled by or is
     under common control with such Person or is a director or
     officer of such Person.

               "Agent's Account" means the account of the Agent
     maintained by the Agent at Citibank at its office at 388
     Greenwich Street, New York, New York 10013, Account
     No. 36852248, Attention:  Bank Loan Syndications.

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

               "Applicable Margin" means, as of any date (a) for Base
     Rate Advances, a percentage per annum determined by reference
     to the Public Debt Rating in effect on such date as set forth
     below:

<TABLE>

Public Debt Rating       Applicable Margin for      Applicable Margin for    Applicable Margin for
S&P/Moody's            Base Rate Advances Before  Base Rate Advances Before  Base Rate Advances On
                       the Term Loan Conversion   The Term Loan Conversion   and After the Term Loan
                                Date /                    Date /                 Conversion Date
                             Usage <= 50%               Usage > 50%

<S>                            <C>                        <C>                       <C>
Level 1
A or A2 or above               0.000%                     0.100%                    0.000%

Level 2
Lower than Level 1 but at
least A- or A3                 0.000%                     0.100%                    0.000%

Level 3
Lower than Level 2 but at
least BBB+ or Baa1             0.000%                     0.125%                    0.000%

Level 4
Lower than Level 3 but at
least BBB or Baa2              0.000%                     0.250%                    0.250%

Level 5
Lower than Level 4             0.000%                     0.250%                    0.500%

                and (b) for Eurodollar Rate Advances, a percentage per annum determined by reference
     to the Public Debt Rating in effect on such date as set forth below:
</TABLE>

<TABLE>

Public Debt Rating       Applicable Margin for     Applicable Margin for      Applicable Margin for
S&P/Moody's            Eurodollar Rate Advances   Eurodollar Rate Advances  Eurodollar Rate Advances
                         Before the Term Loan      Before the Term Loan       On or After the Term
                          Conversion Date /         Conversion Date /         Loan Conversion Date
                             Usage <= 50%              Usage > 50%

<S>                            <C>                        <C>                       <C>
Level 1
A or A2 or above               0.240%                     0.340%                    0.650%

Level 2
Lower than Level 1 but at
least A- or A3                 0.330%                     0.430%                    0.750%

Level 3
Lower than Level 2 but at
least BBB+ or Baa1             0.400%                     0.525%                    0.875%

Level 4
Lower than Level 3 but at
least BBB or Baa2              0.625%                     0.875%                    1.250%

Level 5
Lower than Level 4             0.825%                     1.075%                    1.500%

</TABLE>

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

            Public Debt Rating                        Applicable Percentage
               S&P/Moody's

          Level 1
          A or A2 or above                                     0.060%

          Level 2
          Lower than Level 1 but at least A- or A3             0.070%

          Level 3
          Lower than Level 2 but at least BBB+ or
          Baa1                                                 0.100%

          Level 4
          Lower than Level 3 but at least BBB or
          Baa2                                                 0.125%

          Level 5
          Lower than Level 4                                   0.175%


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

               "Assuming Lender" has the meaning specified in Section
     2.19(c).

               "Assumption Agreement" has the meaning specified in
     Section 2.19(c).

                                   2
<PAGE>
               "Base Rate" means a fluctuating interest rate per annum
     in effect from time to time, which rate per annum shall at all
     times be equal to the highest of:

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

                         (b)  the sum (adjusted to the nearest 1/8 of 1%
               or, if there is no nearest 1/8 of 1%, to the next higher 1/8
               of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
               by dividing (A) the latest three-week moving average of
               secondary market morning offering rates in the United States
               for three-month certificates of deposit of major United States
               money market banks, such three-week moving average (adjusted
               to the basis of a year of 360 days) being determined weekly on
               each Monday (or, if such day is not a Business Day, on the next
               succeeding Business Day) for the three-week period ending on
               the previous Friday by Citibank on the basis of such rates
               reported by certificate of deposit dealers to and
               published by the Federal Reserve Bank of New York or, if
               such publication shall be suspended or terminated, on the
               basis of quotations for such rates received by Citibank
               from three New York certificate of deposit dealers of
               recognized standing selected by Citibank, by (B) a
               percentage equal to 100% minus the average of the daily
               percentages specified during such three-week period by
               the Board of Governors of the Federal Reserve System (or
               any successor) for determining the maximum reserve
               requirement (including, but not limited to, any
               emergency, supplemental or other marginal reserve
               requirement) for Citibank with respect to liabilities
               consisting of or including (among other liabilities)
               three-month U.S. dollar non-personal time deposits in the
               United States, plus (iii) the average during such
               three-week period of the annual assessment rates
               estimated by Citibank for determining the then current
               annual assessment payable by Citibank to the Federal
               Deposit Insurance Corporation (or any successor) for
               insuring U.S. dollar deposits of Citibank in the United
               States; and

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

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

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

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

               "Capital Stock" means the shares of a corporation's
     common, preferred and other equity securities issued by such
     corporation or that such corporation is authorized to issue.

               "Capitalization" means, with respect to the Guarantor,
     the sum of its Defined Debt, deferred taxes, deferred
     investment tax credit and common stockholders' equity.

               "Commitment" means as to any Lender (a) the amount set
     forth opposite such Lender's name on the signature pages
     hereof, (b) if such Lender has become a Lender hereunder
     pursuant to an Assumption Agreement, the amount set forth in
     such Assumption Agreement or (c) if such Lender has entered
     into any Assignment and Acceptance, the amount set forth for
     such Lender in the Register maintained by the Agent pursuant to
     Section 9.07(d), as such amount may be reduced pursuant to
     Section 2.05 or increased pursuant to Section 2.20.

               "Commitment Date" has the meaning specified in Section
     2.20(b).

               "Commitment Increase" has the meaning specified in
     Section 2.20(a).

                                   3
<PAGE>
               "Competitive Bid Advance" means an advance by a Lender to
     the Borrower as part of a Competitive Bid Borrowing resulting
     from the competitive bidding procedure described in
     Section 2.03 and refers to a Fixed Rate Advance or a LIBO Rate
     Advance.

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

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

               "Competitive Bid Reduction" has the meaning specified in
     Section 2.01.

               "Confidential Information" means information that the
     Borrower or the Guarantor furnishes to the Agent or any Lender
     in a writing designated as confidential, but does not include
     any such information that is or becomes generally available to
     the public or that is or becomes available to the Agent or such
     Lender from a source other than the Borrower or the Guarantor
     that is not, to the knowledge of the Agent or such Lender,
     subject to any legal obligation to keep such information
     confidential.

               "Consenting Lender" has the meaning specified in Section
     2.19(b).

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

               "Convert", "Conversion" and "Converted" each refers to a
     conversion of Revolving Credit Advances of one Type into
     Revolving Credit Advances of the other Type pursuant to
     Section 2.09 or 2.10.

               "Debt" means, without duplication, (i) indebtedness
     (excluding, except in the case of Section 6.01(d), interest
     payable thereon unless such interest is to be accrued and added
     to the principal amount of such indebtedness) for borrowed
     money or for the deferred purchase price of property or
     services, (ii) obligations as lessee under leases that shall
     have been or should be, in accordance with GAAP, consistently
     applied, recorded as capital leases and (iii) obligations under
     any guarantee in respect of, and obligations (contingent or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure a creditor against loss in respect of, indebtedness or
     obligations of others of the kinds referred to in clause (i) or
     (ii) above.  There shall not be included in any Debt of the
     Guarantor any minority interest in any Subsidiary of the
     Guarantor.

               "Default" means any Event of Default or any event
     described in Section 6.01 that would constitute an Event of
     Default but for the requirement that notice be given or time
     elapse or both.

               "Defined Debt" means all Consolidated Debt (excluding
     accounts payable, accrued expenses and income taxes payable, in
     each case to the extent the same are set forth as current
     liabilities in the applicable financial statements), plus all
     Invested Amounts (as defined in Section 5.02(a), plus the
     present value of rental payments under operating leases, as
     such present value is disclosed in the financial statements
     provided to the Lenders under Section 4.01(e) or
     Section 5.01(h), as applicable.

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

               "EBITDAR" means, for any period, net income (or net loss)
     plus the sum of (a) interest expense, (b) income tax expense,
     (c) depreciation expense, (d) amortization expense and (e) rent
     expense, in each case determined in accordance with GAAP for
     such period.

                                   4
<PAGE>
               "Effective Date" has the meaning specified in
     Section 3.01.

               "Eligible Assignee" means (i) a Lender; and (ii) any
     other Person approved by the Agent and the Borrower, such
     approval not to be unreasonably withheld or delayed; provided,
     however, that neither the Borrower nor an Affiliate of the
     Borrower shall qualify as an Eligible Assignee.

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

               "ERISA Affiliate" means any trade or business (whether or
     not incorporated) that is a member of a group of which the
     Guarantor is a member and which is under common control within
     the meaning of the regulations promulgated under Section 414 of
     the Internal Revenue Code of 1986, as amended.

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

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

               "Eurodollar Rate" means, for any Interest Period for each
     Eurodollar Rate Advance comprising part of the same Revolving
     Credit Borrowing, an interest rate per annum equal to the rate
     per annum (rounded upward to the nearest whole multiple of 1/16
     of 1% per annum) appearing on Telerate Markets Page 3750 (or
     any successor page) as the London interbank offered rate for
     deposits in U.S. dollars at approximately 11:00 A.M. (London
     time) two Business Days prior to the first day of such Interest
     Period for a term comparable to such Interest Period or, if for
     any reason such rate is not available, the average (rounded
     upward to the nearest whole multiple of 1/16 of 1% per annum,
     if such average is not such a multiple) of the rate per annum
     at which deposits in U.S. dollars are offered by the principal
     office of each of the Reference Banks in London, England to
     prime banks in the London interbank market at 11:00 A.M.
     (London time) two Business Days before the first day of such
     Interest Period in an amount substantially equal to such
     Reference Bank's Eurodollar Rate Advance comprising part of
     such Revolving Credit Borrowing to be outstanding during such
     Interest Period and for a period equal to such Interest Period.
     If the Telerate Markets Page 3750 (or any successor page) is
     unavailable, the Eurodollar Rate for any Interest Period for
     each Eurodollar Rate Advance comprising part of the same
     Revolving Credit Borrowing shall be determined by the Agent on
     the basis of applicable rates furnished to and received by the
     Agent from the Reference Banks two Business Days before the
     first day of such Interest Period, subject, however, to the
     provisions of Section 2.09.

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

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

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

                                   5
<PAGE>
               "Extension Date" has the meaning specified in Section
     2.19(b).

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

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

               "GAAP" has the meaning specified in Section 1.03.

               "Increase Date" has the meaning specified in Section
     2.20(a).

               "Increasing Lender" has the meaning specified in Section
     2.20(b).

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

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

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

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

                         (d)  whenever the last day of any Interest Period
               would otherwise occur on a day other than a Business Day,
               the last day of such Interest Period shall be extended to
               occur on the next succeeding Business Day, provided,
               however, that, if such extension would cause the last day

                                   6
<PAGE>
               of such Interest Period to occur in the next following
               calendar month, the last day of such Interest Period
               shall occur on the next preceding Business Day; and

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

               "Lenders" means the Initial Lenders, each Assuming Lender
     that shall become a party hereto pursuant to Section 2.19 or
     2.20, and each Person that shall become a party hereto pursuant
     to Section 9.07.

               "LIBO Rate" means, for any Interest Period for all LIBO
     Rate Advances comprising part of the same Competitive Bid
     Borrowing, an interest rate per annum equal to the rate per
     annum (rounded upward to the nearest whole multiple of 1/16 of
     1% per annum) appearing on Telerate Markets Page 3750 (or any
     successor page) as the London interbank offered rate for
     deposits in U.S. dollars at approximately 11:00 A.M. (London
     time) two Business Days prior to the first day of such Interest
     Period for a term comparable to such Interest Period or, if for
     any reason such rate is not available, the average (rounded
     upward to the nearest whole multiple of 1/16 of 1% per annum,
     if such average is not such a multiple) of the rate per annum
     at which deposits in U.S. dollars offered by the principal
     office of each of the Reference Banks in London, England to
     prime banks in the London interbank market at 11:00 A.M.
     (London time) two Business Days before the first day of such
     Interest Period in an amount substantially equal to the amount
     that would be the Reference Banks' respective ratable shares of
     such Borrowing if such Borrowing were to be a Revolving Credit
     Borrowing to be outstanding during such Interest Period and for
     a period equal to such Interest Period.  If the Telerate
     Markets Page 3750 (or any successor page) is unavailable, the
     LIBO Rate for any Interest Period for each LIBO Rate Advance
     comprising part of the same Competitive Bid Borrowing shall be
     determined by the Agent on the basis of applicable rates
     furnished to and received by the Agent from the Reference Banks
     two Business Days before the first day of such Interest Period,
     subject, however, to the provisions of Section 2.09.

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

               "Lien" means any lien, security interest or other charge
     or encumbrance, or any other type of preferential arrangement.

               "Material Adverse Change" means any material adverse
     change in the financial condition or results of operations of
     the Guarantor and its Subsidiaries taken as a whole.

               "Material Adverse Effect" means a material adverse effect
     on (a) the financial condition or operations of the Guarantor
     and its Subsidiaries taken as a whole or (b) the ability of the
     Guarantor or the Borrower to perform its payment obligations
     under this Agreement or any Note.

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

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

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

               "Non-Consenting Lender" has the meaning specified in
     Section 2.19(b).

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

                                   7
<PAGE>
               "Notice of Competitive Bid Borrowing" has the meaning
     specified in Section 2.03(a).

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

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

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

               "Plan" means an employee benefit plan (other than a
     Multiemployer Plan) maintained for employees of the Guarantor
     or any of its Subsidiaries or ERISA Affiliates and covered by
     Title IV of ERISA.

               "Public Debt Rating" means, as of any date, the rating
     that has been most recently announced by either S&P or Moody's,
     as the case may be, for any class of non-credit enhanced
     long-term senior unsecured debt issued by the Borrower or, if
     either such rating agency has issued more than one such rating,
     the lowest such rating issued by such rating agency.  For
     purposes of the foregoing, (a) if only one of S&P and Moody's
     shall have in effect a Public Debt Rating, the Applicable
     Margin and the Applicable Percentage shall be determined by
     reference to the available rating; (b) if neither S&P nor
     Moody's shall have in effect a Public Debt Rating, the
     Applicable Margin and the Applicable Percentage will be set in
     accordance with Level 5 under the definition of "Applicable
     Margin" and "Applicable Percentage"; (c) if the ratings
     established by S&P and Moody's shall fall within different
     levels, the Applicable Margin and the Applicable Percentage
     shall be based upon the higher rating unless such ratings
     differ by two or more levels, in which case the applicable
     level will be deemed to be one level above the lower of such
     levels; (d) if any rating established by S&P or Moody's shall
     be changed, such change shall be effective as of the date on
     which such change is first announced publicly by the rating
     agency making such change; and (e) if S&P or Moody's shall
     change the basis on which ratings are established, each
     reference to the Public Debt Rating announced by S&P or
     Moody's, as the case may be, shall refer to the then equivalent
     rating by S&P or Moody's, as the case may be.

               "Reference Banks" means JPMorgan Chase Bank, Citibank,
     The Bank Of New York, Bank One, NA and BNP Paribas, Chicago
     Branch.

               "Register" has the meaning specified in Section 9.07(d).

               "Required Lenders" means at any time Lenders owed at
     least 66-2/3% of the then aggregate unpaid principal amount of
     the Revolving Credit Advances owing to Lenders, or, if no such
     principal amount is then outstanding, Lenders having at least
     66-2/3% of the Commitments.

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

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

               "Revolving Credit Note" means a promissory note of the
     Borrower payable to the order of any Lender, delivered pursuant
     to a request made under Section 2.17 in substantially the form
     of Exhibit A-1 hereto, evidencing the aggregate indebtedness of
     the Borrower to such Lender resulting from the Revolving Credit
     Advances made by such Lender.

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

                                   8
<PAGE>
               "Specified Intercompany Indebtedness" means any of the
     following: (i) any deferred obligation of the Borrower to make
     any payment in connection with (a) any dividend or other
     distribution to shareholders that shall have been declared by
     the Borrower, or (b) any purchase, redemption or other
     acquisition by the Borrower of any shares of any class of its
     Capital Stock or any warrants, rights or options to acquire any
     such shares, (ii) indebtedness evidenced by any promissory note
     or any other instrument that shall have been distributed by the
     Borrower in connection with any dividend or other distribution
     to shareholders, or (iii) any other indebtedness or obligation
     of the Borrower arising in connection with the making by the
     Borrower of any dividend, distribution to shareholders or
     recapitalization.

               "Subordinated Note" means a promissory note made by the
     Borrower and containing the subordination terms set forth in
     Exhibit E hereto.

               "Subsidiary" of any Person means any corporation,
     partnership, joint venture, limited liability company, trust or
     estate of which (or in which) more than 50% of (a) the issued
     and outstanding Capital Stock having ordinary voting power to
     elect a majority of the Board of Directors of such corporation
     (irrespective of whether at the time Capital Stock of any other
     class or classes of such corporation shall or might have voting
     power upon the occurrence of any contingency), (b) the interest
     in the capital or profits of such limited liability company,
     partnership or joint venture or (c) the beneficial interest in
     such trust or estate is at the time directly or indirectly
     owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such
     Person's other Subsidiaries.

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

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

               "Termination Date" means the earlier of (a) August 2,
     2004, subject to the extension thereof pursuant to Section 2.19
     and (b) the date of termination in whole of the Commitments
     pursuant to Section 2.05 or 6.01; provided, however, that the
     Termination Date of any Lender that is a Non-Consenting Lender
     to any requested extension pursuant to Section 2.19 shall be
     the Termination Date in effect immediately prior to the
     applicable Extension Date for all purposes of this Agreement.

               "Termination Event" means (i) (A) the filing of a notice
     of intent to terminate any Plan or the treatment of a Plan
     amendment as a termination under Section 4041 of ERISA, or
     (B) the appointment of a trustee by the appropriate United
     States District Court to administer any Plan, or (C) the
     institution of proceedings by the PBGC to terminate any Plan or
     to appoint a trustee to administer any Plan, or (D) the
     occurrence of any event that constitutes grounds either for the
     termination of any Plan by the PBGC or for the appointment by
     the appropriate United States District Court of a trustee to
     administer or liquidate any Plan, provided, however, that the
     event described in Section 4042(a)(4) of ERISA shall be a
     Termination Event only if the Guarantor or any of its
     Subsidiaries or ERISA Affiliates shall have received any notice
     from the PBGC that such event has occurred and constitutes
     grounds for the termination of any Plan or the appointment of
     such a trustee to administer or liquidate such Plan and such
     event shall continue for 30 days after receipt of such notice,
     or (E) the withdrawal of the Guarantor or any of its ERISA
     Affiliates from a Plan during a plan year in which it was a
     "substantial employer" as defined in Section 4001(a)(2) of
     ERISA; if (ii) (X) any such event (i.e., any event described in
     the preceding clauses (A), (B), (C), (D), or (E) of
     subsection (i) of this definition of Termination Event) could
     cause the imposition of a lien under Section 4068 of ERISA,
     (Y) the aggregate amount of vested unfunded benefit liabilities
     (excluding vested unfunded benefit liabilities that arise or
     might arise only as a result of the termination of any Plan)
     under all Plans as to which any such event shall have occurred
     shall, on the date such event occurred, exceed 2% of the
     Consolidated Capitalization as shown on the latest of the
     Consolidated financial statements specified in Section 4.01(e)
     or delivered to the Lenders pursuant to Section 5.01(h), and
     (Z) the Borrower or the Guarantor fails to provide the Lenders
     with written assurances reasonably satisfactory to the Required
     Lenders that no lien will arise or be imposed under
     Section 4068 of ERISA.

                                   9
<PAGE>
               "Usage" means, as of any date, a fraction, expressed as a
     percentage, the numerator of which is the aggregate principal
     amount of the Advances outstanding on such date and the
     denominator of which is the aggregate Commitments on such date.

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

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

               SECTION 1.03.  Accounting Terms.  All accounting terms
not specifically defined herein shall be construed in accordance
with generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred to
in Section 4.01(e) ("GAAP").

                            ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

               SECTION 2.01.  The Revolving Credit Advances.  Each
Lender severally agrees, on the terms and conditions hereinafter set
forth, to make Revolving Credit Advances to the Borrower from time
to time on any Business Day during the period from the Effective
Date until the Termination Date in an aggregate amount not to exceed
at any time outstanding such Lender's Commitment provided that the
aggregate amount of the Commitments of the Lenders shall be deemed
used from time to time to the extent of the aggregate amount of the
Competitive Bid Advances then outstanding and such deemed use of the
aggregate amount of the Commitments shall be allocated among the
Lenders ratably according to their respective Commitments (such
deemed use of the aggregate amount of the Commitments being a
"Competitive Bid Reduction").  Each Revolving Credit Borrowing shall
be in an aggregate amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and shall consist of Revolving Credit
Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments.  Within the
limits of each Lender's Commitment, the Borrower may borrow under
this Section 2.01, prepay pursuant to Section 2.11 and reborrow
under this Section 2.01.

               SECTION 2.02.  Making the Revolving Credit Advances.
(a) Each Revolving Credit Borrowing shall be made on notice, given not
later than (x) 12:00 noon (New York City time) on the third Business
Day prior to the date of the proposed Revolving Credit Borrowing in
the case of a Revolving Credit Borrowing consisting of Eurodollar
Rate Advances or (y) 12:00 noon (New York City time) on the date of
the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Base Rate Advances, by the Borrower
to the Agent, which shall give to each Lender prompt notice thereof
by telecopier or telex.  Each such notice of a Revolving Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be by
telephone, confirmed immediately in writing, or telecopier or telex
in substantially the form of Exhibit B-1 hereto, specifying therein
the requested (i) date of such Revolving Credit Borrowing, (ii) Type
of Advances comprising such Revolving Credit Borrowing,
(iii) aggregate amount of such Revolving Credit Borrowing, and
(iv) in the case of a Revolving Credit Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance.  Each Lender shall, before 1:00 P.M.
(New York City time) on the date of such Revolving Credit Borrowing
make available for the account of its Applicable Lending Office to
the Agent at the Agent's Account, in same day funds, such Lender's
ratable portion of such Revolving Credit Borrowing.  After the
Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds
available to the Borrower at the Agent's address referred to in
Section 9.02.

               (b)  Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate
Advances for any Revolving Credit Borrowing if the aggregate amount
of such Revolving Credit Borrowing is less than $10,000,000 or if
the obligation of the Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.09 or 2.13.

                                   10
<PAGE>
               (c)  Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower.  In the case of any
Revolving Credit Borrowing that the related Notice of Revolving
Credit Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Lender against any loss,
cost or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the
applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost
or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such
Revolving Credit Borrowing when such Revolving Credit Advance, as a
result of such failure, is not made on such date.

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

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

               SECTION 2.03.  The Competitive Bid Advances.  (a)  Each
Lender severally agrees that the Borrower may make Competitive Bid
Borrowings under this Section 2.03 from time to time on any Business
Day during the period from the date hereof until the date occurring
30 days prior to the Termination Date in the manner set forth below;
provided that, following the making of each Competitive Bid
Borrowing, the aggregate amount of the Advances then outstanding
shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction).

               (i)  The Borrower may request a Competitive Bid Borrowing
     under this Section 2.03 by delivering to the Agent, by
     telecopier or telex, a notice of a Competitive Bid Borrowing (a
     "Notice of Competitive Bid Borrowing"), in substantially the
     form of Exhibit B-2 hereto, specifying therein the requested
     (v) date of such proposed Competitive Bid Borrowing, (w)
     aggregate amount of such proposed Competitive Bid Borrowing,
     (x) in the case of a Competitive Bid Borrowing consisting of
     LIBO Rate Advances, Interest Period, or in the case of a
     Competitive Bid Borrowing consisting of Fixed Rate Advances,
     maturity date for repayment of each Fixed Rate Advance to be
     made as part of such Competitive Bid Borrowing (which maturity
     date may not be earlier than the date occurring 30 days after
     the date of such Competitive Bid Borrowing or later than the
     Termination Date), (y) interest payment date or dates relating
     thereto, and (z) other terms (if any) to be applicable to such
     Competitive Bid Borrowing, not later than 12:00 noon (New York
     City time) (A) at least one Business Day prior to the date of
     the proposed Competitive Bid Borrowing, if the Borrower shall
     specify in the Notice of Competitive Bid Borrowing that the
     rates of interest to be offered by the Lenders shall be fixed
     rates per annum (the Advances comprising any such Competitive
     Bid Borrowing being referred to herein as "Fixed Rate
     Advances") and (B) at least four Business Days prior to the
     date of the proposed Competitive Bid Borrowing, if the Borrower
     shall instead specify in the Notice of Competitive Bid
     Borrowing that the Advances comprising such Competitive Bid
     Borrowing shall be LIBO Rate Advances.  The Agent shall in turn

                                   11
<PAGE>
     promptly notify each Lender of each request for a Competitive
     Bid Borrowing received by it from the Borrower by sending such
     Lender a copy of the related Notice of Competitive Bid
     Borrowing.

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

               (iii)     The Borrower shall, in turn, (A) before
     12:00 noon (New York City time) on the date of such proposed
     Competitive Bid Borrowing, in the case of a Competitive Bid
     Borrowing  consisting of Fixed Rate Advances and (B) before
     12:30 P.M. (New York City time) three Business Days before the
     date of such proposed Competitive Bid Borrowing, in the case of
     a Competitive Bid Borrowing consisting of LIBO Rate Advances,
     either:
                    (x)  cancel such Competitive Bid Borrowing by
               giving the Agent notice to that effect, or

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

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

               (v)  If the Borrower accepts one or more of the offers
     made by any Lender or Lenders pursuant to paragraph (iii)(y)
     above, the Agent shall in turn promptly notify (A) each Lender
     that has made an offer as described in paragraph (ii) above, of
     the date and aggregate amount of such Competitive Bid Borrowing
     and whether or not any offer or offers made by such Lender
     pursuant to paragraph (ii) above have been accepted by the

                                   12
<PAGE>
     Borrower, (B) each Lender that is to make a Competitive Bid
     Advance as part of such Competitive Bid Borrowing, of the
     amount of each Competitive Bid Advance to be made by such
     Lender as part of such Competitive Bid Borrowing, and (C) each
     Lender that is to make a Competitive Bid Advance as part of
     such Competitive Bid Borrowing, upon receipt, that the Agent
     has received forms of documents appearing to fulfill the
     applicable conditions set forth in Article III.  Each Lender
     that is to make a Competitive Bid Advance as part of such
     Competitive Bid Borrowing shall, before 12:00 noon (New York
     City time) on the date of such Competitive Bid Borrowing
     specified in the notice received from the Agent pursuant to
     clause (A) of the preceding sentence or any later time when
     such Lender shall have received notice from the Agent pursuant
     to clause (C) of the preceding sentence, make available for the
     account of its Applicable Lending Office to the Agent at the
     Agent's Account, in same day funds, such Lender's portion of
     such Competitive Bid Borrowing.  Upon fulfillment of the
     applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such
     funds available to the Borrower at the Agent's address referred
     to in Section 9.02.  Promptly after each Competitive Bid
     Borrowing the Agent will notify each Lender of the amount of
     the Competitive Bid Borrowing, the consequent Competitive Bid
     Reduction and the dates upon which such Competitive Bid
     Reduction commenced and will terminate.

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

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

               (c)  Within the limits and on the conditions set forth in
this Section 2.03, the Borrower may from time to time borrow under
this Section 2.03, repay or prepay pursuant to subsection (d) below,
and reborrow under this Section 2.03, provided that a Competitive
Bid Borrowing shall not be made within two Business Days of the date
of any other Competitive Bid Borrowing.

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

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

                                   13
<PAGE>
to a Lender, payable in arrears on the date or dates interest is
payable thereon, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such
Competitive Bid Advance under the terms of the Competitive Bid Note
evidencing such Competitive Bid Advance unless otherwise agreed in
such Competitive Bid Note.

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

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

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

               SECTION 2.05.  Termination or Reduction of the
Commitments.  (a)  Optional.  The Borrower shall have the right,
upon at least three Business Days' notice to the Agent, to terminate
in whole or permanently reduce ratably in part the unused portions
of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and provided
further that the aggregate amount of the Commitments of the Lenders
shall not be reduced to an amount that is less than the aggregate
principal amount of the Competitive Bid Advances then outstanding.

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

               SECTION 2.06.  Repayment of Revolving Credit Advances.
The Borrower shall, subject to the next succeeding sentence, repay
to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving
Credit Advances then outstanding.  The Borrower may, upon not less
than 15 days' notice to the Agent, elect (the "Term Loan Election")
to convert all of the Revolving Credit Advances outstanding on the
Termination Date in effect at such time into a term loan which the
Borrower shall repay in full ratably to the Lenders on the Maturity
Date; provided that the Term Loan Election may not be exercised if a
Default has occurred and is continuing on the date of notice of the
Term Loan Election or on the date on which the Term Loan Election is
to be effected.  All Revolving Credit Advances converted into a term
loan pursuant to this Section 2.06 shall continue to constitute
Revolving Credit Advances except that the Borrower may not reborrow
pursuant to Section 2.01 after all or any portion of such Revolving
Credit Advances have been prepaid pursuant to Section 2.11.

               SECTION 2.07.  Interest on Revolving Credit Advances.
(a)  Scheduled Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to
each Lender from the date of such Revolving Credit Advance until
such principal amount shall be paid in full, at the following rates
per annum:
               (i)  Base Rate Advances.  During such periods as such
     Revolving Credit Advance is a Base Rate Advance, a rate per
     annum equal at all times to the sum of (x) the Base Rate in
     effect from time to time plus (y) the Applicable Margin in
     effect from time to time, payable in arrears quarterly on the
     last day of each January, April, July and October during such
     periods and on the date such Base Rate Advance shall be
     Converted or paid in full.

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

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

               SECTION 2.08.  Additional Interest on Eurodollar Rate
Advances and LIBO Rate Advances.  The Borrower shall pay to each
Lender, so long as such Lender shall be required under regulations
of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the
unpaid principal amount of each Eurodollar Rate Advance and each
LIBO Rate Advance of such Lender to the Borrower, from the date of
such Advance until maturity of such Advance, at an interest rate per
annum equal at all times during the Interest Period for such Advance
to the difference obtained by subtracting (i) the Eurodollar Rate or
the LIBO Rate, as the case may be, for such Interest Period from
(ii) the rate obtained by dividing such rate referred to in
clause (i) above by that percentage equal to 100% minus the Reserve
Percentage of such Lender for such Interest Period, payable on each
date on which interest is payable on such Advance.  Such additional
interest shall be determined by such Lender.  A certificate as to
the amount of such additional interest, submitted to the Borrower
and the Agent by such Lender, shall be conclusive and binding for
all purposes, absent manifest error.

               SECTION 2.09.  Interest Rate Determination.  (a)  Each
Reference Bank agrees to furnish to the Agent timely information for
the purpose of determining each Eurodollar Rate and each LIBO Rate.
If any one or more of the Reference Banks shall not furnish such
timely information to the Agent for the purpose of determining any
such interest rate, the Agent shall determine such interest rate on
the basis of timely information furnished by the remaining Reference
Banks.  The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for
purposes of Section 2.07(a)(i) or (ii), and the rate, if any,
furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.07(a)(ii).

               (b)  If, with respect to any Eurodollar Rate Advances,
the Required Lenders at least one Business Day before the date of
any proposed Revolving Credit Advance, notify the Agent that the
Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making,
funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance
will automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance, and (ii) the
obligation of the Lenders to make, or to Convert Revolving Credit
Advances into, Eurodollar Rate Advances shall be suspended until the
Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

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

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

                                   15
<PAGE>
               (e)  If Telerate Markets Page 3750 is unavailable and
fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate or LIBO Rate for any
Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,

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

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

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

               SECTION 2.10.  Optional Conversion of Revolving Credit
Advances.  The Borrower may on any Business Day, upon notice given
to the Agent not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Sections 2.09 and 2.13, Convert all
Revolving Credit Advances of one Type comprising the same Borrowing
into Revolving Credit Advances of the other Type; provided, however,
that any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(b).  Each such notice of a Conversion
shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the Revolving Credit Advances to be
Converted, and (iii) if such Conversion is into Eurodollar Rate
Advances, the duration of the initial Interest Period for each such
Advance.  Each notice of Conversion shall be irrevocable and binding
on the Borrower.

               SECTION 2.11.  Prepayments of Revolving Credit Advances.
The Borrower may, upon notice at least two Business Days' prior to
the date of such prepayment, in the case of Eurodollar Rate
Advances, and not later than 11:00 A.M. (New York City time) on the
date of such prepayment, in the case of Base Rate Advances, to the
Agent stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall,
prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in
whole or ratably in part, together with accrued interest to the date
of such prepayment on the principal amount prepaid; provided,
however, that in the event of any such prepayment of a Eurodollar
Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).

               SECTION 2.12.  Increased Costs.  (a)  If, due to either
(i) at any time after August 4, 2003, the introduction of or any
change (other than any change by way of imposition or increase of
reserve requirements referred to in Section 2.08) in or in the
interpretation of any law or regulation or (ii) the compliance with
any guideline or request from any central bank or other governmental
authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate
Advances made to the Borrower (excluding for purposes of this
Section 2.12 any  such increased costs resulting from (i) Taxes or
Other Taxes (as to which Section 2.15 shall govern) and (ii) changes
in the basis of taxation of overall net income or overall gross
income by the United States or by the foreign jurisdiction or state
under the laws of which such Lender is organized or has its
Applicable Lending Office or any political subdivision thereof),
then the Borrower shall from time to time, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent
for the account of such Lender additional amounts sufficient to
reimburse such Lender for such increased cost.  A certificate as to
the amount of such increased cost, submitted to the Borrower and the
Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

               (b)  If either (i) at any time after August 4, 2003, the
introduction of or any change in or in the interpretation of any law
or regulation or (ii) compliance by any Lender with any guideline,
order or request from any central bank, court or administrative or
governmental authority (whether or not having the force of law)
affects or would affect the amount of capital required or expected
to be maintained by any Lender or any corporation controlling such
Lender, or has the effect of reducing the rate of return on such
Lender's or such corporation's capital, and such Lender determines

                                 16
<PAGE>
that the amount of such capital is increased by or based upon, or
such rate of return is reduced as a consequence of, such Lender's
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate
Advances hereunder, or such Lender's commitments hereunder, then,
upon demand by such Lender (with a copy of such demand to the
Agent), the Borrower shall immediately pay to the Agent for the
account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender in
the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to
such Lender's making, funding or maintaining Eurodollar Rate
Advances or LIBO Rate Advances hereunder, or such Lender's
commitment to lend hereunder.  A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

               SECTION 2.13.  Illegality.  Notwithstanding any other
provision of this Agreement, if any Lender shall notify the Agent
that the introduction of or any change in or in the interpretation
of any law or regulation makes it unlawful, or any central bank or
other governmental authority asserts that it is unlawful, for any
Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or
to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances
hereunder, (a) each Eurodollar Rate Advance or LIBO Rate Advance of
such Lender, as the case may be, will automatically, upon such
demand or, if permitted by law, at the end of each applicable
Interest Period, Convert into a Base Rate Advance or an Advance that
bears interest at the rate set forth in Section 2.07(a)(i), as the
case may be, and (b) the obligation of such Lender to make
Eurodollar Rate Advances or LIBO Rate Advances or to Convert
Revolving Credit Advances into Eurodollar Rate Advances shall be
suspended until the Agent shall notify the Borrower and the Lender
that the circumstances causing such suspension no longer exist.

               SECTION 2.14.  Payments and Computations.  (a)  The
Borrower shall make each payment hereunder without set-off or
counterclaim not later than 11:00 A.M. (New York City time) on the
day when due in U.S. dollars to the Agent at the Agent's Account in
same day funds.  The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03, 2.12, 2.15 or 9.04(c)) to the Lenders for
the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any
Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of
this Agreement.  Upon any Assuming Lender becoming a Lender
hereunder as a result of an extension of the Termination Date
pursuant to Section 2.19 or a Commitment Increase pursuant to
Section 2.20, and upon the Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained
therein in the Register, from and after the applicable Extension
Date the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed
thereby to the Assuming Lender.  Upon its acceptance of an
Assignment and Acceptance and recording of the information contained
therein in the Register pursuant to Section 9.07(c), from and after
the effective date specified in such Assignment and Acceptance, the
Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior
to such effective date directly between themselves.

               (b)  The Borrower hereby authorizes each Lender, if and
to the extent payment owed to such Lender is not made when due
hereunder or under the Note held by such Lender, to charge from time
to time against any or all of the Borrower's accounts with such
Lender any amount so due.

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

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

                                   17
<PAGE>
Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.

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

               SECTION 2.15.  Taxes.  (a)  Any and all payments by the
Borrower hereunder (other than payments made under Section 2.03) or
under the Revolving Credit Notes shall be made, in accordance with
Section 2.14, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges,
or withholdings, and all liabilities with respect thereto excluding,
in the case of each Lender and the Agent, taxes imposed on its net
income and franchise taxes imposed on it by the United States of
America or any political subdivision thereof or therein (including
Puerto Rico) and, in the case of each Lender, taxes imposed on its
net income and franchise taxes imposed on it as a result of making
any Revolving Credit Advance, by the jurisdiction of such Lender's
Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter referred to as
"Taxes").  If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder (other than
sums payable under Section 2.03) or under any Revolving Credit Note
to any Lender or the Agent, (i) the sum payable shall be increased
as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such
deductions, and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

               (b)  In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property
taxes, charges, or similar levies which arise from any payment made
hereunder (other than payments under Section 2.03) or under the
Revolving Credit Notes or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, the
Revolving Credit Notes (hereinafter referred to as "Other Taxes").

               (c)  The Borrower will indemnify each Lender and the
Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any taxes imposed by any jurisdiction on amounts
payable under this Section 2.15) paid by such Lender or Agent (as
the case may be) and any liability (including penalties, interest,
and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand
therefor.  A certificate as to any additional amount payable to any
Lender under this Section 2.15 submitted to the Borrower and the
Agent (if a Lender is so submitting) by such Lender or the Agent
shall show in reasonable detail the amount payable and the
calculations used to determine such amount and shall, absent
manifest error, be final, conclusive and binding upon all parties
hereto.  Each Lender agrees that, to the extent that any Taxes are
otherwise required to be paid or deducted or withheld pursuant to
this Section 2.15 in respect of any payments under this Agreement
and such Lender or the Agent is entitled to claim an exemption in
respect of all or a portion of such Taxes, such Lender or the Agent,
as applicable, shall provide the Borrower with all necessary
certificates as are required to obtain the benefits of such
exemption.  With respect to such deduction or withholding for or on
account of any Taxes and to confirm that all such Taxes have been
paid to the appropriate authorities, the Borrower shall promptly
(and in any event not later than 30 days after receipt) furnish to
each Lender such certificates, receipts and other documents as may
be required (in the judgment of such Lender) to establish any tax
credit to which such Lender may be entitled.

               (d)  Within 30 days after the date of any payment of
Taxes or Other Taxes by the Borrower, the Borrower will furnish to
the Agent, at its address referred to in Section 9.02, the original
or a certified copy of a receipt evidencing payment thereof.

                                    18
<PAGE>
               (e)  Within thirty days following the date hereof (or,
in the case of any assignee, on the effective date of its becoming a
"Lender" hereunder), each Lender organized under the laws of a
jurisdiction outside the United States shall provide the
Administrative Agent with the forms prescribed by the Internal
Revenue Service of the United States certifying such Lender's
exemption from United States withholding taxes with respect to all
payments to be made to such Lender hereunder and under any of the
Notes, and each such Lender shall thereafter provide the Agent with
such supplements and amendments thereto and such additional forms as
may from time to time be required by applicable law.  Each Lender
represents that, as of August 4, 2003, no Taxes are required to be
withheld from payments made to such Lender by the Borrower
hereunder.

               (f)  If any Lender benefits from or utilizes foreign tax
credits as a result of payments required to be made by the Borrower
hereunder, such Lender shall credit against future payments to such
Lender by the Borrower an amount equal to the amount of tax eligible
for such credit or, if no such future payments are due, refund such
amount to the Borrower.

               (g)  Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations
of the Borrower contained in this Section 2.15 shall survive the
payment in full of principal and interest hereunder and under the
Revolving Credit Notes and the termination of this Agreement.

               (h)  Any Lender claiming any additional amounts payable
pursuant to this Section 2.15 agrees to use best efforts (consistent
with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Eurodollar Lending Office if the
making of such a change would avoid the need for, or reduce the
amount of, any such additional amounts that may thereafter accrue
and would not, in the reasonable judgment of such Lender, otherwise
materially adversely affect such Advances or such Lender.

               SECTION 2.16.  Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of
the Revolving Credit Advances owing to it (other than pursuant to
Section 2.12, 2.15 or 9.04(c)) in excess of its ratable share of
payments on account of the Revolving Credit Advances obtained by all
the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing
to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's
required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so
recovered.  The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.16 may,
to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of
the Borrower in the amount of such participation.

               SECTION 2.17.  Evidence of Debt.  (a)  Each Lender shall
maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Advance owing to such Lender
from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder in
respect of Revolving Credit Advances.  The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to
the Agent) to the effect that a Revolving Credit Note is required or
appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Revolving Credit
Advances owing to, or to be made by, such Lender, the Borrower shall
promptly execute and deliver to such Lender a Revolving Credit Note
payable to the order of such Lender in a principal amount up to the
Commitment of such Lender.

               (b)  The Register maintained by the Agent pursuant to
Section 9.07(d) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Borrowing made hereunder,
the Type of Advances comprising such Borrowing and, if appropriate,
the Interest Period applicable thereto, (ii) the terms of each
Assumption Agreement and each Assignment and Acceptance delivered to
and accepted by it, (iii) the amount of any principal or interest

                                   19
<PAGE>
due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iv) the amount of any sum received by the
Agent from the Borrower hereunder and each Lender's share thereof.

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

               SECTION 2.18.  Use of Proceeds.  The proceeds of the
Advances shall be available (and the Borrower agrees that it shall
use such proceeds) for general corporate purposes, including,
without limitation, acquisitions.

               SECTION 2.19.  Extension of Termination Date.  (a) At
least 45 days but not more than 60 days prior to the Termination
Date, the Borrower, by written notice to the Agent, may request an
extension of the Termination Date in effect at such time by 364 days
from its then scheduled expiration; provided, however, that the
Borrower shall not have made the Term Loan Election for Revolving
Credit Advances outstanding on such Termination Date prior to such
time.  The Agent shall promptly notify each Lender of such request,
and each Lender shall in turn, in its sole discretion, not later
than 20 days prior to the Termination Date, notify the Borrower and
the Agent in writing as to whether such Lender will consent to such
extension.  If any Lender shall fail to notify the Agent and the
Borrower in writing of its consent to any such request for extension
of the Termination Date at least 20 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with
respect to such request.  The Agent shall notify the Borrower not
later than 15 days prior to the Termination Date of the decision of
the Lenders regarding the Borrower's request for an extension of the
Termination Date.

               (b)  If all the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.19, the
Termination Date in effect at such time shall, effective as at the
Termination Date (the "Extension Date"), be extended for 364 days.
If less than all of the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.19, the
Termination Date in effect at such time shall, effective as at the
applicable Extension Date and subject to subsection (d) of this
Section 2.19, be extended as to those Lenders that so consented
(each a "Consenting Lender") but shall not be extended as to any
other Lender (each a "Non-Consenting Lender").  To the extent that
the Termination Date is not extended as to any Lender pursuant to
this Section 2.19 and the Commitment of such Lender is not assumed
in accordance with subsection (c) of this Section 2.19 on or prior
to the applicable Extension Date, the Commitment of such Non-
Consenting Lender shall automatically terminate in whole on such
unextended Termination Date without any further notice or other
action by the Borrower, such Lender or any other Person; provided
that such Non-Consenting Lender's rights under Sections 2.12, 2.15
and 9.04, and its obligations under Section 8.05, shall survive the
Termination Date for such Lender as to matters occurring prior to
such date.  It is understood and agreed that no Lender shall have
any obligation whatsoever to agree to any request made by the
Borrower for any requested extension of the Termination Date.

               (c)  If less than all of the Lenders consent to any such
request pursuant to subsection (a) of this Section 2.19, the Agent
shall promptly so notify the Consenting Lenders, and each Consenting
Lender may, in its sole discretion, give written notice to the Agent
not later than 10 days prior to the Termination Date of the amount
of the Non-Consenting Lenders' Commitments for which it is willing
to accept an assignment.  If the Consenting Lenders notify the Agent
that they are willing to accept assignments of Commitments in an
aggregate amount that exceeds the amount of the Commitments of the
Non-Consenting Lenders, such Commitments shall be allocated among
the Consenting Lenders willing to accept such assignments in such
amounts as are agreed between the Borrower and the Agent.  If after
giving effect to the assignments of Commitments described above
there remains any Commitments of Non-Consenting Lenders, the
Borrower may arrange for one or more Consenting Lenders or other
Eligible Assignees (each such Eligible Assignee and each Eligible
Assignee that agrees to a Commitment Increase in accordance with
Section 2.20, an "Assuming Lender") to assume, effective as of the
Extension Date, any Non-Consenting Lender's Commitment and all of
the obligations of such Non-Consenting Lender under this Agreement
thereafter arising, without recourse to or warranty by, or expense
to, such Non-Consenting Lender; provided, however, that the amount
of the Commitment of any such Assuming Lender as a result of such

                                   20
<PAGE>
substitution shall in no event be less than $10,000,000 unless the
amount of the Commitment of such Non-Consenting Lender is less than
$10,000,000, in which case such Assuming Lender shall assume all of
such lesser amount; and provided further that:

               (i)  any such Consenting Lender or Assuming Lender shall
     have paid to such Non-Consenting Lender (A) the aggregate
     principal amount of, and any interest accrued and unpaid to the
     effective date of the assignment on, the outstanding Advances,
     if any, of such Non-Consenting Lender plus (B) any accrued but
     unpaid facility fees owing to such Non-Consenting Lender as of
     the effective date of such assignment;

               (ii)  all additional costs reimbursements, expense
     reimbursements and indemnities payable to such Non-Consenting
     Lender, and all other accrued and unpaid amounts owing to such
     Non-Consenting Lender hereunder, as of the effective date of
     such assignment shall have been paid to such Non-Consenting
     Lender; and

               (iii) with respect to any such Assuming Lender, the
     applicable processing and recordation fee required under
     Section 9.07(a) for such assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under
Sections 2.12, 2.15 and 9.04, and its obligations under Section
8.05, shall survive such substitution as to matters occurring prior
to the date of substitution.  At least three Business Days prior to
any Extension Date, (A) each such Assuming Lender, if any, shall
have delivered to the Borrower and the Agent an agreement in form
and substance satisfactory to the Borrower and the Agent (an
"Assumption Agreement"), duly executed by such Assuming Lender, such
Non-Consenting Lender, the Borrower and the Agent, (B) any such
Consenting Lender shall have delivered confirmation in writing
satisfactory to the Borrower and the Agent as to the increase in the
amount of its Commitment and (C) each Non-Consenting Lender being
replaced pursuant to this Section 2.19 shall have delivered to the
Agent any Note or Notes held by such Non-Consenting Lender.  Upon
the payment or prepayment of all amounts referred to in clauses (i),
(ii) and (iii) of the immediately preceding sentence, each such
Consenting Lender or Assuming Lender, as of the Extension Date, will
be substituted for such Non-Consenting Lender under this Agreement
and shall be a Lender for all purposes of this Agreement, without
any further acknowledgment by or the consent of the other Lenders,
and the obligations of each such Non-Consenting Lender hereunder
shall, by the provisions hereof, be released and discharged.

               (d)  If (after giving effect to any assignments or
assumptions pursuant to subsection (c) of this Section 2.19) Lenders
having Commitments equal to at least 66 2/3% of the Commitments in
effect immediately prior to the Extension Date consent in writing to
a requested extension (whether by execution or delivery of an
Assumption Agreement or otherwise) not later than one Business Day
prior to such Extension Date, the Agent shall so notify the
Borrower, and, subject to the satisfaction to the applicable
conditions in Article III, the Termination Date then in effect shall
be extended for the additional 364-day period as described in
subsection (a) of this Section 2.19, and all references in this
Agreement, and in the Notes, if any, to the "Termination Date"
shall, with respect to each Consenting Lender and each Assuming
Lender for such Extension Date, refer to the Termination Date as so
extended.  Promptly following each Extension Date, the Agent shall
notify the Lenders (including, without limitation, each Assuming
Lender) of the extension of the scheduled Termination Date in effect
immediately prior thereto and shall thereupon record in the Register
the relevant information with respect to each such Consenting Lender
and each such Assuming Lender.

               SECTION 2.20.  Increase in the Aggregate Commitments.
(a) The Borrower may, at any time but in any event not more than
once in any calendar year prior to the Termination Date, by notice
to the Agent, request that the aggregate amount of the Commitments
be increased by an amount of $10,000,000 or an integral multiple
thereof (each a "Commitment Increase") to be effective as of a date
that is at least 30 days prior to the scheduled Termination Date
then in effect (the "Increase Date") as specified in the related
notice to the Agent; provided, however that (i) in no event shall
the aggregate amount of the Commitments at any time exceed
$400,000,000 and (ii) on the date of any request by the Borrower for
a Commitment Increase and on the related Increase Date, no Default
has occurred and is continuing.

                                   21
<PAGE>
               (b)  The Agent shall promptly notify the Lenders of a
request by the Borrower for a Commitment Increase, which notice
shall include (i) the proposed amount of such requested Commitment
Increase, (ii) the proposed Increase Date and (iii) the date by
which Lenders wishing to participate in the Commitment Increase must
commit to an increase in the amount of their respective Commitments
(the "Commitment Date").  Each Lender that is willing to participate
in such requested Commitment Increase (each an "Increasing Lender")
shall, in its sole discretion, give written notice to the Agent on
or prior to the Commitment Date of the amount by which it is willing
to increase its Commitment.  The Borrower may contemporaneously
extend offers to one or more Eligible Assignees as Assuming Lenders
to participate in any portion of the requested Commitment Increase;
provided, however, that the Commitment of each such Assuming Lender
shall be in an amount of $10,000,000 or an integral multiple
thereof.  The requested Commitment Increase shall be allocated
first, among the Lenders willing to participate therein in such
amounts as are agreed between the Borrower and the Agent and second,
any remaining amount of the requested Commitment Increase shall be
allocated among the Assuming Lenders in such amounts as are agreed
between the Borrower and the Agent.

               (c)  On each Increase Date, each Assuming Lender to which
any of the requested Commitment Increase is allocated pursuant to
Section 2.20(b) shall become a Lender party to this Agreement as of
such Increase Date and the Commitment of each Increasing Lender for
such requested Commitment Increase shall be so increased by such
amount (or by the amount allocated to such Lender pursuant to the
last sentence of Section 2.20(b)) as of such Increase Date;
provided, however, that the Agent shall have received on or before
such Increase Date the following, each dated such date:

               (i)  (A) certified copies of resolutions of the Board of
     Directors of the Borrower or the Executive Committee of such
     Board authorizing certain officers of the Borrower to act
     generally on behalf of the Borrower and (B) an opinion of
     counsel for the Borrower (which may be in-house counsel), in
     substantially the form of Exhibit D-1 hereto;

               (ii)  an Assumption Agreement from each Assuming Lender,
     if any, duly executed by such Eligible Assignee, the Agent and
     the Borrower; and

               (iii) confirmation from each Increasing Lender of the
     increase in the amount of its Commitment in a writing
     satisfactory to the Borrower and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth
in the immediately preceding sentence of this Section 2.20(c), the
Agent shall notify the Lenders (including, without limitation, each
Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York
City time), by telecopier or telex, of the occurrence of the
Commitment Increase to be effected on such Increase Date and shall
record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.


                           ARTICLE III

             CONDITIONS TO EFFECTIVENESS AND LENDING

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

               (a)  The Borrower shall have paid all accrued fees and
     expenses of the Agent and the Lenders (including the accrued
     fees and expenses of counsel to the Agent and to JPMorgan Chase
     Bank, as syndication agent).

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

                                   22
<PAGE>
                         (i)  The representations and warranties contained
               in Section 4.01 are true and correct in all material
               respects on and as of the Effective Date, and

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

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

                         (i)   The Revolving Credit Notes to the order of the
               Lenders to the extent requested by any Lender pursuant to
               Section 2.17.

                         (ii)  Certified copies of the resolutions of the
               Board of Directors of each of the Borrower and the
               Guarantor authorizing certain officers of the Borrower to
               act generally on behalf of the Borrower, and of all
               documents evidencing other necessary corporate action and
               governmental approvals, if any, with respect to this
               Agreement and the Notes.

                         (iii) A certificate of the Secretary or an
               Assistant Secretary of each of the Borrower and the
               Guarantor certifying the names and true signatures of the
               officers of such Person authorized to sign this Agreement
               and the Notes and the other documents to be delivered by
               it hereunder.

                         (iv) A favorable opinion of Latham & Watkins LLP,
               special counsel for the Borrower and the Guarantor,
               substantially in the form of Exhibit D-1 hereto and as to
               such other matters as any Lender through the Agent may
               reasonably request.

                         (v)  A favorable opinion of the General Counsel of
               the Borrower and the Guarantor, substantially in the form
               of Exhibit D-2 hereto and as to such other matters as any
               Lender through the Agent may reasonably request.

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

               (d)  The Borrower shall have terminated the commitments,
     and paid in full all Debt, interest, fees and other amounts
     outstanding, under the 364-Day Credit Agreement dated as of
     July 30, 2002, as amended, among the Borrower, the Guarantor,
     the lenders parties thereto, Citibank, as administrative agent
     for the lenders, and The Bank of New York, Bank One, NA, First
     Union National Bank and JPMorgan Chase Bank, as co-syndication
     agents for the lenders, and each of the Lenders that is a party
     to such credit agreement hereby waives, upon execution of this
     Agreement, the requirement of prior notice under such credit
     agreement relating to the termination of commitments
     thereunder.

               SECTION 3.02.  Conditions Precedent to Each Revolving
Credit Borrowing, the Term Loan Election and each Extension Date.
The obligation of each Lender to make a Revolving Credit Advance on
the occasion of each Revolving Credit Borrowing, the exercise by the
Borrower of the Term Loan Election and each extension of Commitments
pursuant to Section 2.19 shall be subject to the conditions
precedent that the Effective Date shall have occurred and on the
date of such Revolving Credit Borrowing, the Term Loan Conversion
Date or the applicable Extension Date (a) the following statements
shall be true (and each of the giving of the applicable Notice of
Revolving Credit Borrowing and the acceptance by the Borrower of the
proceeds of such Revolving Credit Borrowing, the giving of notice of
the Term Loan Election and the request for Commitment Extension
shall constitute a representation and warranty by the Borrower that
on the date of such Borrowing, the Term Loan Conversion Date or such
Extension Date such statements are true):

               (i)  the representations and warranties contained in
     Section 4.01 (except, in the case of Revolving Credit
     Borrowings and the Term Loan Election, the representations set
     forth in subsection (e) thereof and in subsection (f) thereof)

                                   23
<PAGE>
     are true and correct in all material respects on and as of such
     date, before and after giving effect to such Revolving Credit
     Borrowing and to the application of the proceeds therefrom, the
     Term Loan Conversion Date or such Extension Date, as though
     made on and as of such date, and

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

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

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

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

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

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

                  REPRESENTATIONS AND WARRANTIES

               SECTION 4.01.  Representations and Warranties of the
Guarantor and the Borrower.  Each of the Guarantor and, with respect
to itself and its Subsidiaries, the Borrower represents and warrants
as follows:

               (a)  Each of the Guarantor and the Borrower is a
     corporation duly, organized, validly existing and in good
     standing under the laws of the jurisdiction indicated for it in
     the recital of parties to this Agreement.

                                   24
<PAGE>
               (b)  The execution, delivery and performance by each of
     the Guarantor and the Borrower of this Agreement and, in the
     case of the Borrower, the Notes to be delivered by it, are each
     within the Guarantor's and the Borrower's corporate powers,
     have been duly authorized by all necessary corporate action,
     and do not contravene (i) the Guarantor's or the Borrower's
     charter or by-laws or (ii) any law, judgment, order or
     injunction or any contractual restriction binding on or
     affecting the Guarantor or the Borrower.  The execution,
     delivery and performance by each of the Guarantor and the
     Borrower will not result in or require the creation of any
     Lien, claim or other charge or encumbrance upon or with respect
     to any of the Guarantor's or the Borrower's property or
     interests in property.

               (c)  No authorization or approval or other action by, and
     no notice to or filing with, any governmental authority or
     regulatory body or any other third party is required for the
     due execution, delivery and performance by the Guarantor or the
     Borrower of this Agreement or, in the case of the Borrower, the
     Notes to be delivered by it.

               (d)  This Agreement has been duly executed and delivered
     by the Guarantor and the Borrower, and each of the Notes to be
     delivered by it when delivered hereunder will have been, duly
     executed and delivered by the Borrower.  This Agreement is, and
     each of the Notes when delivered hereunder will be, the legal,
     valid and binding obligation of the Borrower, and this
     Agreement is the legal, valid and binding obligation of the
     Guarantor, in each case enforceable against the Borrower and
     the Guarantor in accordance with their respective terms,
     subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or moratorium or similar laws affecting the
     rights of creditors generally and subject to general principles
     of equity (regardless of whether enforcement is sought in a
     proceeding at law or in equity).

               (e)  The Consolidated balance sheet of the Guarantor and
     its Subsidiaries as at February 1, 2003, and the related
     Consolidated statements of income and cash flows of the
     Guarantor and its Subsidiaries for the fiscal year then ended,
     accompanied by an opinion of Deloitte & Touche LLP independent
     public accountants, and the Consolidated balance sheet of the
     Guarantor and its Subsidiaries as at May 3, 2003, and the
     related Consolidated statements of income of the Guarantor and
     its Subsidiaries for the three months then ended, duly
     certified by the chief financial officer of the Guarantor,
     copies of which have been furnished to each Lender, fairly
     present, subject, in the case of said balance sheet as at May
     3, 2003, and said statements of income for the three months
     then ended, to year-end audit adjustments, the Consolidated
     financial condition of the Guarantor and its Subsidiaries as at
     such dates and the Consolidated results of the operations of
     the Guarantor and its Subsidiaries for the periods ended on
     such dates, all in accordance with generally accepted
     accounting principles consistently applied.  Since February 1,
     2003, there has been no Material Adverse Change.  The
     developments announced in the Guarantor's report on Form 8-K
     filed with the Securities and Exchange Commission on July 30,
     2003 have been disclosed to the Lenders, and each Lender agrees
     that such developments do not constitute a Material Adverse
     Change.

               (f)  There is no pending or, to the best of the
     Borrower's or the Guarantor's knowledge, threatened action or
     proceeding to which the Guarantor or any of its Subsidiaries is
     or would be a party before any court, governmental agency, or
     arbitrator, that would, if adversely determined, have a
     Material Adverse Effect.  Neither the Guarantor nor any of its
     Subsidiaries is in default under any order of any court,
     arbitrator or governmental body, or under any instrument,
     document or agreement binding upon the Guarantor, any of its
     Subsidiaries or any of their respective properties, which
     default (alone or together with all other such defaults) would
     have a Material Adverse Effect.

               (g)  Neither the Guarantor nor any of its Subsidiaries or
     ERISA Affiliates has incurred any withdrawal liability under
     ERISA to any Multiemployer Plan that would have a Material
     Adverse Effect.

               (h)  Not more than twenty-five percent (25%) of the value
     of the assets subject to any "arrangement" (as such term is
     used in section 221.2(g)(1) of Regulation U of the Board of
     Governors of the Federal Reserve System) under this Agreement
     or the Notes is represented by Margin Stock.

                                   25
<PAGE>
               (i)  Neither the Borrower nor the Guarantor is an
     "investment company", or a company "controlled" by an
     "investment company", within the meaning of the Investment
     Company Act of 1940, as amended.


                            ARTICLE V

                    COVENANTS OF THE GUARANTOR

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

               (a)  Compliance with Laws, Etc.  Comply, and cause each
     of its Subsidiaries to comply, in all material respects, with
     all applicable laws, rules, regulations and orders, except to
     the extent that the failure to do so would not have a Material
     Adverse Effect.

               (b)  Payment of Taxes.  Pay and discharge, and cause each
     of its Subsidiaries to pay and discharge, before the same shall
     become delinquent, all taxes, assessments and governmental
     charges or levies imposed upon it or upon its property;
     provided, however, that neither the Guarantor nor any of its
     Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or levy that is being contested in good
     faith and by proper proceedings and as to which appropriate
     reserves are being maintained, unless and until any Lien
     resulting therefrom attaches to its property and such Lien is
     not otherwise permitted by this Agreement.

               (c)  Maintenance of Insurance.  Maintain, and cause each
     of its Subsidiaries to maintain, insurance with responsible and
     reputable insurance companies or associations in such amounts
     and covering such risks as is usually carried by companies
     engaged in similar businesses and owning similar properties in
     the same general areas in which the Guarantor or such
     Subsidiary operates; provided, however, that the Guarantor and
     its Subsidiaries may self-insure to the same extent as other
     companies engaged in similar businesses and owning similar
     properties in the same general areas in which the Guarantor or
     such Subsidiary operates.

               (d)  Preservation of Corporate Existence, Etc.  Preserve
     and maintain, and cause each of its Subsidiaries to preserve
     and maintain, its corporate existence, rights (charter and
     statutory) and franchises; provided, however, that the
     Guarantor and its Subsidiaries may consummate any merger or
     consolidation permitted under Section 5.02(b) and provided
     further that neither the Guarantor nor any of its Subsidiaries
     shall be required to preserve any right or franchise where the
     failure to do so would not have a Material Adverse Effect.

               (e)  Visitation Rights.  At any reasonable time and from
     time to time upon reasonable notice, permit the Agent or any of
     the Lenders or any agents or representatives thereof, to
     examine the records and books of account of, and visit the
     properties of, the Guarantor and any of its Subsidiaries, and
     to discuss the affairs, finances and accounts of the Guarantor
     and any of its Subsidiaries with any of their financial
     officers.

               (f)  Keeping of Books.  Keep, and cause each of its
     Subsidiaries to keep, proper books of record and account in
     such detail as is necessary to allow the delivery of the
     reports required by clause (h) below, in which full and correct
     entries shall be made of all financial transactions and the
     assets and business of the Guarantor and each such Subsidiary
     in accordance with generally accepted accounting principles in
     effect from time to time.

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

                                   26
<PAGE>
     and tear excepted, except where the failure to do so would not
     have a Material Adverse Effect.

               (h)  Reporting Requirements.  Furnish to the Lenders:

                         (i)  as soon as available and in any event within 60
               days after the end of each of the first three quarters of
               each fiscal year of the Guarantor, the Consolidated
               balance sheet of the Guarantor and its Subsidiaries as of
               the end of such quarter and the Consolidated statement of
               income of the Guarantor and its Subsidiaries for the
               period commencing at the end of the previous fiscal year
               and ending with the end of such quarter, duly certified
               (subject to year-end audit adjustments) by the chief
               financial officer of the Guarantor as having been
               prepared in accordance with generally accepted accounting
               principles and certificates of the chief financial
               officer of the Guarantor as to compliance with the terms
               of this Agreement and setting forth in reasonable detail
               the calculations necessary to demonstrate compliance with
               Section 5.03, provided that in the event of any change in
               generally accepted accounting principles used in the
               preparation of such financial statements, the Guarantor
               shall also provide, if necessary for the determination of
               compliance with Section 5.03, a statement of
               reconciliation conforming such financial statements to
               GAAP;

                         (ii) as soon as available and in any event within
               120 days after the end of each fiscal year of the
               Guarantor, a copy of the annual audit report for such
               year for the Guarantor and its Subsidiaries, containing
               the Consolidated balance sheet of the Guarantor and its
               Subsidiaries as of the end of such fiscal year and
               Consolidated statements of income and cash flows of the
               Guarantor and its Subsidiaries for such fiscal year, in
               each case accompanied by an opinion acceptable to the
               Required Lenders by Deloitte & Touche LLP or other
               independent public accountants acceptable to the Required
               Lenders, provided that in the event of any change in
               generally accepted accounting principles used in the
               preparation of such financial statements, the Guarantor
               shall also provide, if necessary for the determination of
               compliance with Section 5.03, a statement of
               reconciliation conforming such financial statements to
               GAAP;

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

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

                         (v)  such other information respecting the
               condition, financial or otherwise, or operations of the
               Guarantor or any of its Subsidiaries as any Lender
               through the Agent may from time to time reasonably
               request.

               (i)  Ownership of the Borrower.  Maintain at all times
     ownership by the Guarantor, directly or indirectly, of (i) all
     of the issued and outstanding common stock of the Borrower and
     (ii)  all other issued and outstanding Voting Stock of the
     Borrower.

               (j)  Assets of the Borrower.  Cause 51% or more of the
     Guarantor's Consolidated total assets, as at the end of each
     fiscal quarter, to be owned by the Borrower and Subsidiaries of
     the Borrower.

               (k)  Specified Intercompany Indebtedness.  Cause all
     Specified Intercompany Indebtedness to be (i) subordinate in
     right of payment to the prior payment in full of all
     obligations and liabilities of the Borrower arising under this
     Agreement or in connection herewith, (ii) structured in a
     manner such that no principal amount thereof shall be due or
     payable by the Borrower at any time prior to the later to occur

                                   27
<PAGE>
     of the termination of this Agreement and the repayment in full
     of all obligations and liabilities of the Borrower arising
     hereunder or in connection herewith and (iii) evidenced by a
     Subordinated Note.  Upon the execution by the Borrower of any
     Subordinated Note, the Borrower shall provide a certified copy
     thereof to the Agent, who will provide a copy to each Lender.

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

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

                         (i)  the Liens existing on the Effective Date,
               provided that the aggregate principal amount of Debt
               secured by the Liens referred to in this clause (i) shall
               not exceed $130,000,000,

                         (ii) other Liens secured by real estate assets,
               provided that the aggregate principal amount of the Debt
               secured by the Liens referred to in this clause (ii)
               shall not exceed ten percent of the Guarantor's total
               assets (as shown on the most recent financial statements
               delivered in accordance with Section 5.01(h)) at any time
               outstanding,

                         (iii) other Liens securing Debt in an aggregate
               principal amount not to exceed two percent of the
               Guarantor's total assets (as shown on the most recent
               financial statements delivered in accordance with Section
               5.01(h)) at any time outstanding, provided that no such
               Liens shall encumber any current assets of the Guarantor
               or any of its Subsidiaries, provided, further, that for
               purposes of the foregoing proviso the current portion of
               a long-term receivable subject to a Lien will not be
               treated as a current asset,

                         (iv) other Liens, or assignments of the right to
               receive income, arising under an asset securitization
               (including, without limitation, an asset securitization
               in a transaction with a bank-sponsored conduit) entered
               into by one or more "Unrestricted Subsidiaries" (as
               defined below) in an aggregate "Invested Amount" not to
               exceed $700,000,000 at any time outstanding,

                         (v)  Liens in favor of the Guarantor or any of its
               Subsidiaries, and

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

               For purposes of clause (iv) above, "Unrestricted
     Subsidiary" means any Subsidiary created or acquired by the
     Borrower after June 17, 1996 the primary business of which
     consists of financing operations in connection with leasing and
     conditional sales transactions on behalf of the Borrower and
     its Subsidiaries, and/or purchasing accounts receivable and/or
     making loans secured by accounts receivable or inventory, or
     which is otherwise primarily engaged in the business of a
     finance company and each other "Unrestricted Subsidiary" as
     defined in the Indenture dated as of June 17, 1996 among the
     Borrower, the Guarantor and Bank One Trust Company, National
     Association (successor in interest to The First National Bank
     of Chicago), as trustee, as such Indenture may be amended from
     time to time, and "Invested Amounts" means the amounts invested
     by investors that are not Affiliates of the Borrower in
     connection with a securitization transaction (including,
     without limitation, an asset securitization in a transaction
     with a bank-sponsored conduit) and paid to the Borrower or any
     of its Subsidiaries, as reduced by the aggregate amounts
     received by such investors and applied to reduce such invested
     amounts.

                                   28
<PAGE>
               (b)  Mergers, Etc.  Merge or consolidate with or into, or
     convey, transfer, lease or otherwise dispose of (whether in one
     transaction or in a series of transactions) all or
     substantially all of the Guarantor's assets on a consolidated
     basis (whether now owned or hereafter acquired) to, any Person,
     or permit any of its Subsidiaries to do so, except that (i) any
     Subsidiary of the Guarantor may merge or consolidate with or
     into, or dispose of assets to, any other Subsidiary of the
     Guarantor, (ii) any Subsidiary of the Guarantor may merge into
     or dispose of assets to the Guarantor and (iii) the Guarantor
     may merge with any other Person so long as the Borrower is the
     surviving corporation, provided, in each case, that (x) no
     Default shall have occurred and be continuing at the time of
     such proposed transaction or would result therefrom and (y)(1)
     in the case of any such merger or consolidation to which both
     the Guarantor and the Borrower are parties, either the
     Guarantor or the Borrower is the surviving corporation and such
     surviving corporation is not a Subsidiary of any other Person,
     (2) in the case of any such merger or consolidation to which
     the Guarantor (but not the Borrower) is a party, the Guarantor
     is the surviving corporation and is not a Subsidiary of any
     other Person, (3) in the case of any such merger or
     consolidation to which the Borrower (but not the Guarantor) is
     a party, the Borrower is the surviving corporation and (4)
     except as provided in clause (1) above, in the case of any such
     merger or consolidation to which any Subsidiary of the
     Guarantor is a party, the surviving corporation is a wholly-
     owned Subsidiary of the Guarantor.

               (c)  Subordinated Notes.  (i) Amend or modify any term or
     provision of any Subordinated Note; provided that the Borrower
     may from time to time, without the prior written consent of the
     Required Lenders, agree to any amendment of (or any replacement
     Subordinated Note for) any Subordinated Note that (A) amends
     the interest rate applicable thereto in order to more
     accurately reflect market rates then in effect, (B) extends the
     maturity date of such Subordinated Note, or (C) otherwise does
     not, in the reasonable judgment of the Agent, adversely affect
     the interests of the Lenders hereunder; or (ii) create or
     suffer to exist any lien, security interest or other charge or
     encumbrance upon or with respect to any Subordinated Note; or
     (iii) assign, participate or otherwise transfer any interest in
     any Subordinated Note; provided that a Subordinated Note may be
     assigned, participated or otherwise transferred by the
     Guarantor or by any of its Subsidiaries to the Guarantor or to
     any wholly-owned Subsidiary of the Guarantor that shall have
     agreed in writing to observe the covenants set forth in clause
     (i), (ii) and (iii) of this Section 5.02(c) with respect to
     such Subordinated Note.

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

               (a)  Fixed Charge Coverage Ratio.  Maintain at the end of
     each fiscal quarter a ratio of Consolidated EBITDAR of the
     Guarantor and its Subsidiaries for the most recently ended
     period of 12 fiscal months to the sum of (i) interest payable
     on, and amortization of debt discount in respect of, all Debt
     during such period plus (ii) rentals payable under leases of
     real or personal, or mixed, property during such period, in
     each case, by the Guarantor and its Subsidiaries of not less
     than 2.50 : 1.00.

               (b)  Ratio of Defined Debt to Capitalization.  Maintain a
     ratio of Consolidated Defined Debt to Consolidated
     Capitalization that is not greater than 0.68 : 1.00 at the end
     of each fiscal quarter.

                            ARTICLE VI

                        EVENTS OF DEFAULT

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

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

                                   29
<PAGE>
               (b)  Any representation or warranty made by the Guarantor
     or the Borrower herein or by the Guarantor or the Borrower (or
     any of their respective officers) in connection with this
     Agreement shall prove to have been incorrect in any material
     respect when made; or

               (c)  The Borrower or the Guarantor shall fail to perform
     or observe any term, covenant, or agreement to be performed or
     observed by it contained in this Agreement (other than as
     described in subsection (a) or (b) above), which failure shall
     remain unremedied for (i) 30 days after written notice thereof
     shall have been given to the Borrower or the Guarantor by the
     Agent or any Lender or (ii) such longer period as shall have
     been established with the consent of the Required Lenders
     (provided that any covenant in Section 5.01(h) for which the
     time period allowed therein for reporting has passed may be
     cured in the applicable period under clause (i) or (ii) of this
     Section 6.01(c)); or

               (d)  Either (i) any default under any agreement or
     instrument relating to any Debt of the Guarantor or any
     Subsidiary of the Guarantor aggregating in excess of
     $150,000,000, or any other event, shall occur and shall
     continue after the applicable grace period, if any, specified
     in such agreement or instrument, if the effect of such default
     or event is to permit the acceleration of the maturity of such
     Debt, or to permit the demand that cash collateral therefor be
     provided, or (ii) (A) the Guarantor or any Subsidiary of the
     Guarantor shall fail to pay any Debt (but excluding Debt
     evidenced by the Notes) of the Guarantor or such Subsidiary (as
     the case may be) aggregating in excess of $25,000,000 in
     principal amount, or any interest or premium thereon, when due
     (whether by scheduled maturity, required prepayment,
     acceleration, demand, or otherwise) and such failure shall
     continue after the applicable grace period, if any, specified
     in the agreement or instrument relating to such Debt, or (B)
     any other default under any agreement or instrument relating to
     any such Debt aggregating in excess of $25,000,000, or any
     other event, shall occur and shall continue after the
     applicable grace period, if any, specified in such agreement or
     instrument, and in either such event (C) such Debt aggregating
     in excess of $25,000,000 shall be, or be declared to be, due
     and payable, or required to be prepaid (other than by a
     regularly scheduled required prepayment), prior to the stated
     maturity thereof or cash collateral therefor required to be
     provided; or

               (e)  The Guarantor or any of its Subsidiaries shall
     generally not pay its debts as such debts become due, or shall
     admit in writing its inability to pay its debts generally, or
     shall make a general assignment for the benefit of creditors;
     or any proceeding shall be instituted by or against the
     Guarantor or any of its Subsidiaries seeking to adjudicate it a
     bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or
     composition of it or its debts under any law relating to
     bankruptcy, insolvency or reorganization or relief of debtors,
     or seeking the entry of an order for relief or the appointment
     of a receiver, trustee, custodian or other similar official for
     it or for any substantial part of its property and, in the case
     of any such proceeding instituted against it (but not
     instituted by it), either such proceeding shall remain
     undismissed or unstayed for a period of 45 days, or any of the
     actions sought in such proceeding (including, without
     limitation, the entry of an order for relief against, or the
     appointment of a receiver, trustee, custodian or other similar
     official for, it or for any substantial part of its property)
     shall occur; or the Guarantor or any of its Subsidiaries shall
     take any corporate action to authorize any of the actions set
     forth above in this subsection (e); or

               (f)  Any final judgment or final order for the payment of
     money shall be rendered against the Guarantor or any of its
     Subsidiaries and such judgment or order is, together with any
     other such judgments or orders then outstanding, in an amount
     (determined after an allowance for the application of any
     insurance proceeds to such judgment or order) that would, if
     paid by the Guarantor or any Subsidiary of the Guarantor, cause
     the Guarantor or the Borrower to fail to observe or perform, or
     materially impair the prospects for the observance or
     performance by the Borrower or the Guarantor of any term,
     covenant, or agreement contained in this Agreement, and either
     (i) enforcement proceedings have been commenced by any creditor
     upon such judgment or order, or (ii) there shall be any period
     of 10 consecutive days during which a stay of such enforcement
     proceedings, for any reason, including, but not by way of
     limitation, by reason of a pending appeal or otherwise, shall
     not be in effect; or

                                   30
<PAGE>
               (g)  (i) Any Person or two or more Persons acting in
     concert shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 of the Securities and Exchange Commission
     under the Securities Exchange Act of 1934), directly or
     indirectly, of Voting Stock of the Guarantor (or other
     securities convertible into such Voting Stock) representing 20%
     or more of the combined voting power of all Voting Stock of the
     Guarantor; or (ii)  the Guarantor shall at any time cease to
     own, directly or indirectly, all of the issued and outstanding
     Capital Stock of the Borrower; or

               (h)  Any Termination Event with respect to a Plan shall
     have occurred, and (i) such Termination Event is not
     correctable or if correctable shall not have been corrected and
     (ii) the then present value of such Plan's benefit liabilities
     exceeds the then current value of assets accumulated in such
     Plan by an amount that is more than 2% of the Guarantor's
     Consolidated Capitalization at the end of the most recent
     fiscal quarter (or in the case of a Termination Event involving
     the withdrawal of a "substantial employer" (as defined in
     Section 4001(a)(2) of ERISA), the withdrawing employer's
     proportionate share of such excess shall exceed such amount);
     or

               (i)  (i) The Guarantor or any of its Subsidiaries shall
     attempt to terminate or assert the invalidity or
     unenforceability of the Guarantor's guaranty set forth in
     Article VII of this Agreement or any provision thereof or (ii)
     such guaranty or any provision thereof shall be determined to
     be invalid or unenforceable in the course of any legal
     proceeding;

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

                           ARTICLE VII

                             GUARANTY

               SECTION 7.01.  Guaranty.  The Guarantor hereby
unconditionally and irrevocably guarantees the due and punctual
payment (whether at stated maturity, upon acceleration or otherwise)
of the principal of and interest on each Advance and the due and
punctual payment and performance of all other obligations of the
Borrower under or in connection with this Agreement, whether for
principal, interest, fees, indemnities, reimbursement claims or
otherwise.  Upon failure by the Borrower to pay punctually any such
amount, the Guarantor shall forthwith on demand pay the amount not
so paid at the place, in the manner and with the effect otherwise
specified in this Agreement or any Note.  Without limiting the
generality of the foregoing, the Guarantor's liability shall extend
to all amounts which would be owed by the Borrower to the Agent or
any of the Lenders under this Agreement or the Notes but for the
fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding
involving the Borrower.

               SECTION 7.02.  Guaranty Unconditional .  The Guarantor
guarantees that the obligations of the Borrower under this Agreement
will be paid and performed strictly in accordance with the terms of
this Agreement and the Notes, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Agent or any Lender with respect
thereto.  The obligations of the Guarantor under or in respect of
this Guaranty are independent of the obligations of the Borrower,
and a separate action or actions may be brought and prosecuted
against the Guarantor to enforce its obligations under this Article
VII, irrespective of whether any action or actions may be brought
and prosecuted against the Borrower.  The obligations of the

                                   31
<PAGE>
Guarantor under this Article VII shall be unconditional and absolute
and without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

               (a)  any extension, renewal, settlement, compromise,
     waiver or release in respect of any obligation of the Borrower
     under this Agreement, the Notes or any other agreement or
     instrument relating thereto;

               (b)  any modification or amendment of or supplement to
     this Agreement or any Note;

               (c)  any change in the corporate existence, structure or
     ownership of the Borrower or its Subsidiaries, or any
     insolvency, bankruptcy, reorganization or other similar
     proceeding affecting the Borrower or any assets of the Borrower
     and its Subsidiaries;

               (d)  any taking, exchange, release or non-perfection of
     any collateral, or any taking, release or amendment or waiver
     of or consent to departure from any other guaranty, for all or
     any of the obligations of the Borrower hereunder or under the
     Notes;

               (e)  any manner of application of collateral, or proceeds
     thereof, to all or any of the obligations of the Borrower
     hereunder or under the Notes, or any manner of sale or other
     disposition of any collateral for all or any of the obligations
     of the Borrower hereunder or under the Notes or any other
     assets of the Borrower or any of its Subsidiaries;

               (f)  the existence of any claim, set-off or other rights
     which the Guarantor may have at any time against the Borrower,
     the Agent, any Lender or any other Person, whether in
     connection herewith or any unrelated transactions, provided
     that nothing herein shall prevent the assertion of any such
     claim by separate suit or compulsory counterclaim;

               (g)  any invalidity or unenforceability relating to or
     against the Borrower for any reason of any provision or all of
     this Agreement or any Note, or any provision of applicable law
     or regulation purporting to prohibit the payment by the
     Borrower of the principal of or interest on any Note or any
     other amount payable by it under this Agreement; or

               (h)  any other act or omission to act or delay of any
     kind by the Borrower, any of the Agent or the Lenders or any
     other Person, or any other circumstance whatsoever which might,
     but for the provisions of this paragraph, constitute a legal or
     equitable discharge of the Guarantor's obligations hereunder.

               SECTION 7.03.  Discharge Only Upon Payment in Full;
Reinstatement in Certain Circumstances .  The Guarantor's
obligations hereunder shall remain in full force and effect until
the principal of and interest on the Notes and all other amounts
payable by the Borrower under this Agreement shall have been paid in
full and shall survive the Termination Date.  If at any time any
payment of the principal of or interest on any Note or any other
amount payable by the Borrower under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, the
Guarantor's obligations hereunder with respect to such payment shall
be reinstated at such time as though such payment had been due but
not made at such time.

               SECTION 7.04.  Waiver by the Guarantor.  The Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement
that at any time any right be exhausted or any action be taken by
the Agent, any Lender or any other Person against the Borrower or
any other Person or any collateral security.

               SECTION 7.05.  Subrogation.  Upon making any payment
hereunder, the Guarantor shall be subrogated to the rights of the
Lenders and the Agent against the Borrower with respect to such
payment; provided that the Guarantor shall not enforce any right or
demand or receive any payment by way of subrogation until all
amounts of principal of and interest on the Notes and all other
amounts payable by the Borrower under this Agreement have been paid
in full.

                                   32
<PAGE>
               SECTION 7.06.  Stay of Acceleration.  In the event that
acceleration of the time for payment of any amount payable by the
Borrower under this Agreement or any of its Notes is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such
amounts otherwise subject to acceleration under the terms of this
Agreement shall nonetheless be payable by the Guarantor hereunder
forthwith on demand by the Agent for the account of the Lenders.

               SECTION 7.07.  Amendments, Etc. in Respect of Article
VII.  No amendment or waiver of any provision of this Article VII,
nor consent to any departure by the Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and
signed by all of the Lenders, and then in the case of any waiver or
consent the same shall be effective only in the specific instance
and for the specific purpose for which given.

                           ARTICLE VIII

                            THE AGENT

               SECTION 8.01.  Authorization and Action.  Each Lender
hereby appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent by the terms hereof,
together with such powers and discretion as are reasonably
incidental thereto.  As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or
collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the
Required Lenders, and such instructions shall be binding upon all
Lenders and all holders of Notes; provided, however, that the Agent
shall not be required to take any action that exposes the Agent to
personal liability or that is contrary to this Agreement or
applicable law.  The Agent agrees to give to each Lender prompt
notice of each notice given to it by the Borrower or the Guarantor
pursuant to the terms of this Agreement.

               SECTION 8.02.  Agent's Reliance, Etc.  Neither the Agent
nor any of its directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them
under or in connection with this Agreement, except for its or their
own gross negligence or willful misconduct.  Without limitation of
the generality of the foregoing, the Agent:  (i) may treat the
Lender that made any Advance as the holder of the Debt resulting
therefrom until the Agent receives and accepts an Assumption
Agreement entered into by an Assuming Lender as provided in Section
2.19 or an Assignment and Acceptance entered into by such Lender, as
assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including counsel
for the Borrower or the Guarantor), independent public accountants
and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in
accordance with  the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Lender and shall
not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection
with this Agreement; (iv) shall not have any duty to ascertain or to
inquire as to the performance, observance or satisfaction of any of
the terms, covenants or conditions of this Agreement on the part of
the Borrower or the Guarantor or  the existence at any time of any
Default or to inspect the property (including the books and records)
of the Borrower or the Guarantor; (v) shall not be responsible to
any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement
or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this Agreement
by acting upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram or telex) believed
by it to be genuine and signed or sent by the proper party or
parties.

               SECTION 8.03.  Citibank and Affiliates.  With respect to
its Commitment, the Advances made by it and the Note issued to it,
Citibank shall have the same rights and powers under this Agreement
as any other Lender and may exercise the same as though it were not
the Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Citibank in its individual
capacity.  Citibank and its Affiliates may accept deposits from,
lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of
business with, the Guarantor, any of its Subsidiaries and any Person
who may do business with or own securities of the Guarantor or any
such Subsidiary, all as if Citibank were not the Agent and without
any duty to account therefor to the Lenders.  The Agent shall have
no duty to disclose information obtained or received by it or any of
its Affiliates relating to the Guarantor or its Subsidiaries to the
extent such information was obtained or received in any capacity
other than as Agent.

                                   33
<PAGE>
               SECTION 8.04.  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon
the Agent or any other Lender and based on the financial statements
referred to in Section 4.01 and such other documents and information
as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon
the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under
this Agreement.

               SECTION 8.05.  Indemnification.  The Lenders agree to
indemnify the Agent (to the extent not reimbursed by the Borrower),
ratably according to the respective principal amounts of the
Revolving Credit Advances then owed to each of them (or if no
Revolving Credit Advances are at the time outstanding, ratably
according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating
to or arising out of this Agreement or any action taken or omitted
by the Agent under this Agreement (collectively, the "Indemnified
Costs"), provided that no Lender shall be liable for any portion of
the Indemnified Costs resulting from the Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under, this Agreement, to the extent that the
Agent is not reimbursed for such expenses by the Borrower.  In the
case of any investigation, litigation or proceeding giving rise to
any Indemnified Costs, this Section 8.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any
Lender or a third party.

               SECTION 8.06.  Successor Agent.  The Agent may resign at
any time by giving written notice thereof to the Lenders and the
Borrower and may be removed at any time with or without cause by the
Required Lenders.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent.
If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Agent, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the
United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and
duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement.
After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.

               SECTION 8.07.  Other Agents.  Each Lender hereby
acknowledges that neither the syndication agent, the documentation
agent nor any other Lender designated as any "Agent" (other than the
Agent) on the signature pages hereof has any liability hereunder
other than in its capacity as a Lender.

                            ARTICLE IX

                          MISCELLANEOUS

               SECTION 9.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes,
nor consent to any departure by the Borrower or the Guarantor
therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Required Lenders, and then such waiver
or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by
all the Lenders, do any of the following:  (a) waive any of the
conditions specified in Section 3.01, (b) increase the Commitments
of the Lenders, (c) reduce the principal of, or interest on, the
Revolving Credit Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal
of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (e) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the

                                    34
<PAGE>
Revolving Credit Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action
hereunder, (f) reduce or limit the obligations of the Guarantor
under Section 8.01 or release or otherwise limit the Guarantor's
liability with respect to the obligations owing to the Agent and the
Lenders under Article VIII or (g) amend this Section 9.01; and
provided further that no amendment, waiver or consent shall, unless
in writing and signed by the Agent in addition to the Lenders
required above to take such action, affect the rights or duties of
the Agent under this Agreement or any Note.

               SECTION 9.02.  Notices, Etc.  (a)  All notices and other
communications provided for hereunder shall be either (x) in writing
(including telecopier communication) and mailed, telecopied or
delivered or (y) electronically, to the extent set forth in Section
9.02(b) and in the proviso to this Section 9.02(a), if to the
Borrower or the Guarantor, at their address at 611 Olive, St. Louis,
Missouri 63101, Attention:  Chief Financial Officer, with copies to
the Treasurer and Secretary at the same address; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name
on Schedule I hereto; if to any other Lender, at its Domestic
Lending Office specified in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender; and
if to the Agent, at its address at Two Penns Way, New Castle,
Delaware 19720, Attention: Bank Loan Syndications Department; or, as
to the Borrower or the Agent, at such other address as shall be
designated by such party in a written notice to the other parties
and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Agent, provided that materials required to be delivered pursuant to
Section 5.01(h)(i), (ii) or (iv) shall be delivered to the Agent as
specified in Section 9.02(b) or as otherwise specified to the
Borrower by the Agent.  All such notices and communications shall,
when mailed, telecopied, or e-mailed, be effective when deposited in
the mails, telecopied, or confirmed by e-mail, respectively, except
that notices and communications to the Agent pursuant to Article II,
III or VIII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment
or waiver of any provision of this Agreement or the Notes or of any
Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

               (b)  So long as Citibank or any of its Affiliates is the
Agent, materials required to be delivered pursuant to Section
5.01(h)(i), (ii) and (iv) shall be delivered to the Agent in an
electronic medium in a format acceptable to the Agent and the
Lenders by e-mail at oploanswebadmin@citigroup.com.  The Borrower
agrees that the Agent may make such materials (the "Communications")
available to the Lenders by posting such notices on Intralinks, "e-
Disclosure", the Agent's internet delivery system that is part of
Fixed Income Direct, Global Fixed Income's primary web portal, or a
substantially similar electronic system (the "Platform").  The
Borrower acknowledges that (i) the distribution of material through
an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution,
(ii) the Platform is provided "as is" and "as available" and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy,
adequacy or completeness of the Communications or the Platform and
each expressly disclaims liability for errors or omissions in the
Communications or the Platform.  No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects,
is made by the Agent or any of its Affiliates in connection with the
Platform.

               (c)  Each Lender agrees that notice to it (as provided in
the next sentence) (a "Notice") specifying that any Communications
have been posted to the Platform shall constitute effective delivery
of such information, documents or other materials to such Lender for
purposes of this Agreement; provided that if requested by any Lender
the Agent shall deliver a copy of the Communications to such Lender
by email or telecopier.  Each Lender agrees (i) to notify the Agent
in writing of such Lender's e-mail address to which a Notice may be
sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to
this Agreement (and from time to time thereafter to ensure that the
Agent has on record an effective e-mail address for such Lender) and
(ii) that any Notice may be sent to such e-mail address.

               SECTION 9.03.  No Waiver; Remedies.  No failure on the
part of any Lender or the Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

                                   35
<PAGE>
               SECTION 9.04.  Costs and Expenses.  (a)  The Borrower
agrees to pay on demand all reasonable costs and expenses of the
Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the
Notes and the other documents to be delivered hereunder, including,
without limitation, the reasonable fees and expenses of counsel for
the Agent with respect thereto and with respect to advising the
Agent as to its rights and responsibilities under this Agreement.
The Borrower further agrees to pay on demand all costs and expenses
of the Agent and the Lenders, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Notes and the other documents to
be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Agent and each Lender in
connection with the enforcement of rights under this
Section 9.04(a).

               (b)  Each of the Guarantor and the Borrower agrees to
indemnify and hold harmless the Agent, each Lender, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc. and the officers,
directors, employees, and agents of the Agent, each Lender, J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc. (any one of
the foregoing being an "Indemnified Party" and any two or more of
the foregoing being "Indemnified Parties") from and against, and pay
the Indemnified Parties the amount of, any and all claims, damages,
liabilities, costs, and expenses (including, without limitation,
reasonable fees and out-of-pocket expenses of counsel or the
reasonable and verifiable allocated cost of in-house counsel and
staff, including counsel for each Indemnified Party) that may be
incurred by or asserted against an Indemnified Party relating in
whole or in part to this Agreement and in connection with or arising
out of or by reason of any investigation, litigation, or proceeding
related to (i) the use or proposed use of the proceeds of any or all
Advances made hereunder, or (ii) any acquisition or proposed
acquisition by the Guarantor or by any Subsidiary of the Guarantor,
of all or any portion of the stock or all or substantially all the
assets of any Person or any operating unit or division of any
Person, whether or not an Indemnified Party is a party thereto,
provided, however, that this indemnification shall not apply to any
claim, damage, liability, cost, and expense arising as a direct
result of an Indemnified Party's gross negligence or intentional
misconduct.  The covenants of the Guarantor and the Borrower
contained in this Section 9.04(b) shall survive the payment in full
of the Advances and any other amounts payable hereunder and shall
survive the Termination Date.  In the case of an investigation,
litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether
or not such investigation, litigation or proceeding is brought by
the Borrower, its directors, equityholders or creditors or an
Indemnified Party or any other Person, whether or not any
Indemnified Party is otherwise a party thereto and whether or not
the transactions contemplated hereby are consummated.  The Borrower
also agrees not to assert any claim for special, indirect,
consequential or punitive damages against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers,
employees, attorneys and agents, on any theory of liability, arising
out of or otherwise relating to the Notes, this Agreement, any of
the transactions contemplated herein or the actual or proposed use
of the proceeds of the Advances.

               (c)  If any payment of principal of, or Conversion of,
any Eurodollar Rate Advance or LIBO Rate Advance is made by the
Borrower to or for the account of a Lender other than on the last
day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.09(d) or (e), 2.11 or
2.13, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to
a Lender other than on the last day of the Interest Period for such
Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 9.07 as a result of a demand by the
Borrower pursuant to Section 9.07(a), the Borrower shall, upon
demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses
that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (including loss
of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance.

               (d)  Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations
of the Borrower contained in Sections 2.12, 2.15 and 9.04 shall
survive the payment in full of principal, interest and all other
amounts payable hereunder and under the Notes.

               SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence
and during the continuance of any Event of Default and (ii) the
making of the request or the granting of the consent specified by
Section 6.01 to authorize the Agent to declare the Advances due and
payable pursuant to the provisions of Section 6.01, each Lender is

                                   36
<PAGE>
hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender to
or for the credit or the account of the Borrower or the Guarantor
against any and all of the obligations of the Borrower or the
Guarantor now or hereafter existing under this Agreement and the
Note held by such Lender, whether or not such Lender shall have made
any demand under this Agreement or such Note and although such
obligations may be unmatured.  Each Lender agrees promptly to notify
the Borrower or the Guarantor, as the case may be, after any such
set-off and application, provided that the failure to give such
notice shall not affect the validity of such set-off and
application.  The rights of each Lender under this Section are in
addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

               SECTION 9.06.  Binding Effect.  This Agreement shall be
binding upon and inure to the benefit of the Borrower, the
Guarantor, the Agent and each Lender and their respective successors
and assigns, except that neither the Borrower nor the Guarantor
shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.

               SECTION 9.07.  Assignments and Participations.  (a)  Each
Lender may and, if demanded by the Borrower (following a demand by
such Lender pursuant to Section 2.12 or 2.15 or an assertion of
illegality by such Lender under Section 2.13) upon at least five
Business Days' notice to such Lender and the Agent, will assign to
one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it
and the Revolving Credit Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and
not a varying, percentage of all rights and obligations under this
Agreement (other than any right to make Competitive Bid Advances,
Competitive Bid Advances owing to it and Competitive Bid Notes),
(ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment
of all of a Lender's rights and obligations under this Agreement,
the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in
no event be less than $10,000,000 or an integral multiple of
$1,000,000 in excess thereof, (iii) each such assignment shall be to
an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 9.07(a) shall be
arranged by the Borrower after consultation with the Agent and shall
be either an assignment of all of the rights and obligations of the
assigning Lender under this Agreement or an assignment of a portion
of such rights and obligations made concurrently with another such
assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement,
(v) no Lender shall be obligated to make any such assignment as a
result of a demand by the Borrower pursuant to this Section 9.07(a)
unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees
in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and recording
in the Register, an Assignment and Acceptance, together with any
Revolving Credit Note subject to such assignment and a processing
and recordation fee of $3,500 payable by the parties to each such
assignment, provided, however, that in the case of each assignment
made as a result of a demand by the Borrower, such recordation fee
shall be payable by the Borrower except that no such recordation fee
shall be payable in the case of an assignment made at the request of
the Borrower to an Eligible Assignee that is an existing Lender.
Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and,
to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender
assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (other than its rights under
Section 2.12, 2.15 and 9.04 to the extent any claim thereunder
relates to an event arising prior such assignment) and be released
from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of
an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

               (b)  By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such

                                    37
<PAGE>
Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or
in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the Guarantor or the performance or
observance by the Borrower or the Guarantor of any of its
obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender
and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such
assignee appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent by the terms hereof,
together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as
a Lender.

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

               (d)  The Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assumption Agreement and each
Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the
Lenders and the Commitment of, and principal amount of the Advances
owing to, each Lender from time to time (the "Register").  The
entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Agent and the
Lenders may treat each Person whose name is recorded in the Register
as a Lender hereunder for all purposes of this Agreement.  The
Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable
prior notice.

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

               (f)  Any Lender may, in connection with any assignment
or participation or proposed assignment or participation pursuant to
this Section 9.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower or the Guarantor furnished to such Lender by or on behalf
of the Borrower or the Guarantor; provided that, prior to any such
disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any
Confidential Information relating to the Borrower or the Guarantor
received by it from such Lender.

                                    38
<PAGE>
               (g)  Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time create a security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any
Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

               (h)  In the case of any sale of a participating interest
of any of the rights or obligations of any Lender hereunder, such
participant shall not be entitled to receive any greater payment
under Section 2.12 than such selling Lender would have been entitled
to receive with respect to the rights and obligations transferred.

               (i)  Notwithstanding anything to the contrary contained
in this Agreement, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle (an "SPC") affiliated with such
Granting Lender, identified as such in writing from time to time by
the Granting Lender to the Agent and the Borrower, the option to
provide to the Borrower all or any part of any Advance that such
Granting Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment to make any Advance by any SPC, (ii) if an
SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Advance, the Granting Lender shall be
obligated to make such Advance pursuant to the terms hereof, and
(iii) if an SPC provides all or any part of an Advance it will not
result in costs, expenses or fees for the Borrower greater than if
the Advance had been made by the Granting Lender.  The making of an
Advance by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Advance were
made by the Granting Lender.  Each party hereto hereby agrees that
no SPC shall be liable for any payment under this Agreement for
which a Lender would otherwise be liable, for so long as, and to the
extent, the related Granting Lender makes such payment.  In
furtherance of the foregoing, each party hereto hereby agrees that,
prior to the date that is one year and one day after the payment in
full of all outstanding 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 or similar proceedings under the laws of the
United States or any State thereof for any action or inaction by the
SPC under this Agreement.  In addition, notwithstanding anything to
the contrary contained in this Section 9.07 any SPC may (x) with
notice to, but without the prior written consent of, the Borrower or
the Agent and without paying any processing fee therefor, assign all
or a portion of its interest in any Advances to its Granting Lender
or to any financial institutions (if consented to by the Borrower
and the Agent) providing liquidity and/or credit facilities to or
for the account of such SPC to fund the Advances made by such SPC or
to support the securities (if any) issued by such SPC to fund such
Advances and (y) disclose on a confidential basis any non-public
information relating to its Advances to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit
or liquidity enhancement to such SPC.

               SECTION 9.08.  Confidentiality.  Neither the Agent nor
     any Lender shall disclose any Confidential Information to any
     other Person without the consent of the Borrower, other than
     (a) to the Agent's or such Lender's Affiliates and their
     officers, directors, employees, agents and advisors and, as
     contemplated by Section 9.07(f), to actual or prospective
     assignees and participants, and then only on a confidential
     basis, (b) as required by any law, rule or regulation or
     judicial process and (c) as requested or required by any state,
     federal or foreign authority or examiner regulating banks or
     banking.  Notwithstanding anything herein to the contrary, the
     Borrower, the Guarantor, the Agent, each Lender, Citigroup
     Global Markets Inc. (formerly known as Salomon Smith Barney
     Inc.) and J.P. Morgan Securities Inc. (and each employee,
     representative or other agent of each of the foregoing parties)
     may disclose to any and all Persons, without limitation of any
     kind, the U.S. tax treatment and tax structure of the
     transactions contemplated hereby and all materials of any kind
     (including opinions or other tax analyses) that are provided to
     any of the foregoing parties relating to such U.S. tax
     treatment and tax structure.

               SECTION 9.09.  Governing Law.  This Agreement and the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.

               SECTION 9.10.  Execution in Counterparts.  This Agreement
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                                   39
<PAGE>
               SECTION 9.11.  Waiver of Jury Trial.  Each of the
Borrower, the Guarantor, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes
or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                                   THE MAY DEPARTMENT STORES
                                   COMPANY, a New York
                                   corporation, as Borrower


                                   By __________________________
                                      Title:


                                   THE MAY DEPARTMENT STORES
                                   COMPANY, a Delaware
                                   corporation, as Guarantor


                                   By __________________________
                                      Title:


                                   CITIBANK, N.A.,
                                      as Agent


                                   By __________________________
                                      Title:


                        Joint Lead Arrangers
Commitment
$36,000,000.00                     JPMORGAN CHASE BANK


                                   By __________________________
                                      Title:

$36,000,000.00                     CITIBANK, N.A.


                                   By __________________________
                                      Title:

                       Syndication Agents

$30,000,000.00                     THE BANK OF NEW YORK


                                   By __________________________
                                      Title:

                                   40
<PAGE>
$30,000,000.00                     BANK ONE, NA


                                   By __________________________
                                      Title:

$30,000,000.00                     BNP PARIBAS


                                   By __________________________
                                      Title:

                                   By __________________________
                                      Title:

                          Managing Agent

$25,000,000.00                     MORGAN STANLEY BANK


                                   By __________________________
                                      Title:

                                Co-Agent

$20,000,000.00                     MELLON BANK, N.A.


                                   By __________________________
                                      Title:

                           Initial Lenders

$15,000,000.00                     NATIONAL CITY BANK OF PENNSYLVANIA


                                   By __________________________
                                      Title:

$15,000,000.00                     THE NORTHERN TRUST COMPANY


                                   By __________________________
                                      Title:

$15,000,000.00                     U.S. BANK NATIONAL ASSOCIATION


                                   By __________________________
                                      Title:

                                   41
<PAGE>
$15,000,000.00                     WELLS FARGO BANK


                                   By __________________________
                                      Title:

$12,500,000.00                     STANDARD CHARTERED BANK


                                   By __________________________
                                      Title:

$10,000,000.00                     FLEET NATIONAL BANK


                                   By __________________________
                                      Title:

$5,500,000.00                      MANUFACTURES AND TRADERS TRUST
                                   COMPANY


                                   By __________________________
                                      Title:

$5,000,000.00                      FIFTH THIRD BANK


                                   By __________________________
                                      Title:

$300,000,000   Total of the Commitments




                                   42
<PAGE>
<TABLE>
                               SCHEDULE I
                    THE MAY DEPARTMENT STORES COMPANY
                        364-DAY CREDIT AGREEMENT
                       APPLICABLE LENDING OFFICES

Name of Initial Lender         Domestic Lending Office         Eurodollar Lending Office
<S>                            <C>                             <C>
THE BANK OF NEW YORK           One Wall Street                 One Wall Street
                               New York, NY  10286             New York, NY  10286
                               Attn:  Diane Burgess            Attn:  Diane Burgess
                               T:  212 635-1311                T:  212 635-1311
                               F:  212 635-1481                F:  212 635-1481


BANK ONE, NA                   1 Bank One Plaza, 14th Floor    1 Bank One Plaza, 14th Floor
                               Chicago, IL  60670              Chicago, IL  60670
                               Attn:  John Wcisel              Attn:  John Wcisel
                               T:  312 732-8370                T:  312 732-8370
                               F:  312 336-4380                F:  312 336-4380

BNP PARIBAS                    919 Third Avenue, 3rd Floor     919 Third Avenue, 3rd Floor
                               New York, NY  10022             New York, NY  10022
                               Attn:  Naomi Lehrer             Attn:  Naomi Lehrer
                               T:  212 471-6626                T:  212 471-6626
                               F:  212 471-6695                F:  212 471-6695

CITIBANK, N.A.                 Two Penns Way                   Two Penns Way
                               New Castle, DE  19720           New Castle, DE  19720

FIFTH THIRD BANK               38 Fountain Square Plaza        38 Fountain Square Plaza
                               Cincinnati, OH  45263           Cincinnati, OH  45263
                               Attn:  Megan Heisel             Attn:  Megan Heisel
                               T:  513 744-8662                T:  513 744-8662
                               F:  513 744-5947                F:  513 744-5947

FLEET NATIONAL BANK            100 Federal Street              100 Federal Street
                               Boston, MA  02110               Boston, MA  02110
                               Attn:  Chad E. Rutledge         Attn:  Chad E. Rutledge
                               T:  617 434-1645                T:  617 434-1645
                               F;  617 434-9933                F;  617 434-9933

JPMORGAN CHASE BANK            1111 Fannin, 10th Floor         1111 Fannin, 10th Floor
                               Houston, Texas 77002            Houston, Texas 77002
                               Attn:                           Attn:
                               T:                              T:
                               F:                              F:

MANUFACTURERS AND
TRADERS TRUST COMPANY

MELLON BANK, N.A.              3 Mellon Center                 3 Mellon Center
                               Room 1203                       Room 1203
                               Pittsburgh, PA  15258           Pittsburgh, PA  15258
                               Attn:  Richard Bouchard         Attn:  Richard Bouchard
                               T:  412 234-5767                T:  412 234-5767
                               F:  412 209-6124                F:  412 209-6124

MORGAN STANLEY BANK            1221 Avenue of the Americas     1221 Avenue of the Americas
                               35th Floor                      35th Floor
                               New York, NY  10020             New York, NY  10020
                               Attn:  Larry Benison            Attn:  Larry Benison
                               T:  2121 537-1439               T:  2121 537-1439
                               F:  212 537-1867                F:  212 537-1867

NATIONAL CITY BANK OF
PENNSYLVANIA
</TABLE>

<PAGE>
<TABLE>
<S>                            <C>                             <C>
THE NORTHERN TRUST COMPANY     50 S. LaSalle, 11th Floor       50 S. LaSalle, 11th Floor
                               Chicago, IL  60675              Chicago, IL  60675
                               Attn:  Linda Honda              Attn:  Linda Honda
                               T:  312 444-4715                T:  312 444-4715
                               F:  312 630-1566                F:  312 630-1566

STANDARD CHARTERED BANK        7 World Trade Center            7 World Trade Center
                               New York, NY  10048             New York, NY  10048
                               Attn:  Shafiq Rahman            Attn:  Shafiq Rahman
                               T:  212 667-0336                T:  212 667-0336
                               F:  212 667-0193                F:  212 667-0193

U.S. BANK NATIONAL             1850 Osborne Avenue             1850 Osborne Avenue
ASSOCIATION.                   Oshkosh, WI  54901              Oshkosh, WI  54901
                               Attn:  Connie Sweeney           Attn:  Connie Sweeney
                               T:  920 426-7604                T:  920 426-7604
                               F:  920 426-7655                F:  920 426-7655

WELLS FARGO BANK               201 Third Street                201 Third Street
                               San Francisco, CA  94103        San Francisco, CA  94103
                               Attn:  Cindy Dunn               Attn:  Cindy Dunn
                               T:  415 477-5431                T:  415 477-5431
                               F:  415 979-0675                F:  415 979-0675

</TABLE>

<PAGE>
                                            EXHIBIT A-1 - FORM OF
                                                 REVOLVING CREDIT
                                                  PROMISSORY NOTE

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

          FOR VALUE RECEIVED, the undersigned, THE MAY DEPARTMENT
STORES COMPANY, a New York corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of _________________________ (the
"Lender") for the account of its Applicable Lending Office on the
Termination Date, or if the Term Loan Election is made in accordance
with Section 2.06, on the Maturity Date (each as defined in the
Credit Agreement referred to below) the unpaid principal amount of
each Revolving Credit Advance made by the Lender to the Borrower
pursuant to the Credit Agreement outstanding on such date.

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

          Both principal and interest are payable in lawful money
of the United States of America to Citibank, as Agent, at 388
Greenwich Street, New York, New York 10013, in same day funds.  Each
Revolving Credit Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account
of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is
part of this Promissory Note.

          This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the 364-Day
Credit Agreement dated as of August 4, 2003 among the Borrower, The
May Department Stores Company, a Delaware corporation, as Guarantor,
the Lender and certain other lenders, Citibank, N.A., as Agent for
the Lender and such other lenders, JPMorgan Chase Bank, The Bank of
New York, Bank One, NA and BNP Paribas, Chicago Branch, as
syndication agents, and J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., as joint lead arrangers and bookrunners (as
amended or modified from time to time, the "Credit Agreement").  The
terms used herein that are defined in the Credit Agreement have the
same definitions as in the Credit Agreement.  The Credit Agreement,
among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Revolving Credit Advance being
evidenced by this Promissory Note and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions
therein specified.

                              THE MAY DEPARTMENT STORES COMPANY,
                              a New York corporation


                              By __________________________
                                 Title:


<PAGE>

                ADVANCES AND PAYMENTS OF PRINCIPAL




                              Amount of
Date          Amount of     Principal Paid    Unpaid Principal    Notation
               Advance       or Prepaid           Balance         Made By







                                   2
<PAGE>
                                            EXHIBIT A-2 - FORM OF
                                                  COMPETITIVE BID
                                                  PROMISSORY NOTE


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


          FOR VALUE RECEIVED, the undersigned, THE MAY DEPARTMENT
STORES COMPANY, a New York corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of _________________________ (the
"Lender") for the account of its Applicable Lending Office (as
defined in the 364-Day Credit Agreement dated as of August 4, 2003
among the Borrower, The May Department Stores Company, a Delaware
corporation, as Guarantor, the Lender and certain other lenders,
Citibank, N.A., as Agent for the Lender and such other lenders,
JPMorgan Chase Bank, The Bank of New York, Bank One, NA and BNP
Paribas, Chicago Branch, as syndication agents, and J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as joint lead
arrangers and bookrunners(as amended or modified from time to time,
the "Credit Agreement"; the terms defined therein being used herein
as therein defined)), on _______________, 200_, the principal amount
of U.S.$_______________].

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

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

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

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

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

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

                              THE DEPARTMENT STORES COMPANY, a New
                              York corporation


                              By __________________________
                                 Title:





<PAGE>
                                  EXHIBIT B-1 - FORM OF NOTICE OF
                                       REVOLVING CREDIT BORROWING

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

                                   [Date]

          Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

          The undersigned, The May Department Stores Company, a New
York corporation, refers to the 364-Day Credit Agreement, dated as
of August 4, 2003 (as amended or modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, The May Department Stores
Company, a Delaware corporation, as Guarantor, certain Lenders,
Citibank, N.A., as Agent for said Lenders, JPMorgan Chase Bank, The
Bank of New York, Bank One, NA and BNP Paribas, Chicago Branch, as
syndication agents, and J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., as joint lead arrangers and bookrunners, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of
the Credit Agreement that the undersigned hereby requests a
Revolving Credit Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such
Revolving Credit Borrowing (the "Proposed Revolving Credit
Borrowing") as required by Section 2.02(a) of the Credit Agreement:

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

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

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

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

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

               (A)  the representations and warranties contained in
     Section 4.01 of the Credit Agreement (except the
     representations set forth in subsections (e) and (f) thereof)
     are true and correct in all material respects on and as of the
     date hereof as though made on and as of such date; and

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

                              Very truly yours,

                              THE MAY DEPARTMENT STORES COMPANY,
                              a New York corporation


                              By __________________________
                                 Title:






                                2

<PAGE>
                                  EXHIBIT B-2 - FORM OF NOTICE OF
                                        COMPETITIVE BID BORROWING


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

                                   [Date]


          Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

         The undersigned, The May Department Stores Company, a New
York corporation, refers to the 364-Day Credit Agreement, dated as
of August 4, 2003 (as amended or modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, The May Department Stores
Company, a Delaware corporation, as Guarantor, certain Lenders
parties thereto, Citibank, N.A., as Agent for said Lenders, JPMorgan
Chase Bank, The Bank of New York, Bank One, NA and BNP Paribas,
Chicago Branch, as syndication agents, and J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc., as joint lead arrangers and
bookrunners, and hereby gives you notice, irrevocably, pursuant to
Section 2.03 of the Credit Agreement that the undersigned hereby
requests a Competitive Bid Borrowing under the Credit Agreement, and
in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is
requested to be made:

(A)  Date of Competitive Bid Borrowing    ________________________
(B)  Amount of Competitive Bid Borrowing  ________________________
(C)  [Maturity Date] [Interest Period]    ________________________
(D)  Interest Rate Basis                  ________________________
(E)  Interest Payment Date(s)             ________________________
(F)  ___________________                  ________________________

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

         (a)   the representations and warranties contained in
     Section 4.01 of the Credit Agreement (except the
     representations set forth in subsections (e) and (f) thereof)
     are true and correct in all material respects on and as of the
     date hereof as though made on and as of such date;

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

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

                              Very truly yours,

                              THE MAY DEPARTMENT STORES COMPANY,
                              a New York corporation


                              By __________________________
                                 Title:




                                2

<PAGE>
                                              EXHIBIT C - FORM OF
                                        ASSIGNMENT AND ACCEPTANCE


          Reference is made to the 364-Day Credit Agreement dated
as of August 4, 2003 (as amended or modified from time to time, the
"Credit Agreement") among The May Department Stores Company, a New
York corporation (the "Borrower"), The May Department Stores
Company, a Delaware corporation (the "Guarantor"), the Lenders (as
defined in the Credit Agreement), Citibank, N.A., as agent for the
Lenders (the "Agent"), JPMorgan Chase Bank, The Bank of New York,
Bank One, NA and BNP Paribas, Chicago Branch, as syndication agents,
and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.,
as joint lead arrangers and bookrunners.  Terms defined in the
Credit Agreement are used herein with the same meaning.

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

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

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

          3.   The Assignee (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial
statements referred to in Section 4.01(e) thereof and such other
documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based
on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement; (iii) confirms that it is
an Eligible Assignee; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement as are delegated to the Agent
by the terms thereof, together with such powers and discretion as
are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as
a Lender; (vi) specifies as its Domestic Lending Office (and address
for notices) and Eurodollar Lending Office the offices set forth
beneath its name on the signature pages hereof; and (vii) attaches
any U.S. Internal Revenue Service forms required under Section 2.15
of the Credit Agreement.

<PAGE>
          4.   Following the execution of this Assignment and
Acceptance (and to the extent required under Section 9.07 of the
Credit Agreement, the Borrower's consent hereto), it will be
delivered to the Agent for acceptance and recording by the Agent.
The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance hereof by the
Agent, unless otherwise specified on Schedule 1 hereto.

          5.   Upon such acceptance and recording by the Agent, as
of the Effective Date, (i) the Assignee, in addition to any rights
and obligations under the Credit Agreement held by it immediately
prior to the Effective Date, shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder
and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released
from its obligations under the Credit Agreement.

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

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

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

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

                                   2
<PAGE>

                            Schedule 1
                                to
                    Assignment and Acceptance


Percentage interest assigned:                           _____%

Assignee's Commitment:                                 $______

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

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

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

Effective Date*:     _______________, 200_

                                   [NAME OF ASSIGNOR], as Assignor

                                   By __________________________
                                   Title:


                                   Dated:  _______________, 200_


                                   [NAME OF ASSIGNEE], as Assignee

                                   By __________________________
                                   Title:


                                   Dated:  _______________, 200_


                                   Domestic Lending Office:
                                   [Address]


                                   Eurodollar Lending Office:
                                   [Address]

________________
     *    This date should be no earlier than five Business Days after
     the delivery of this Assignment and Acceptance to the Agent.
                                3

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

CITIBANK, N.A., as Agent

By______________________
  Title:


[Approved this __________ day
of _______________, 200_

THE MAY DEPARTMENT STORES COMPANY, a New York corporation

By_______________________]*
  Title:


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

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


                                4
<PAGE>
                                             EXHIBIT D-1- FORM OF
                                               OPINION OF COUNSEL
                                                 LATHAM & WATKINS



                              August 4, 2003




Citibank, N.A., as Administrative agent
388 Greenwich Street
New York, NY  10013

The Banks party to the Credit
Agreement referred to below listed
on Schedule I hereto

     Re:  364-Day Credit Agreement dated as of August 4, 2003,
          among the Borrower, the Guarantor, the Lender and certain
          other lenders who are parties to the Credit Agreement,
          Citibank, N.A., as Agent for the Lender and such other
          lenders, JPMorgan Chase Bank, The Bank of New York, Bank
          One, NA and BNP Paribas, Chicago Branch, as syndication
          agents, and J.P. Morgan Securities Inc. and Citigroup
          Global Markets Inc., as joint lead arrangers and
          bookrunners (the "Credit Agreement")

Ladies and Gentlemen:

     We have acted as special counsel to The May Department Stores
Company, a New York corporation (the "Borrower"), and The May
Department Stores Company, a Delaware corporation (the "Guarantor")
in connection with the preparation, execution and delivery of the
Credit Agreement.  This opinion is furnished pursuant to
Section 3.01(c) of the Credit Agreement.  Capitalized terms used
herein but not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.  The Borrower and the
Guarantor are sometimes hereinafter referred to individually as a
"Loan Party" and collectively as the "Loan Parties".

     In rendering the opinions set forth herein, we have examined
originals or copies of the following:

     (a)  the Credit Agreement; and

     (b)  such other documents as we have deemed necessary or
          appropriate as a basis for the opinions expressed below.

     As used in this opinion "Applicable Laws" shall mean those
laws, rules and regulations of the State of New York and of the
United States of America, which in our experience, are normally
applicable to transactions of the type contemplated by the Credit
Agreement.

     In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as facsimile,
certified or photostatic copies, and the authenticity of the
originals of such copies.  As to any facts material to this opinion
which we did not independently establish or verify, we have relied
upon representations of the Loan Parties.  We also have assumed that
the Credit Agreement is the valid and binding obligation of each
party there to other than the Loan Parties, enforceable against each
such party in accordance with its terms.  We express no opinion as
to the effect on the opinions herein stated of (i) the compliance or
noncompliance by the Agent, any of the syndication agents, the joint
lead arrangers and bookrunners or any Lender with any state, federal
or other laws or regulations applicable to it or (ii) the legal or
regulatory status or the nature of the business of the Agent, any of
the syndication agents, the joint lead arrangers and bookrunners or
any Lender.

<PAGE>
     Members of this firm are admitted to the practice of law in the
State of New York and, in rendering the opinions expressed herein,
we express no opinion as to the laws of any jurisdiction other than:
(i) the laws of the State of New York and (ii) the federal laws of
the United States of America.

     In addition, in rendering the opinions expressed herein we have
assumed, with your permission, that:

     A.   Each of the Loan Parties is a corporation duly
incorporated, validly existing and in good standing under the laws
of the State of its respective incorporation.

     B.   Each of the Loan Parties has all requisite corporation
power and corporate authority to execute, deliver and perform all of
its obligations under the Credit Agreement.

     C.   The execution, delivery and performance by each of the
Loan Parties of the Credit Agreement and the consummation by the
Loan Parties of the transactions contemplated thereby have been duly
authorized by all requisite corporate action on the part of each of
the Loan Parties.

     D.   The Credit Agreement has been duly executed and delivered
by each of the Loan Parties.

     E.   The execution, delivery and performance of any of the
Borrower's obligations under the Credit Agreement will not conflict
with, contravene, violate or constitute a default under:  (i) its
Certificate of Incorporation or by-laws, (ii) any lease, indenture,
instrument or other agreement to which the Borrower or any of its
properties is subject, (iii) any rule, law or regulation to which
the Borrower is subject (other than Applicable Laws as to which we
express our opinion in paragraph 2 hereof) or (iv) any judicial or
administrative order or decree of any governmental authority.

     F.   The execution, delivery and performance of any of the
Guarantor's obligations under the Credit Agreement will not conflict
with, contravene, violate or constitute a default under:  (i) its
Certificate of Incorporation or by-laws, (ii) any lease, indenture,
instrument or other agreement to which the Guarantor or any of its
properties is subject, (iii) any rule, law or regulation to which
the Guarantor is subject (other than Applicable Laws as to which we
express our opinion in paragraph 2 hereof) or (iv) any judicial or
administrative order or decree of any governmental authority.

     G.   No authorization, consent or other approval of, or notice
to or filing with, any court, governmental authority or regulatory
body is required to authorize or is required in connection with the
execution, delivery or performance by either Loan Parties of the
Credit Agreement or the transactions contemplated thereby.

     We understand that Alan E. Charlson, Senior Vice President and
General Counsel of the Borrower, is rendering an opinion, subject to
certain qualifications, assumptions and exceptions, with respect to
the matters set forth in the foregoing paragraphs A through G, and
we express no opinion with respect to the matters covered thereby.

     Based upon the foregoing and subject to the qualifications and
exceptions set forth herein, we are of the opinion that:

     1.   The Credit Agreement constitutes the legal, valid and
binding obligation of each Loan Party, enforceable against each Loan
Party in accordance with its terms.

     2.   Neither the execution, delivery or performance by either
Loan Party of the Credit Agreement nor the compliance by either Loan
Party with the terms and provisions thereof will contravene any
provision of any Applicable Law.

     The opinions expressed herein are subject to the following
limitations, qualifications and exceptions:

                                   2
<PAGE>
     (i)  Such opinions are subject to the effect of bankruptcy,
fraudulent conveyance, fraudulent transfer, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the rights or remedies of creditors generally;

     (ii) the enforcement of the Credit Agreement may be limited by
(A) certain equitable, legal or statutory principles or provisions
affecting the enforcement of contractual rights of the type
contained in the Credit Agreement generally, regardless of whether
such enforcement is considered in a proceeding in equity or at law,
including without limitation, concepts of notice, materiality,
reasonableness, good faith and fair dealing, requirements that
waivers or amendments be in writing, severability of contractual
obligations, jurisdiction, service or process, venue, and applicable
statutes of limitation and doctrines of estoppel, and (B) judicial
discretion or statutory limitations with respect to the availability
of equitable remedies or defenses, the calculation of damages and
the entitlement to attorneys' fees and other costs;

     (iii)the enforceability of indemnification or
contribution provisions contained in the Credit Agreement under
certain circumstances may be limited under statutory law or court
decisions with respect to a liability where such indemnification or
contribution is contrary to public policy or prohibited by law;

     (iv) we express no opinion with respect to the enforceability
of any provision of the Credit Agreement to the extent it authorizes
or permits any party to the Credit Agreement or any purchaser of a
participation interest from any such party to set-off or apply any
deposit, property or indebtedness with respect to any participation
interest; and

     (v)  we express no opinion with respect to the application of
Section 548 of the federal Bankruptcy Code and comparable provisions
of state law.

     This opinion is rendered only to the Agent, the syndication
agents, the joint lead arrangers and bookrunners and the Lenders in
connection with the above transactions and is solely for the
Agent's, the syndication agents', the joint lead arrangers and
bookrunners' and the Lenders' benefit.  This opinion may not be
relied upon by any other person, firm or corporation for any purpose
without our prior written consent; provided, however, that assignees
who become parties to the Credit Agreement (in accordance with the
terms and conditions thereof) are entitled to rely on this opinion,
subject to the qualifications set forth herein, as though it had
been addressed to them and delivered on the date hereof.

                              Very truly yours,




                                   3
<PAGE>
                                            EXHIBIT D-2 - FORM OF
                                               OPINION OF COUNSEL
                               FOR THE BORROWER AND THE GUARANTOR

                                   [Effective Date]



Citibank, N.A., as Administrative Agent
388 Greenwich Street
New York, New York  10013

The Lenders party to the Credit Agreement
     referred to below listed on Schedule 1
     hereto (hereinafter, the "Lenders")

     Re:  364-Day Credit Agreement dated as of August 4, 2003,
          among the Borrower, the Guarantor, the Lender and certain
          other lenders who are parties to the Credit Agreement,
          Citibank, N.A., as Agent for the Lender and such other
          lenders, JPMorgan Chase Bank, The Bank of New York, Bank
          One, NA and BNP Paribas, Chicago Branch, as syndication
          agents, and J.P. Morgan Securities Inc. and Citigroup
          Global Markets Inc., as joint lead arrangers and
          bookrunners (the "Credit Agreement")

Ladies and Gentlemen:

          I am Senior Vice President and General Counsel of The May
Department Stores Company, a New York corporation ("Borrower") and
Senior Vice President and General Counsel of The May Department
Stores Company, a Delaware corporation ("Guarantor").  This opinion
is being rendered pursuant to Section 3.01(c) of the Credit
Agreement.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement.  Borrower and Guarantor are sometimes hereinafter
referred to individually as a "Loan Party" and collectively as the
"Loan Parties".

          In that connection, I have examined or caused to be
examined such documents as I have deemed appropriate for the purpose
of this opinion.  I advise you as follows as of the date hereof:

          1.   Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of New
York.  Guarantor is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.  Each Loan Party has all requisite corporate power and
corporate authority to enter into the Credit Agreement and to
consummate the transactions contemplated thereby.

          2.   The Credit Agreement has been duly authorized by all
requisite corporate action on the part of each Loan Party and has
been duly executed and delivered by each Loan Party.

          3.   To the best of my knowledge after diligent inquiry
with respect thereto, there is no pending or threatened action or
proceeding against Guarantor or any of its Subsidiaries before any
court, governmental agency or arbitrator that would have a
materially adverse effect on the financial condition or operations
of Guarantor and its Subsidiaries, taken as a whole, or which
purports to affect the legality, validity or enforceability of the
Credit Agreement or any of the Notes.

          4.   The execution, delivery and performance by each Loan
Party of the Credit Agreement (a) will not contravene, or result in
a breach of the terms, conditions or provisions of, or result in the
violation of the Certificate of Incorporation or By-laws of such
Loan Party or, to my knowledge, contravene, or result in a breach of
the terms, conditions or provisions of, or constitute a default
under any material agreement or instrument affecting such Loan Party
or to which such Loan Party is a party or by which such Loan Party
or any of its properties is bound, or result in the creation of any
<PAGE>
lien, security interest or other charge or encumbrance on any of its
properties and (b) will not violate any material order, judgment or
decree or any Missouri statute, law, rule or regulation to which
such Loan Party is subject.

          5.   No authorization, consent or other approval of, or
notice to, or filing with any regulatory body, federal, state or
local, which has not been obtained is required in connection with
the execution, delivery or performance by either Loan Party of the
Credit Agreement.

          6.   Neither Guarantor nor any of its Subsidiaries is
engaged in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" (as each of the quoted
terms is defined or used in Regulation U of the Board of Governors
of the Federal Reserve System).

          7.   Guarantor owns directly all of the issued and
outstanding common stock of Borrower and all other issued and
outstanding Capital Stock of Borrower that constitutes voting stock.

     This opinion is rendered only to the Agent, the syndication
agents, the joint lead arrangers and bookrunners and the Lenders in
connection with the above transactions and is solely for the
Agent's, the syndication agents', the joint lead arrangers and
bookrunners' and the Lenders' benefit.  This opinion may not be
relied upon by any other person, firm or corporation for any purpose
without our prior written consent; provided, however, that assignees
who become parties to the Credit Agreement (in accordance with the
terms and conditions thereof) are entitled to rely on this opinion,
subject to the qualifications set forth herein, as though it had
been addressed to them and delivered on the date hereof.



                                   Very truly yours,



                                   Alan E. Charlson
                                   Senior Vice President
                                   and General Counsel




                                   2
<PAGE>
                                                        EXHIBIT E
                                         Subordination Provisions


          The payment of principal of, premium, if any, and
interest on this promissory note is hereby subordinated in right of
payment, to the prior payment in full of all Senior Debt, whether
outstanding on the date of this promissory note or hereafter
incurred.

          Except for Permitted Payments (as hereinafter defined),
the Holder will not (i) accelerate, take or receive from Maker by
setoff or in any other manner, the whole or any part of the
indebtedness evidenced by this promissory note, including, without
limitation, the taking of any negotiable instruments evidencing such
amounts, nor any security for any of the indebtedness evidenced by
this promissory note, or (ii) ask, demand, sue or otherwise take any
action to enforce any claim with respect to this promissory note
without the prior written consent of the agent for the holders of
the Senior Bank Debt and the holders of the Designated Senior Debt
(or their Representative), in each case unless and until all Senior
Debt shall have been fully and indefeasibly paid and satisfied in
cash and all financing arrangements contemplated by the Bank Credit
Agreement shall have been terminated; provided, however, that so
long as no event of default shall have occurred and be continuing
under the Bank Credit Agreement, the Holder may receive securities
that are subordinated to at least the same extent as this promissory
note to the Senior Debt.

          Notwithstanding the provisions of the immediately
preceding paragraph, until the occurrence and during the continuance
of an event of default under any Designated Senior Debt (including,
without limitation, an "Event of Default" as defined in the Bank
Credit Agreement), and provided that (i) there shall not then exist
any breach of any provision of this promissory note that is for the
benefit of the holders of the Designated Senior Debt that has not
been waived, in writing, by the holders thereof (or their
Representative), and (ii) the payment described below, if made,
would not give rise to the occurrence of an event of default under
any Designated Senior Debt, Maker may pay to Holder, and Holder may
accept from Maker, when due, on an unaccelerated basis, pursuant to
the terms of this promissory note, (A) regularly scheduled payments
of interest, (B) payments of principal upon the stated maturity of
this promissory note, and (C) in the event the Holder is an
insurance company which has provided insurance coverage to the
Maker, payments in the form of setoffs or reductions in the
principal amount of this promissory note against any insurance
benefits owing from the Holder to Maker with respect to such
coverage (collectively, "Permitted Payments").  It is expressly
understood and agreed by Holder that, except as otherwise provided
in clause (C) above, any prepayment (whether optional or mandatory)
of any of the indebtedness evidenced by this promissory note shall
not be a Permitted Payment.

          In the event of any distribution, division, or
application, partial or complete, voluntary or involuntary, by
operation of law or otherwise, of all or any part of the assets of
the Maker or the proceeds thereof to the creditors of the Maker or
readjustment of the obligations evidenced by this promissory note,
whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other
action or proceeding involving the readjustment of all or any part
of the Senior Debt or this promissory note, or the application of
the assets of the Maker to the payment or liquidation thereof, or
upon the dissolution or other winding up of the Maker's business, or
upon the sale of all or substantially all of the Maker's assets
(except to the extent permitted in the instruments or agreements
governing the Senior Debt), then in any such event, (i) the Senior
Debt shall be fully and indefeasibly paid and satisfied in cash
prior to the payment of all or any part of the indebtedness
evidenced by this promissory note, and (ii) any payment or
distribution of any kind or character, whether in cash, securities
or other property, which shall be payable or deliverable upon or
with respect to any or all of the indebtedness evidenced by this
promissory note shall be paid or delivered to the holders of the
Senior Debt (or their Representatives), pro rata, for application on
any of the Senior Debt, due or not due, until all Senior Debt shall
have been fully and indefeasibly paid and satisfied in cash;
provided, however, that, so long as no event of default shall have
occurred and be continuing under the Bank Credit Agreement, the
Holder may receive securities that are subordinated to at least the
same extent as this promissory note to the Senior Debt.

          After all Senior Debt has been indefeasibly paid in full
and until this promissory note is paid in full, the Holder shall be
subrogated (equally and ratably with all other Indebtedness pari
passu with this promissory note) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the Holder have been
applied to the payment of Senior Debt.  A distribution made under
<PAGE>
these subordination provisions to holders of Senior Debt that
otherwise would have been made to the Holder is not, as between the
Maker and the Holder, a payment by the Maker on the Senior Debt.

          The subordination provisions set forth herein shall not
be amended or modified without the written consent of the holders of
all Designated Senior Debt (or their Representative).

          "Bank Credit Agreement" means that certain 364-Day Credit
Agreement dated as of August 4, 2003, among the Borrower, the
Guarantor, the Lender and certain other lenders who are parties to
the Credit Agreement, Citibank, N.A., as Agent for the Lender and
such other lenders, JPMorgan Chase Bank, The Bank of New York, Bank
One, NA and BNP Paribas, Chicago Branch, as syndication agents, and
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as
joint lead arrangers and bookrunners, as such agreement may be
restated, further amended, supplemented or otherwise modified or
replaced from time to time hereafter, and any notes issued pursuant
thereto, together with any refunding or replacement thereof.

          "Designated Senior Debt" means, at any time, (i) so long
as the Bank Credit Agreement is in effect or any Senior Bank Debt is
outstanding at such time, the Senior Bank Debt and (ii) any other
Senior Debt the principal amount of which at such time is $100
million or more.

          "Hedging Obligations" means the obligations of the Maker
under (i) interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements currency swap agreements
and (ii) other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or fluctuations in
currency values.

          "Indebtedness" means any indebtedness of the Maker,
whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing obligations under capital leases or the
balance deferred and unpaid of the purchase price of any property or
representing any Hedging Obligations, except any such balance that
constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing indebtedness (other than Hedging
Obligations) would appear as a liability upon a balance sheet of the
Maker prepared in accordance with generally accepted accounting
principles at the time of its incurrence, as well as all
indebtedness of others secured by a lien on any asset of the Maker
(whether or not such indebtedness is assumed by the Maker) and, to
the extent not otherwise included, the guaranty by the Maker of any
indebtedness of any other person or entity.

          "Representative" means the indenture trustee or other
trustee, agent or representative for any Senior Debt, including,
without limitation, the Administrative Agent.

          "Senior Bank Debt" means the Indebtedness and obligations
outstanding under the Bank Credit Agreement, including, without
limitation, all principal, interest, fees, indemnities,
reimbursement claims or otherwise and whether or not such
obligations accrue before or after the commencement of any
bankruptcy, insolvency or similar proceeding or constitute an
allowed claim in any such proceeding.

          "Senior Debt" means (i) the Senior Bank Debt and (ii) all
other Indebtedness of the Maker, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a
parity with or subordinated in right of payment to the Indebtedness
evidenced by this promissory note.  Notwithstanding anything to the
contrary in the foregoing, Senior Debt will not include (x) any
liability for federal, state, local or other taxes owed or owing by
the Maker, (y) any Indebtedness of the Maker to any of its
subsidiaries or other affiliates or (z) any trade payables or
accrued expenses.


                                   2