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                                                                   EXHIBIT 4(iv)
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                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

 (amending the Amended and Restated Credit Agreement dated as of August 3, 2000)

                                  by and among

                         AMERICAN GREETINGS CORPORATION,
                            as US Facility Borrower,

                  CARLTON CARDS (FRANCE) S.N.C., CARLTON CARDS
       LIMITED, UK GREETINGS LIMITED, and UKG SPECIALTY PRODUCTS LIMITED,
                            as UK Facility Borrowers,

                             CARLTON CARDS LIMITED,
                         as Canadian Facility Borrower,

                        JOHN SANDS (AUSTRALIA) LTD., JOHN
                        SANDS (N.Z.) LTD. and JOHN SANDS
                                 HOLDING CORP.,
                        as Australian Facility Borrowers,

                             BANK OF AMERICA, N.A.,
                         as Global Agent and as Lender,

                       BANC OF AMERICA SECURITIES LIMITED
                 (f/k/a BANK OF AMERICA INTERNATIONAL LIMITED),
                              as UK Facility Agent,

                               NATIONAL CITY BANK,
        as Global Co-Syndication Agent, US Facility Agent and as Lender,

                               BANK ONE, MICHIGAN,
                  as Global Co-Syndication Agent and as Lender,

                         BANK ONE, NA, AUSTRALIA BRANCH,
                   as Australian Facility Agent and as Lender,

                                BANK ONE CANADA,
                    as Canadian Facility Agent and as Lender,

                                       and

                   THE LENDERS PARTY HERETO FROM TIME TO TIME

                                 April 30, 2001

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager

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                       TABLE OF CONTENTS

                                                                         Page

                                    ARTICLE I
                              Definitions and Terms

 1.01       Definitions.....................................................3
 1.02       Rules of Interpretation........................................46
 1.03       Amendment and Restatement......................................47

                                   ARTICLE II
                                 The US Facility

 2.01       Advances.......................................................49
 2.02       Payment of Interest............................................52
 2.03       Payment of Principal...........................................52
 2.04       Manner of Payment..............................................52
 2.05       Evidence of Indebtedness.......................................53
 2.06       Pro Rata Payments..............................................53
 2.07       Reductions.....................................................54
 2.08       Conversions and Elections of Subsequent Interest Periods.......54
 2.09       Facility Fee...................................................55
 2.10       Deficiency Advances; Failure to Purchase Participations........55
 2.11       Use of Proceeds................................................56
 2.12       US Facility Extension..........................................56
 2.13       US Term Loan Option............................................56
 2.14       Participations.................................................57

                                   ARTICLE IIA
                          US Facility Letters of Credit

 2A.01      Letters of Credit..............................................58
 2A.02      Reimbursement and Participations...............................59
 2A.03      Governmental Action............................................63
 2A.04      Letter of Credit Facility Fees.................................63
 2A.05      Letter of Credit Fronting and Administrative Fees..............63

                                   ARTICLE III
                                 The UK Facility

 3.01       Advances.......................................................64
 3.02       Payment of Interest............................................68
 3.03       Payment of Principal...........................................68
 3.04       Manner of Payment..............................................69
 3.05       Evidence of Indebtedness.......................................70
 3.06       Pro Rata Payments..............................................70
 3.07       Reductions.....................................................70
 3.08       Conversions and Elections of Subsequent Interest Periods.......71
 3.09       Facility Fee...................................................71
 3.10       Deficiency Advances............................................71



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 3.11       Use of Proceeds................................................72
 3.12       One Loan.......................................................72
 3.13       Participations.................................................73

                                  ARTICLE IIIA
                                 Bank Guarantees

 3A.01      Bank Guarantees................................................74
 3A.02      Reimbursement and Participations...............................74
 3A.03      Governmental Action............................................77
 3A.04      Bank Guarantee Facility Fees...................................78
 3A.05      Bank Guarantee Fronting and Administrative Fees................78

                                   ARTICLE IV
                              The Canadian Facility

 4.01       Advances.......................................................79
 4.02       Payment of Interest............................................81
 4.03       Payment of Principal...........................................83
 4.04       Manner of Payment..............................................83
 4.05       Evidence of Indebtedness.......................................84
 4.06       Pro Rata Payments..............................................84
 4.07       Reductions.....................................................84
 4.08       Conversions and Elections of Subsequent Interest Periods.......85
 4.09       Facility Fee...................................................85
 4.10       Deficiency Advances............................................86
 4.11       Use of Proceeds................................................86
 4.12       Canadian Facility Extension....................................86
 4.13       Canadian Term Loan Option......................................87
 4.14       Participations.................................................88
 4.15       Maximum Rate of Return.........................................88

                                    ARTICLE V
                             The Australian Facility

 5.01       Advances.......................................................90
 5.02       Payment of Interest............................................93
 5.03       Payment of Principal...........................................93
 5.04       Manner of Payment..............................................93
 5.05       Evidence of Indebtedness.......................................94
 5.06       Pro Rata Payments..............................................95
 5.07       Reductions.....................................................95
 5.08       Conversions and Elections of Subsequent Interest Periods.......95
 5.09       Facility Fee...................................................96
 5.10       Deficiency Advances............................................96
 5.11       Use of Proceeds................................................97
 5.12       One Loan.......................................................97
 5.13       Swing Line.....................................................98
 5.14       Participations................................................100


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                                   ARTICLE VI
                            Changes in Circumstances

 6.01       Increased Cost and Reduced Return.............................101
 6.02       Limitation on Types of Loans..................................103
 6.03       Illegality....................................................103
 6.04       Treatment of Affected Loans...................................103
 6.05       Compensation..................................................104
 6.06       Taxes.........................................................104
 6.07       Replacement Lender............................................107
 6.08       Funding.......................................................108
 6.09       Economic and Monetary Union in the European Community.........108

                                   ARTICLE VII
                   Conditions to Closing and to Making Loans,

 7.01       Conditions of Closing.........................................110
 7.02       Conditions of Loans, Letters of Credit and Bank Guarantees....112

                                  ARTICLE VIII
                         Representations and Warranties

 8.01       Representations and Warranties as to Borrowers and
               Subsidiaries...............................................115
 8.02       Representations and Warranties of the Company.................116

                                   ARTICLE IX
                              Affirmative Covenants

 9.01       Financial Reports, Etc........................................121
 9.02       Debt Ratings..................................................122
 9.03       Maintain Properties...........................................122
 9.04       Existence, Qualification, Etc.................................122
 9.05       Regulations and Taxes.........................................122
 9.06       Insurance.....................................................122
 9.07       True Books....................................................123
 9.08       Right of Inspection...........................................123
 9.09       Observe all Laws..............................................123
 9.10       Covenants Extending to Subsidiaries...........................123
 9.11       Officer's Knowledge of Default................................123
 9.12       Suits or Other Proceedings....................................123
 9.13       Environmental Compliance......................................123
 9.14       Further Assurances............................................124
 9.15       Continued Operations..........................................124
 9.16       Use of Proceeds...............................................124
 9.17       Mandatory Prepayments and Commitment Reductions...............124
 9.18       Opinions of Foreign Counsel...................................125

                                    ARTICLE X
                               Negative Covenants

 10.01      Consolidated Funded Indebtedness to Consolidated
               Total Capitalization.......................................126
 10.02      Consolidated EBIT to Consolidated Interest Expense............126


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 10.03      Liens.........................................................126
 10.04      Transfer of Assets............................................127
 10.05      Merger or Consolidation.......................................128
 10.06      Transactions with Affiliates..................................128
 10.07      ERISA.........................................................128
 10.08      Acquisitions..................................................129
 10.09      Negative Pledge...............................................129
 10.10      Dissolution, Etc..............................................130
 10.11      Restrictive Agreements........................................130
 10.12      Subsidiary Indebtedness.......................................130
 10.13      Permitted Asset Securitizations...............................130

                                   ARTICLE XI
                       Events of Default and Acceleration

 11.01      Events of Default.............................................131
 11.02      Global Agent to Act...........................................134
 11.03      Cumulative Rights.............................................134
 11.04      No Waiver.....................................................134
 11.05      Allocation of Proceeds........................................134
 11.06      Judgment Currency.............................................135
 11.07      Funding and Payment of Participations; Conversion to
               US Dollars.................................................135

                                  ARTICLE XII
                                   The Agents

 12.01      Appointment, Powers, and Immunities...........................138
 12.02      Reliance by Agents............................................139
 12.03      Defaults......................................................139
 12.04      Rights as Lender..............................................140
 12.05      Indemnification...............................................141
 12.06      Non-Reliance on Agents and Other Lenders......................141
 12.07      Resignation of  an Agent......................................141
 12.08      Fees..........................................................142

                                  ARTICLE XIII
                                  Miscellaneous

 13.01      Assignments and Participations................................143
 13.02      Notices.......................................................145
 13.03      Right of Set-off; Adjustments.................................147
 13.04      Survival......................................................148
 13.05      Expenses......................................................148
 13.06      Amendments and Waivers........................................148
 13.07      Counterparts..................................................149
 13.08      Termination...................................................149
 13.09      Usury Savings Clause..........................................150
 13.10      Indemnification; Limitation of Liability......................151
 13.11      Agreement Controls............................................152
 13.12      Severability..................................................152
 13.13      Entire Agreement..............................................152


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 13.14      Governing Law; Waiver of Jury Trial...........................152
 13.15      Special Funding Option........................................153

 EXHIBIT A  Lenders' Commitments and Applicable Commitment
                Percentages...............................................A-1
 EXHIBIT B  Form of Assignment and Acceptance.............................B-1
 EXHIBIT C  Notice of Appointment (or Revocation) of Authorized
                Representative............................................C-1
 EXHIBIT D-1  Borrowing Notice (U.S. Facility Loans)....................D-1-1
 EXHIBIT D-2  Borrowing Notice (UK Facility Loans)......................D-2-1
 EXHIBIT D-3  Borrowing Notice (Canadian Facility Loans)................D-3-1
 EXHIBIT D-4  Borrowing Notice (Australian Facility Loans other
                than....................................................D-4-1
 EXHIBIT D-5  Form of Borrowing Notice - Australian Facility
                Swing Line Loans........................................D-5-1
 EXHIBIT E    Form of Guaranty Agreement..................................E-1
 EXHIBIT F    Form of LC Account Agreement................................F-1
 EXHIBIT G-1  Form of Opinion of US Counsel for Borrowers and
                Guarantor...............................................G-1-1
 EXHIBIT G-2  Form of Opinion of New York Counsel for Borrowers and
                Guarantor...............................................G-2-1
 EXHIBIT H    Form of Compliance Certificate..............................H-1
 EXHIBIT I    Form of Bank Guarantee Cash Account Agreement...............I-1

 SCHEDULE 1.01(a)  Authorized Representatives.............................S-1
 SCHEDULE 1.01(b)  Existing Letters of Credit.............................S-2
 SCHEDULE 1.01 (c)  Existing Bank Guarantees..............................S-7
 SCHEDULE 8.02(a)  Subsidiaries and Stockholders..........................S-9
 SCHEDULE 8.02(f)  Litigation............................................S-10
 SCHEDULE 10.03  Existing Liens..........................................S-11
 SCHEDULE 10.06  Transactions with Affiliates............................S-14



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                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

         THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April
30, 2001 (the "Agreement"), is effective as an amendment to the Amended and
Restated Credit Agreement dated as of August 3, 2000 by and among the Borrowers,
the Agents and the Lenders, as amended by First Amendment to Amended and
Restated Credit Agreement dated as of March 23, 2001 (the "Existing Credit
Agreement") upon execution by the Borrowers and Required Lenders, and is made
and effective by and among:

         AMERICAN GREETINGS CORPORATION, a corporation duly organized and
existing under the laws of the State of Ohio (the "Company" and the "US Facility
Borrower"); and

         CARLTON CARDS (FRANCE) S.N.C., a societe en nom collectif organized
under the laws of France, registered with the Registry of Commerce and of
Companies of La Courneuve under Number RCS B 387 702 954 ("Carlton France"); and
CARLTON CARDS LIMITED (Registered No. 61412), UK GREETINGS LIMITED (Registered
No. 3480710) and UKG SPECIALTY PRODUCTS LIMITED (Registered No. 3220599), each a
corporation duly organized and existing under the laws of England and Wales
(collectively, the "UK Subsidiaries" and, together with Carlton France, the "UK
Facility Borrowers"); and

         CARLTON CARDS LIMITED, a corporation duly organized and existing under
the laws of Ontario, Canada (the "Canadian Facility Borrower"); and

         JOHN SANDS (AUSTRALIA) LTD., JOHN SANDS HOLDING CORP. and JOHN SANDS
(N.Z.) LTD., each a corporation duly organized and existing under the laws of
Delaware and doing business in Australia (collectively, the "Australian Facility
Borrowers"; the US Facility Borrower, the UK Facility Borrowers, the Canadian
Facility Borrower and the Australian Facility Borrowers are sometimes referred
to collectively as the "Borrowers" or individually as a "Borrower"); and

         BANK OF AMERICA, N.A., NATIONAL CITY BANK, BANK ONE, MICHIGAN, KEYBANK
NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, MELLON BANK, N.A., BARCLAYS BANK PLC
and PNC BANK N.A., the lenders under the US Facility, and each other lender
which may hereafter execute and deliver an instrument of assignment with respect
to the US Facility under this Agreement pursuant to SECTION 13.01 (hereinafter
such lenders may be referred to individually as a "US Facility Lender" or
collectively as the "US Facility Lenders"); and

         BANK OF AMERICA CANADA, BANK ONE CANADA, ROYAL BANK OF CANADA and
MELLON BANK, N.A., CANADA BRANCH, the lenders under the Canadian Facility, and
each other lender which may hereafter execute and deliver an instrument of
assignment with respect to the Canadian Facility under this Agreement pursuant
to SECTION 13.01 (hereinafter such lenders may be referred to individually as a
"Canadian Facility Lender" or collectively as the "Canadian Facility Lenders");
and


<PAGE>   8


         BANK OF AMERICA, N.A., NATIONAL CITY BANK, PNC BANK, N.A., BARCLAYS
BANK PLC and KEYBANK NATIONAL ASSOCIATION, the lenders under the UK Facility,
and each other lender which may hereafter execute and deliver an instrument of
assignment with respect to the UK Facility under this Agreement pursuant to
SECTION 13.01 (hereinafter such lenders may be referred to individually as a "UK
Facility Lender" or collectively as the "UK Facility Lenders"); and

         BA AUSTRALIA LIMITED, BANK ONE, NA, AUSTRALIA BRANCH, and ROYAL BANK OF
CANADA, the Lenders under the Australian Facility, and each other lender which
may hereafter execute and deliver an instrument of assignment with respect to
the Australian Facility under this Agreement pursuant to SECTION 13.01
(hereinafter such lenders may be referred to individually as an "Australian
Facility Lender" or collectively as the "Australian Facility Lenders"; the US
Facility Lenders, the Canadian Facility Lenders, the UK Facility Lenders and the
Australian Facility Lenders are sometimes referred to collectively as the
"Lenders" or individually as a "Lender"); and

         BANK ONE, MICHIGAN, in its capacity as global co-syndication agent for
each of the Lenders; and

         NATIONAL CITY BANK, in its capacity as agent for the US Facility
Lenders (the "US Facility Agent") and in its capacity as global co-syndication
agent for each of the Lenders (together with Bank One, Michigan, the "Global
Co-Syndication Agents"); and

         BANC OF AMERICA SECURITIES LIMITED (f/k/a BANK OF AMERICA INTERNATIONAL
LIMITED), a limited liability company authorized in England as a credit
institution under the Banking Act 1987 ("BASL"), in its capacity as agent for
the UK Facility Lenders (the "UK Facility Agent"); and

         BANK ONE CANADA, in its capacity as agent for the Canadian Facility
Lenders (the "Canadian Facility Agent"); and

         BANK ONE, NA, AUSTRALIA BRANCH, in its capacity as agent for the
Australian Facility Lenders (the "Australian Facility Agent"); the US Facility
Agent, the UK Facility Agent, the Canadian Facility Agent and the Australian
Facility Agent are sometimes referred to collectively as the "Facility Agents"
or individually as a "Facility Agent"); and

         BANK OF AMERICA, N.A., in its capacity as global administrative agent
for each of the Lenders (the "Global Agent" and together with the Facility
Agents and the Global Co-Syndication Agents, the "Agents").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, the Borrowers, the Agents and certain of the Lenders have
entered into that certain Credit Agreement dated as of August 7, 1998, as
amended by Amendment No. 1 to Credit Agreement dated as of August 5, 1999 (as so
amended, the "Original Credit Agreement"),






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pursuant to which such Lenders have made available to the Borrowers revolving
credit and term loan facilities, as evidenced under the US Facility (as
hereinafter defined) by the promissory notes delivered in connection with the
Original Credit Agreement (the "Original Notes"); and

         WHEREAS, (a) Bank of America, N.A. resigned as Australian Facility
Agent under the Original Credit Agreement and was replaced by Bank One, NA,
Australia Branch, (b) Bank of America Canada resigned as Canadian Facility Agent
under the Original Credit Agreement and was replaced by Bank One Canada, and (c)
the Original Credit Agreement was amended and restated by the Existing Credit
Agreement; and

         WHEREAS, Camden Graphics Limited was merged into Hanson White Group
Limited and Hanson White Group Limited changed its name to UKG Specialty
Products Limited; and

         WHEREAS, the Borrowers have requested that the Lenders amend the
Existing Credit Agreement; and

         WHEREAS, subject to the terms and conditions herein stated, the Agents
and the Required Lenders are willing to amend the Existing Credit Agreement and
the Agents and the Lenders are willing to continue to make certain credit
facilities available to the Borrowers upon the terms and conditions set forth
herein; and

         WHEREAS, the parties hereto agree that this Agreement is effective as a
restatement of the Existing Credit Agreement concurrent with the effectiveness
of the amendments thereto contained herein in order to facilitate the parties'
understanding of the amendments contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, and intending to be legally
bound, the parties hereto do hereby agree that the Existing Credit Agreement is
amended and restated in its entirety as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

         1.01 DEFINITIONS. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

         "ADVANCE" means a US Facility Advance, a UK Facility Advance, a
Canadian Facility Advance or an Australian Facility Advance, as the case may be.

         "AFFECTED LOANS" shall have the meaning therefor set forth in SECTION
6.04.

         "AFFECTED TYPE" shall have the meaning therefor-set forth in SECTION
6.04.



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         "AFFILIATE" means any Person (i) which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with, the Company; or (ii) which beneficially owns or holds 10% or more
of any class of the outstanding Voting Stock of the Company; or (iii) 10% or
more of any class of the outstanding Voting Stock (or in the case of a Person
which is not a corporation, 10% or more of the equity or other ownership
interest) of which is beneficially owned or held by the Company. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of Voting Stock, by contract or otherwise.

         "AGGREGATE COMMITMENT" means, with respect to any Lender, its US
Facility Commitment and, as applicable, the US Dollar Equivalent Amount of the
sum of its UK Facility Commitment, its Canadian Facility Commitment and its
Australian Facility Commitment.

         "AGGREGATE CREDIT EXPOSURE" shall have the meaning therefor set forth
in the definition of "Credit Exposure."

         "AGGREGATE FACILITY CREDIT EXPOSURE" shall have the meaning therefor
set forth in the definition of "Facility Credit Exposure."

         "APPLICABLE BANK GUARANTEE ISSUER" means, with respect to any Bank
Guarantee, the Bank Guarantee Issuer which issued such Bank Guarantee and any
successors thereto.

         "APPLICABLE BASE RATE" means (i) with respect to all matters involving
the US Facility, including without limitation Reimbursement Obligations, the US
Facility Base Rate, (ii) with respect to all matters involving the UK Facility,
including without limitation Reimbursement Obligations, the UK Facility Base
Rate, (iii) with respect to all matters involving the Canadian Facility, the
Canadian Facility Base Rate, and (iv) with respect to all matters involving the
Australian Facility, including without limitation the Australian Facility Swing
Line Loans, the Australian Facility Base Rate or the Australian Facility Prime
Rate, as the case may be.

         "APPLICABLE BASE RATE LOAN" means a Loan bearing interest at an
Applicable Base Rate.

         "APPLICABLE BORROWERS" means (i) with respect to all matters involving
the US Facility, the US Facility Borrower, (ii) with respect to all matters
involving the UK Facility, the UK Facility Borrowers, (iii) with respect to all
matters involving the Canadian Facility, the Canadian Facility Borrower, and
(iv) with respect to all matters involving the Australian Facility, the
Australian Facility Borrowers.

         "APPLICABLE COMMITMENT PERCENTAGE" means, for each Lender, with respect
to the Obligations hereunder arising in connection with each separate Facility
and the Total Facilities, a fraction (expressed as a percentage), the numerator
of which shall be the amount of such Lender's Aggregate Commitment and the
denominator of which shall be the Total Commitment, each as of the date of
determination, which Applicable Commitment Percentage for each Lender as of the
Closing Date is as set forth in EXHIBIT A attached hereto and incorporated
herein by reference; provided that the Applicable Commitment Percentages of each
Lender shall be





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<PAGE>   11

increased or decreased to reflect any assignments to or by such Lender effected
in accordance with SECTION 13.01 hereof.

         "APPLICABLE CURRENCY" means (i) with respect to the US Facility, US
Dollars, or, if the context requires, the applicable Letter of Credit Currency,
(ii) with respect to the UK Facility (including the Bank Guarantee Facility),
British Pounds Sterling or, if the context requires either French Francs or
euro, (iii) with respect to the Canadian Facility, Canadian Dollars and (iv)
with respect to the Australian Facility, Australian Dollars or, if the context
requires, New Zealand Dollars.

         "APPLICABLE FACILITY AGENT" means (i) with respect to all matters
involving the US Facility, the US Facility Agent, (ii) with respect to all
matters involving the UK Facility, the UK Facility Agent, (iii) with respect to
all matters involving the Canadian Facility, the Canadian Facility Agent and
(iv) with respect to all matters involving the Australian Facility, the
Australian Facility Agent.

         "APPLICABLE FACILITY COMMITMENT" means, with respect to any Lender and
any Facility, the obligation of such Lender to incur Facility Credit Exposure as
an Applicable Lender or Participant in such Facility, as applicable, up to an
aggregate principal amount at any time outstanding equal to the product of such
Lender's Applicable Commitment Percentage multiplied by the Applicable Total
Facility Commitment, as the same may be increased or decreased from time to time
pursuant to this Agreement.

         "APPLICABLE FACILITY LENDERS" means (i) with respect to all matters
involving the US Facility, the US Facility Lenders, (ii) with respect to all
matters involving the UK Facility, the UK Facility Lenders, (iii) with respect
to all matters involving the Canadian Facility, the Canadian Facility Lenders
and (iv) with respect to all matters involving the Australian Facility, the
Australian Facility Lenders.

         "APPLICABLE FRONTING COMMITMENT" means, for any Lender, (i) with
respect to the US Facility, such Lender's US Facility Fronting Commitment, if
any, (ii) with respect to the UK Facility, such Lender's UK Facility Fronting
Commitment, if any, (iii) with respect to the Canadian Facility, such Lender's
Canadian Facility Fronting Commitment, if any, and (iv) with respect to the
Australian Facility, such Lender's Australian Facility Fronting Commitment, if
any.

         "APPLICABLE FRONTING PERCENTAGE" means (i) for each US Facility Lender,
with respect to the Obligations hereunder arising in connection with the US
Facility, a fraction (expressed as a percentage), the numerator of which shall
be the amount of its US Facility Fronting Commitment and the denominator of
which shall be the Total US Facility Commitment, each as of the date of
determination, which Applicable Fronting Percentage for each US Facility Lender
as of the Closing Date is as set forth in EXHIBIT A attached hereto and
incorporated herein by this reference; (ii) for each UK Facility Lender, with
respect to the Obligations hereunder arising in connection with the UK Facility,
a fraction (expressed as a percentage), the numerator of which shall be the
amount of its UK Facility Fronting Commitment and the denominator of which shall
be the Total UK Facility Commitment, each as of the date of determination, which
Applicable



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<PAGE>   12

Fronting Percentage for each UK Facility Lender as of the Closing Date is as set
forth in EXHIBIT A attached hereto and incorporated herein by this reference;
(iii) for each Canadian Facility Lender, with respect to the Obligations
hereunder arising in connection with the Canadian Facility, a fraction
(expressed as a percentage), the numerator of which shall be the amount of its
Canadian Facility Fronting Commitment and the denominator of which shall be the
Total Canadian Facility Commitment, each as of the date of determination, which
Applicable Fronting Percentage for each Canadian Facility Lender as of the
Closing Date is as set forth in EXHIBIT A attached hereto and incorporated
herein by this reference; and (iv) for each Australian Facility Lender, with
respect to the Obligations hereunder arising in connection with the Australian
Facility, a fraction (expressed as a percentage), the numerator of which shall
be the amount of its Australian Facility Fronting Commitment and the denominator
of which shall be the Total Australian Facility Commitment, each as of the date
of determination, which Applicable Fronting Percentage for each Australian
Facility Lender as of the Closing Date is as set forth in EXHIBIT A attached
hereto and incorporated herein by this reference; provided that the Applicable
Fronting Percentages of each Lender shall be increased or decreased to reflect
any assignments to or by such Lender effected in accordance with SECTION 13.01
hereof.

         "APPLICABLE LENDERS" means (i) with respect to all matters involving
the US Facility, the US Facility Lenders, (ii) with respect to all matters
involving the UK Facility, the UK Facility Lenders, (iii) with respect to all
matters involving the Canadian Facility, the Canadian Facility Lenders, and (iv)
with respect to all matters involving the Australian Facility, the Australian
Facility Lenders.

         "APPLICABLE LENDING OFFICE" means, for each Lender and for each Type
and Applicable Currency of Loan, the "Lending Office" of such Lender (or of an
affiliate of such Lender) designated for such Type and Applicable Currency of
Loan on the signature pages hereof or in an Assignment and Acceptance, or such
other office of such Lender (or an affiliate of such Lender) as such Lender may
from time to time specify to the Applicable Facility Agent and the Applicable
Borrowers by written notice in accordance with the terms hereof as the office by
which its Loans of such Type and Applicable Currency are to be made and
maintained.

         "APPLICABLE MARGIN" means (i) for purposes of calculating the
applicable Facility Fee and the applicable interest rate for any Interest Period
for each Fixed Rate Loan under each of the UK Facility, the Australian Facility,
and the Canadian Facility Full Maturity Tranche, that percent per annum set
forth below opposite the Applicable Debt Rating Level (as hereinafter defined)
as determined from the rating assigned to each class of long term senior
unsecured indebtedness of the Company (the "Rated Debt") by S&P and Moody's (the
"Debt Rating"), which shall be effective on the Closing Date and is thereafter
subject to change beginning on the effective date of a change in the Applicable
Debt Rating Level (the "Debt Rating Date"), and which shall continue until, but
not including, the immediate next Debt Rating Date:

              Applicable          Applicable Margin for    Applicable Margin for
         Debt Rating Level           Facility Fees           Fixed Rate Loans
         -----------------           -------------           ----------------

Level             S&P       Moody's



                                       6
<PAGE>   13

I        A or higher        A2 or higher          0.085%              0.915%
II       A-                 A3                    0.100%              0.900%
III      BBB+               Baa1                  0.125%              0.875%
IV       BBB                Baa2                  0.175%              0.825%
V        BBB-               Baa3                  0.250%              1.250%
VI       BB+                Ba1                   0.350%              1.650%
VII      BB or lower        Ba2 or lower          0.500%              2.00%


and (ii) for purposes of calculating the applicable Facility Fee and the
applicable interest rate for any Interest Period for each Fixed Rate Loan under
the US Facility and the Canadian Facility Renewable Tranche, that percent per
annum set forth below opposite the Applicable Debt Rating Level, which shall be
effective on the Closing Date and is thereafter subject to change on each Debt
Rating Date, and which shall continue until, but not including, the immediate
next Debt Rating Date:
<TABLE>
<CAPTION>

       Applicable                         Applicable Margin for    Applicable Margin for
   Debt Rating Level                          Facility Fees          Fixed Rate Loans
   -----------------                          -------------          ----------------

Level           S&P         Moody's

<S>      <C>                <C>                  <C>                     <C>
I        A or higher        A2 or higher          0.070%                  0.930%
II       A-                 A3                    0.085%                  0.915%
III      BBB+               Baa1                  0.100%                  0.900%
IV       BBB                Baa2                  0.150%                  0.850%
V        BBB-               Baa3                  0.225%                  1.275%
VI       BB+                Ba1                   0.300%                  1.700%
VII      BB or lower        Ba2 or lower          0.450%                  2.050%

</TABLE>

         The level for determining the Applicable Margin based on the Debt
Ratings (the "APPLICABLE DEBT RATING LEVEL") shall be determined by reference to
the level in the charts that contains the Debt Ratings assigned by both S&P and
Moody's, subject to the following:

                  a. So long as neither Debt Rating is below BBB or Baa2, if the
         Debt Ratings assigned by S&P and Moody's differ by one rating level,
         the Applicable Debt Rating Level shall be determined by reference to
         the level in the charts above having the higher assigned Debt Rating
         without regard to the lower assigned Debt Rating.

                  b. So long as neither Debt Rating is below BBB or Baa2, if the
         Debt Ratings assigned by S&P and Moody's differ by more than one rating
         level, the Applicable Debt Rating Level shall be determined by
         reference to the Debt Rating which is one rating level lower than the
         higher assigned Debt Rating without regard to the lower assigned Debt
         Rating. By way of illustration under (i) above and not limitation, if
         S&P assigns a rating of A - (i.e., Level II) and Moody's assigns a
         rating of Baa1 (i.e., Level III), the



                                       7
<PAGE>   14

         Applicable Margin for Facility Fees will be 0.10% (i.e., Level II) and
         the Applicable Margin for Fixed Rate Loans will be 0.400% (i.e., Level
         II); if S&P assigns a rating of A (i.e., Level I) and Moody's assigns a
         rating of Baa2 (i.e., Level IV), the Applicable Margin for Facility
         Fees will be 0.10% (i.e., Level II) and the Applicable Margin for Fixed
         Rate Loans will be 0.400% (i.e., Level II).

                  c. If either Debt Rating is below BBB or Baa2 and the Debt
         Ratings assigned by S&P and Moody's differ by one or more rating
         levels, the Applicable Debt Rating Level shall be determined by
         reference to the level in the charts above having the lower assigned
         Debt Rating without regard to the higher assigned Debt Rating. By way
         of illustration under (i) above and not limitation, if S&P assigns a
         rating of BBB- (i.e., Level V) and Moody's assigns a rating of Baa1
         (i.e., Level III), the Applicable Margin for Facility Fees will be
         0.250% (i.e., Level V) and the Applicable Margin for Fixed Rate Loans
         will be 1.00% (i.e., Level V).

                  d. In the event that either S&P or Moody's (but not both)
         shall not make a Debt Rating of any class of Rated Debt, because it is
         no longer in the business of making Debt Ratings of senior long term
         unsecured indebtedness of any issuer or obligor, the Applicable Debt
         Rating Level shall be determined based on the Debt Rating provided by
         S&P or Moody's, whichever shall then maintain a current rating of the
         Rated Debt and the rating provided by a nationally recognized
         securities rating agency selected by the Borrower and approved by the
         Agent, which shall be substituted for either S&P or Moody's, as the
         case may be (the "Alternative Rating Agency"), of the Rated Debt and
         the Alternative Rating Agency's equivalent rating levels shall be
         substituted for the Debt Rating levels of either S&P or Moody's,
         whichever shall no longer then make the applicable Debt Rating.

                  e. In the event that no Alternative Rating Agency shall make a
         rating of each class of Rated Debt and (A) only one of S&P or Moody's
         shall then make a Debt Rating, the Applicable Debt Rating Level shall
         be determined by the Debt Rating which is one level lower than the Debt
         Rating assigned by S&P or Moody's, as applicable (e.g., if only Moody's
         provides a Debt Rating and such Debt Rating is Level III, the
         Applicable Debt Rating Level shall be at Level IV); or (B) neither S&P
         nor Moody's shall then make a Debt Rating, the Applicable Debt Rating
         Level shall be Level VII.

         The Global Agent shall notify each Facility Agent, within one (1)
Business Day of the effectiveness of any change in the Applicable Margins, of
such new Applicable Margin.

         "APPLICABLE RATE" means the applicable interest rate for any Fixed Rate
Loan or Floating Rate Loan available in a specific Facility as selected by the
Applicable Borrower or otherwise applicable hereunder.

         "APPLICABLE REFERENCE RATE" means

                  (i) for any Eurodollar Rate Loan made under the US Facility
         for any Interest Period therefor, the rate per annum determined by the
         US Facility Agent to appear on




                                       8
<PAGE>   15

         Telerate Page 3750 or other appropriate Telerate Page (or any successor
         page) as the London interbank offered rate for deposits in the
         Applicable Currency at approximately 11:00 A.M. (London, England time)
         two (2) Business Days prior to the first day of such Interest Period
         for a term comparable to such Interest Period. If for any reason such
         rate is not available, the term "Applicable Reference Rate" shall mean,
         for any Eurodollar Rate Loan for any Interest Period therefor, the rate
         per annum determined by the US Facility Agent to appear on Reuters
         Screen LIBO Page as the London interbank offered rate for deposits in
         the Applicable Currency at approximately 11:00 A.M. (London, England
         time) two (2) Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period; provided,
         however, if more than one rate is specified on Reuters Screen LIBO
         Page, the applicable rate shall be the arithmetic mean of all such
         rates; and

                  (ii) for any Offshore Rate Loan made in British Pounds
         Sterling under the UK Facility for any Interest Period therefor, the
         rate per annum equal to the sum of (a) LIBOR plus (b) the UK Facility
         Mandatory Cost, in each case on the first day of such Interest Period
         for a term comparable to such Interest Period; and

                  (iii) for any Offshore Rate Loan made in French Francs or euro
         under the UK Facility for any Interest Period therefor, the rate per
         annum equal to LIBOR as of two (2) Business Days prior to the first day
         of such Interest Period for a term comparable to such Interest Period;

                  (iv) for any Offshore Rate Loan made in Australian Dollars
         under the Australian Facility for any Interest Period therefor, the
         rate per annum equal to the sum of (a) the Australian Bank Bill Swap
         Reference Rate plus (b) the additional costs (expressed as a percentage
         per annum and rounded upwards, if necessary, to the nearest five
         decimal places) to the Australian Facility Lenders of complying with
         any reserve ratio requirement or analogous requirement of any central
         banking or financial regulatory authority imposed in respect of the
         funding or maintenance of the Australian Facility Commitments or the
         Australian Facility Loans; and

                  (v) for any Offshore Rate Loan made in New Zealand Dollars
         under the Australian Facility for any Interest Period therefor, the
         rate per annum equal to the sum of (a) the New Zealand Bank Bill
         Reference Rate plus (b) the additional costs (expressed as a percentage
         per annum and rounded upwards, if necessary, to the nearest five
         decimal places) to the Australian Facility Lenders of complying with
         any reserve ratio requirement or analogous requirement of any central
         banking or financial regulatory authority imposed in respect of the
         funding or maintenance of the Australian Facility Commitments or the
         Australian Facility Loans.

         "APPLICABLE RESERVE REQUIREMENT" means, at any time, for any Eurodollar
Rate Loan the maximum rate at which reserves (including, without limitation, any
marginal, special, supplemental or emergency reserves) are required to be
maintained with respect thereto under regulations issued from time to time by
the Board or other applicable banking regulator by the member banks of the
Federal Reserve System against, "Eurocurrency liabilities" (as such term is






                                       9
<PAGE>   16

defined in Regulation D). Without limiting the effect of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (i) any category of liabilities
which includes deposits by reference to which the applicable Eurodollar Rate or
any other interest rate of a Loan is to be determined, or (ii) any category of
extensions of credit or other assets which include Eurodollar Rate Loans. An
Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and
as such shall be deemed subject to reserve requirements without benefits of
credit for pro ration, exceptions or offsets that may be available from time to
time to the applicable Lender. The rate of interest on Eurodollar Rate Loans
shall be adjusted automatically on and as of the effective date of any change in
the Applicable Reserve Requirement.

         "APPLICABLE TERM LOAN TERMINATION DATE" means (i) with respect to the
US Facility Term Loan Facility, the US Facility Term Loan Termination Date and
(ii) with respect to the Canadian Facility Term Loan Facility, the Canadian
Facility Term Loan Termination Date.

         "APPLICABLE TOTAL FACILITY COMMITMENT" means (i) with respect to the US
Facility, the Total US Facility Commitment, (ii) with respect to the UK
Facility, the Total UK Facility Commitment, (iii) with respect to the Canadian
Facility, the Total Canadian Facility Commitment and (iv) with respect to the
Australian Facility, the Total Australian Facility Commitment.

         "APPLICATIONS AND AGREEMENTS FOR LETTERS OF CREDIT" means ,
collectively, the Applications and Agreements for Letters of Credit, or similar
documentation, executed by the US Facility Borrower from time to time and
delivered to the Issuing Bank to support the issuance of Letters of Credit.

         "ASSET DISPOSITION" means any voluntary disposition, whether by sale,
lease or transfer, of (a) any or all of the assets (excluding assets sold
pursuant to a Permitted Asset Securitization) of the Company or its
Subsidiaries, or (b) any of the capital stock or securities and investments
interchangeable, exercisable or convertible for or into, or otherwise entitling
the holder to receive, any of the capital stock of any Subsidiary.

         "ASSIGNMENT AND ACCEPTANCE" shall mean an Assignment and Acceptance
substantially in the form of EXHIBIT B (with blanks appropriately filled in)
delivered to the Global Agent and the Applicable Facility Agents in connection
with an assignment of a Lender's interest in a specific Facility under this
Agreement pursuant to SECTION 13.01.

         "AUSTRALIAN BANK BILL SWAP REFERENCE RATE" means (i) for any date of
determination with respect to any Interest Period for an Offshore Rate Loan made
in Australian Dollars under the Australian Facility, (a) the rate (expressed as
a percentage yield per annum to maturity) determined by the Australian Facility
Agent to be the rate (rounded upwards, if necessary, to the nearest 0.01%)
quoted as the average bid rate on the Reuters Monitor System page "BBSY" at or
about 10:00 A.M. (Sydney, Australia time) on the first day of such Interest
Period for bank accepted bills having a term equal to (or no more than two (2)
Business Days shorter or longer than) such Interest Period, or (b) if (x) for
any reason there is no average bid rate displayed on the Reuters Monitor System
screen BBSY page for bank accepted bills of that term or (y) the





                                       10
<PAGE>   17

basis on which such rates are displayed on the Reuters Monitor System screen
BBSY page is changed and in the opinion of Australian Facility Agent those rates
cease to reflect the Australian Facility Lenders' cost of funding to the same
extent as at the date of this Agreement, then the rate (expressed as a
percentage yield per annum to maturity) determined by Australian Facility Agent
to be the average of the bid rates quoted to Australian Facility Agent by three
Australian banks selected by Australian Facility Agent at or about that time on
that day for the purchase of bills accepted by such banks having a face value
amount equal to the principal amount of such Australian Facility Loan and a term
as described in clause (i)(a) of this definition; provided that such buying
rates must be for bills of exchange which are accepted by an Australian bank
selected by Australian Facility Agent and which have a term equivalent to the
relevant Interest Period; or (ii) for any date of determination for purposes of
determining the Australian Facility Base Rate for an Australian Facility Base
Rate Loan made in Australian Dollars under the Australian Facility, or in the
event the Australian Bank Bill Swap Reference Rate cannot be determined as
described in clause (i) of this definition, the rate determined by Australian
Facility Agent to be the arithmetic mean (rounded upwards to the nearest 1/16th
of one percent) of the rates, as supplied to Australian Facility Agent at its
request, quoted by the Australian Facility Lenders to leading banks in the
Australian interbank market at or about 10:00 A.M. (Sydney, Australia time) on
such date for the offering of overnight deposits in Australian Dollars.

         "AUSTRALIAN DOLLAR EQUIVALENT AMOUNT" means, (a) the amount denominated
in Australian Dollars and (b) with respect to a specified amount of New Zealand
Dollars, the amount of Australian Dollars into which such amount of New Zealand
Dollars would be converted, based on the applicable Spot Rate of Exchange.

         "AUSTRALIAN DOLLAR FRONTING COMMITMENT" means, with respect to each
Australian Facility Lender, at any date of determination, the obligation of such
Lender to make Australian Facility Loans in Australian Dollars to the Australian
Facility Borrowers and the obligation of such Lender to purchase Participations
in Australian Facility Swing Line Loans on behalf of all the Lenders up to an
aggregate principal amount at any one time outstanding equal to the product of
such Lender's Applicable Fronting Percentage for the Australian Facility
multiplied by the Total Australian Dollar Commitment as of such date, as such
fronting commitment may be increased or decreased from time to time pursuant to
this Agreement.

         "AUSTRALIAN DOLLAR OUTSTANDINGS" means, at any date of determination,
that portion of the Australian Facility Outstandings representing the aggregate
principal amount of all Australian Facility Loans outstanding in Australian
Dollars.

         "AUSTRALIAN DOLLARS" or "AUS $" means the lawful currency of Australia.

         "AUSTRALIAN FACILITY" means the facility described in ARTICLE V hereof
providing for Loans to the Australian Facility Borrowers by the Australian
Facility Lenders in the aggregate principal amount of the Total Australian
Facility Commitment.

         "AUSTRALIAN FACILITY ADVANCE" means a borrowing under the Australian
Facility consisting of the aggregate principal amount of an Australian Facility
Base Rate Loan or Offshore Rate Loan, or an Australian Facility Swing Line Loan,
as the case may be.




                                       11
<PAGE>   18

         "AUSTRALIAN FACILITY AGENT" shall have the meaning therefor set forth
in the introduction hereto.

         "AUSTRALIAN FACILITY BASE RATE" means, for any day, the rate per annum
equal to the Australian Bank Bill Swap Reference Rate in effect on such day for
one-day borrowings in Australian Dollars.

         "AUSTRALIAN FACILITY BASE RATE LOAN" means an Australian Facility Loan
for which the rate of interest is determined by reference to the Australian
Facility Base Rate.

         "AUSTRALIAN FACILITY BASE RATE REFUNDING LOAN" means an Australian
Facility Base Rate Loan made to pay the Australian Facility Swing Line Lender in
respect of Australian Facility Swing Line Outstandings.

         "AUSTRALIAN FACILITY BORROWERS" shall have the meaning therefor set
forth in the introduction hereto.

         "AUSTRALIAN FACILITY COMMITMENT" means, with respect to any Lender,
such Lender's Applicable Facility Commitment for the Australian Facility.

         "AUSTRALIAN FACILITY FRONTING COMMITMENT" means, with respect to each
Australian Facility Lender, the obligation of such Lender to make Australian
Facility Loans to the Australian Facility Borrowers and the obligation of such
Lender to purchase Participations in Australian Facility Swing Line Loans on
behalf of all the Lenders up to an aggregate principal amount at any one time
outstanding equal to the product of such Lender's Applicable Fronting Percentage
for the Australian Facility multiplied by the Total Australian Facility
Commitment, as such fronting commitment may be increased or decreased from time
to time pursuant to this Agreement, and shall consist of (but not be equal to
the sum of the aggregate of) such Lender's Australian Dollar Fronting Commitment
and its New Zealand Dollar Fronting Commitment.

         "AUSTRALIAN FACILITY LENDERS" means those Lenders identified in the
introduction hereto with respect to their making Australian Facility Loans on
behalf of all the Lenders (and including the Australian Facility Swing Line
Lender).

         "AUSTRALIAN FACILITY LOANS" means any borrowing pursuant to an
Australian Facility Advance under the Australian Facility in accordance with the
terms of SECTION 5.01 or SECTION 5.13 hereof.

         "AUSTRALIAN FACILITY MAXIMUM AMOUNT" means, with respect to each
Australian Facility Borrower, 95% of the amount by which the fair value of its
assets (determined at the lesser of fair valuation and present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities,
including without limitation Contingent Obligations, as of the Closing Date;
provided, however, that if the calculation of Australian Facility Maximum Amount
in the manner provided above as of the date payment is required of such
Australian Facility Borrower pursuant





                                       12
<PAGE>   19

to ARTICLE V would result in a greater positive number, then the Australian
Facility Maximum Amount shall be such greater positive number.

         "AUSTRALIAN FACILITY NEW ZEALAND DOLLAR TRANCHE" means the facility
described in ARTICLE V hereof providing for Loans funded in New Zealand Dollars
to the Australian Facility Borrowers by the Australian Facility Lenders in an
aggregate principal amount not to exceed the Total New Zealand Dollar
Commitment.

         "AUSTRALIAN FACILITY OUTSTANDINGS" means, at any date of determination,
the Australian Dollar Outstandings, specifically including all Australian
Facility Swing Line Outstandings, plus the New Zealand Dollar Outstandings.

         "AUSTRALIAN FACILITY PRIME RATE" means the per annum rate of interest
established from time to time by the Australian Facility Swing Line Lender as
its prime rate, which rate may not be the lowest rate of interest charged by the
Australian Facility Swing Line Lender to its customers. Any change in the
Australian Facility Prime Rate shall be effective on the date of such change in
the Australian Facility Prime Rate.

         "AUSTRALIAN FACILITY SWING LINE" means the revolving line of credit
established by the Australian Facility Swing Line Lender in favor of the
Australian Facility Borrowers pursuant to SECTION 5.13.

         "AUSTRALIAN FACILITY SWING LINE LENDER" means Bank One, NA, Australia
Branch, in its capacity as lender to the Australian Facility Borrowers pursuant
to SECTION 5.13.

         "AUSTRALIAN FACILITY SWING LINE LOANS" means loans made by the
Australian Facility Swing Line Lender to the Australian Facility Borrowers
pursuant to SECTION 5.13.

         "AUSTRALIAN FACILITY SWING LINE OUTSTANDINGS" means, as of any date of
determination, the aggregate principal Australian Dollar Equivalent Amount of
all Australian Facility Swing Line Loans then outstanding.

         "AUTHORIZED REPRESENTATIVE" means in the case of each of the Company
and the US Facility Borrower, the UK Facility Borrowers, the Canadian Facility
Borrower and the Australian Facility Borrowers, any of those persons listed as
such on SCHEDULE 1.01(A) attached hereto, or any other person expressly
designated by the Board of Directors (or the appropriate committee thereof) of
the Company as an Authorized Representative for purposes of this Agreement, as
set forth from time to time in a certificate in the form attached hereto as
EXHIBIT C.

         "BANK OF AMERICA" means Bank of America, N.A., a national banking
association.

         "BANK GUARANTEE" means (a) a guarantee of payment issued by the
Applicable Bank Guarantee Issuer pursuant to ARTICLE IIIA hereof for the account
of a UK Facility Borrower in favor of a Person advancing credit or securing an
obligation on behalf of such UK Facility Borrower or any of its Subsidiaries and
(b) the Existing Bank Guarantees.




                                       13
<PAGE>   20

         "BANK GUARANTEE CASH ACCOUNT AGREEMENT" means the Bank Guarantee Cash
Account Agreement in substantially the form of EXHIBIT I dated as of the date
hereof between the UK Facility Borrowers and the UK Facility Agent, as amended,
modified or supplemented from time to time.

         "BANK GUARANTEE COMMITMENT" means, with respect to each UK Facility
Lender, the obligation of such UK Facility Lender to acquire Participations in
respect of Bank Guarantees and Reimbursement Obligations up to an aggregate
amount at any one time outstanding equal to such UK Facility Lender's Applicable
Fronting Percentage of the Total Bank Guarantee Commitment as the same may be
increased or decreased from time to time pursuant to this Agreement.

         "BANK GUARANTEE FACILITY" means the facility described in ARTICLE IIIA
hereof providing for the issuance by the Applicable Bank Guarantee Issuer for
the account of a UK Facility Borrower of Bank Guarantees in an aggregate amount
at any time outstanding not to exceed the Total Bank Guarantee Commitment minus
outstanding Reimbursement Obligations arising from Bank Guarantees.

         "BANK GUARANTEE ISSUER" means Bank One, NA, London Branch or Barclays
Bank Plc, as the case may be, as issuer of Bank Guarantees under ARTICLE IIIA
and any successor thereto.

         "BANK GUARANTEE ISSUANCE AGREEMENTS" means, collectively, the
applications for bank guarantee and/or similar documentation the Applicable Bank
Guarantee Issuer shall require from time to time, executed by a UK Facility
Borrower from time to time and delivered to the Applicable Bank Guarantee Issuer
to support the issuance of Bank Guarantees.

         "BANK GUARANTEE OUTSTANDINGS" means, as of any date of determination,
the aggregate Sterling Equivalent Amount of all Bank Guarantees plus the
Sterling Equivalent Amount of all Reimbursement Obligations then outstanding
arising from Bank Guarantees.

         "BANK ONE CANADA" means Bank One Canada, a bank under the Bank Act
(Canada).

         "BASL" shall have the meaning therefor set forth in the introduction
hereto.

         "BOARD" means the Board of Governors of the Federal Reserve System (or
any successor body).

         "BORROWING NOTICE" means the request of the Authorized Representative
of a Borrower to obtain an Advance or to elect a subsequent Interest Period for
or Convert a Loan or Loans of any Type hereunder, as the obtaining of such
Advance, such election or Conversion of such Loan or Loans shall be otherwise
permitted herein. Any Borrowing Notice shall be binding on and irrevocable by a
Borrower and shall be in writing and signed by the Authorized Representative of
such Borrower in the form attached hereto as EXHIBIT D-1 for US Facility Loans,
EXHIBIT D-2 for UK Facility Loans, EXHIBIT D-3 for Canadian Facility Loans,
EXHIBIT D-4 for Australian





                                       14
<PAGE>   21

Facility Loans with EXHIBIT D-5 specifically for Australian Facility Swing Line
Loans, as the case may be.

         "BRITISH POUNDS STERLING" and "GBP" means the lawful currency of the
United Kingdom of Great Britain and Northern Ireland and is subject to SECTION
6.09.

         "BRITISH POUNDS STERLING FRONTING COMMITMENT" means, with respect to
each UK Facility Lender, at any date of determination, the obligation of such
Lender to make UK Facility Loans in British Pounds Sterling to the UK Facility
Borrowers and the obligation of such Lender to purchase Participations in Bank
Guarantees on behalf of all the Lenders up to an aggregate principal amount at
any one time outstanding equal to the product of such Lender's Applicable
Fronting Percentage for the UK Facility multiplied by the Total British Pounds
Sterling Commitment as of such date, as such fronting commitment may be
increased or decreased from time to time pursuant to this Agreement.

         "BRITISH POUNDS STERLING OUTSTANDINGS" means, at any date of
determination, that portion of the UK Facility Outstandings representing the
aggregate principal amount of the sum of all UK Facility Loans outstanding in
British Pounds Sterling and the Bank Guarantee Outstandings.

         "BUSINESS DAY" means (i) with respect to all notices, determinations,
fundings and payments in connection with US Facility Loans or Letters of Credit
or not related to any particular Facility, or with respect to all notices,
determinations, fundings and payments involving the Global Agent, any day
excluding Saturday, Sunday and any day which is a legal holiday under the laws
of the States of New York or Ohio or is a day on which banking institutions
located in either such state are authorized or required by law or other
governmental action to close, (ii) with respect to all notices, determinations,
fundings and payments in connection with UK Facility Loans and all Bank
Guarantees, any day on which banking institutions located in England are
generally open for business, and which is a day on which dealings in the
Applicable Currency are carried on, and with respect to notices, determinations,
fundings and payments in or pertaining to euro, any day on which TARGET
(Trans-European Automated Real-time gross settlement Express Transfer system) or
any successor thereto is scheduled to be open for business; (iii) with respect
to all notices, determinations, fundings and payments in connection with
Canadian Facility Loans, any day, other than a Saturday, Sunday or other day on
which commercial banks in New York City or San Francisco and in Toronto, Canada
are authorized or required by law to close; (iv) with respect to all notices,
determinations, fundings and payments in connection with Australian Facility
Loans, any day, excluding Saturday, Sunday and any day which is a legal holiday
under the laws of the Province of New South Wales, Australia or is a day on
which banking institutions located in such Province are authorized or required
by law or other governmental action to close, which is a day on which dealings
in the Applicable Currency are carried on and on which commercial banks are open
for business in, and on which dealings in Australian Dollars are carried on in,
Hong Kong; and (v) with respect to all notices, determinations, fundings and
payments in connection with any Eurodollar Rate Loan or Offshore Rate Loan, any
day that is a Business Day described above for the applicable Facility and that
is also a day for trading by and between banks in the Applicable Currency in the
applicable interbank Eurodollar Rate market or Offshore Rate market, as
applicable.




                                       15
<PAGE>   22

         "CANADIAN DOLLARS" or "CAN $" means the lawful currency of Canada.

         "CANADIAN FACILITY" means the facility described in ARTICLE IV hereof
providing for Loans to the Canadian Facility Borrower by the Canadian Facility
Lenders in the aggregate principal amount of the Total Canadian Facility
Commitment.

         "CANADIAN FACILITY ADVANCE" means a borrowing under the Canadian
Facility Full Maturity Tranche or the Canadian Facility Renewable Tranche
consisting of the aggregate principal amount of a Canadian Facility Base Rate
Loan or Canadian Facility BA Rate Loan, as the case may be.

         "CANADIAN FACILITY AGENT" shall have the meaning therefor set forth in
the introduction hereto.

         "CANADIAN FACILITY BA RATE" means, for any Interest Period for a
Canadian Facility BA Rate Loan, the rate of interest per annum (rounded upwards,
if necessary, to the next higher 1/100 of 1%) equal to the market bid rate
determined by the Canadian Facility Agent for banker's acceptances (with a tenor
comparable to such Interest Period and in an amount comparable to the Canadian
Facility BA Rate Loan of the Canadian Facility Agent for such Interest Period)
accepted by the Canadian Facility Agent on the first day of such Interest
Period.

         "CANADIAN FACILITY BA RATE LOAN" means a Canadian Facility Loan for
which the rate of interest is determined by reference to the Canadian Facility
Fixed BA Rate.

         "CANADIAN FACILITY BASE RATE" means, for any day, for Canadian Facility
Loans made by Canadian Facilities Lenders, the higher of (i) 0.50% per annum
above the average 30 day bankers' acceptance rate as quoted on Reuters Service
Page CDOR determined at 10:00 A.M. (Toronto, Canada time) on such day and (ii)
that annual rate of interest designated by the Canadian Facility Agent as its
"prime rate" and established and announced by the Canadian Facility Agent from
time to time at its offices in Toronto, Canada as the reference rate for demand
loans in Canadian Dollars made in Canada (the "prime rate" and other rates
referred to above are rates set by the Canadian Facility Agent based upon
various factors including the Canadian Facility Agent's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below
such announced rate). Any change in the reference rate announced by the Canadian
Facility Agent shall take effect at the opening of business on the day specified
in the public announcement of such change.

         "CANADIAN FACILITY BASE RATE LOAN" means a Canadian Facility Loan for
which the rate of interest is determined by reference to the Canadian Facility
Base Rate.

         "CANADIAN FACILITY BORROWER" shall have the meaning therefor set forth
in the introduction hereto.




                                       16
<PAGE>   23

         "CANADIAN FACILITY COMMITMENT" means, with respect to any Lender, such
Lender's Applicable Facility Commitment for the Canadian Facility.

         "CANADIAN FACILITY FIXED BA RATE" means, for any Interest Period for
any Canadian Facility BA Rate Loan, the rate of interest per annum equal to the
sum of the BA Rate for such Loan plus the Applicable Margin.

         "CANADIAN FACILITY FRONTING COMMITMENT" means, with respect to each
Canadian Facility Lender, the sum of its Canadian Facility Renewable Tranche
Fronting Commitment and its Canadian Facility Full Maturity Tranche Fronting
Commitment.

         "CANADIAN FACILITY FULL MATURITY TRANCHE" means the facility described
in ARTICLE IV hereof providing for Canadian Facility Loans to the Canadian
Facility Borrower by the Canadian Facility Lenders from the Closing Date until
the Total Facility Termination Date in the aggregate principal amount of the
Canadian Facility Full Maturity Tranche Commitment.

         "CANADIAN FACILITY FULL MATURITY TRANCHE COMMITMENT" means that portion
of the Total Canadian Facility Commitment providing for Canadian Facility Loans
to the Canadian Facility Borrower by the Canadian Facility Lenders in the
aggregate principal amount equal to CAN $52, 500,000.

         "CANADIAN FACILITY FULL MATURITY TRANCHE OUTSTANDINGS" means, at any
date of determination, that portion of the Canadian Facility Outstandings
representing the aggregate principal amount of all Canadian Facility Loans
outstanding under the Canadian Facility Full Maturity Tranche.

         "CANADIAN FACILITY FULL MATURITY TRANCHE FRONTING COMMITMENT" means,
with respect to each Canadian Facility Lender, the obligation of such Lender to
make or Continue Canadian Facility Loans to the Canadian Facility Borrower on
behalf of all the Lenders up to an aggregate principal amount at any one time
outstanding equal to the product of such Lender's Applicable Fronting Commitment
for the Canadian Facility multiplied by the Canadian Facility Full Maturity
Tranche Commitment, as such fronting commitment may be increased or decreased
from time to time pursuant to this Agreement.

         "CANADIAN FACILITY LENDERS" means those Lenders identified in the
introduction hereto with respect to their making Canadian Facility Loans on
behalf of all the Lenders.

         "CANADIAN FACILITY LOANS" means any borrowing pursuant to a Canadian
Facility Advance under the Canadian Facility in accordance with the terms of
SECTION 4.01 or 4.13.

         "CANADIAN FACILITY OUTSTANDINGS" means, at any date of determination,
the aggregate principal amount of all Canadian Facility Loans then outstanding.

         "CANADIAN FACILITY RENEWABLE TRANCHE" means the facility described in
ARTICLE IV hereof providing for Canadian Facility Loans to the Canadian Facility
Borrower by the Canadian Facility Lenders from the Closing Date until the
Canadian Facility Renewable Tranche





                                       17
<PAGE>   24

Termination Date in the aggregate principal amount of the Canadian Facility
Renewable Tranche Commitment.

         "CANADIAN FACILITY RENEWABLE TRANCHE COMMITMENT" means that portion of
the Total Canadian Facility Commitment providing for Canadian Facility Loans to
the Canadian Facility Borrower by the Canadian Facility Lenders in the aggregate
principal amount equal to (i) as of the Closing Date, CAN $52,500,000, and (ii)
as of any subsequent date of determination thereof, such amount set forth in (i)
above as the same may be reduced from time to time pursuant to SECTION 4.12
hereof.

         "CANADIAN FACILITY RENEWABLE TRANCHE EXTENSION DATE" means August 2,
2001 and each date thereafter to which the Canadian Facility Renewable Tranche
Termination Date has been extended, if any, pursuant to SECTION 4.12 hereof, but
in no event later than the Total Facility Termination Date.

         "CANADIAN FACILITY RENEWABLE TRANCHE FRONTING COMMITMENT" means, with
respect to each Canadian Facility Lender, the obligation of such Lender to make
or Continue Canadian Facility Loans to the Canadian Facility Borrower on behalf
of all the Lenders up to an aggregate principal amount at any one time
outstanding equal to the product of such Lender's Applicable Fronting Commitment
for the Canadian Facility multiplied by the Canadian Facility Renewable Tranche
Commitment, as such fronting commitment may be increased or decreased from time
to time pursuant to this Agreement.

         "CANADIAN FACILITY RENEWABLE TRANCHE OUTSTANDINGS" means, at any date
of determination, that portion of the Canadian Facility Outstandings
representing the aggregate principal amount of all Canadian Facility Loans
outstanding under the Canadian Facility Renewable Tranche.

         "CANADIAN FACILITY RENEWABLE TRANCHE TERMINATION DATE" means the
earlier of (i) August 2, 2001, or such later date as the Canadian Facility
Borrower and the Lenders shall agree in writing pursuant to SECTION 4.12 hereof,
or (ii) the Total Facility Termination Date.

         "CANADIAN FACILITY TERM LOAN" shall have the meaning therefor-set forth
in SECTION 4.13.

         "CANADIAN FACILITY TERM LOAN FACILITY" means the facility described in
SECTION 4.13 hereof providing for the conversion of Canadian Facility Renewable
Tranche Outstandings on each Canadian Facility Renewable Tranche Extension Date
to Canadian Facility Term Loans.

         "CANADIAN FACILITY TERM LOAN OUTSTANDINGS" means, at any date of
determination, that portion of the Canadian Facility Outstandings representing
the aggregate principal amount of all Canadian Facility Loans outstanding under
the Canadian Term Loan Facility.

         "CANADIAN FACILITY TERM LOAN TERMINATION DATE" means the earlier to
occur of (i) August 3, 2003 and (ii) the Total Facility Termination Date.




                                       18
<PAGE>   25

         "CANADIAN OVERNIGHT RATE" means the rate of interest per annum
determined by the Canadian Facility Agent at its head office in Toronto, Canada
from time to time at which overnight deposits in Canadian Dollars, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by the Canadian Facility Agent to
major banks in the Canadian interbank market. The Canadian Overnight Rate for
any day which is not a Business Day shall be the Canadian Overnight Rate for the
preceding Business Day.

         "CAPITAL LEASES" means all leases which have been or should be
capitalized in accordance with Generally Accepted Accounting Principles as in
effect from time to time including Statement No. 13 of the Financial Accounting
Standards Board and any successor thereof.

         "CHANGE OF CONTROL" means, at any time:

         (A)      with respect to the Company:

                           (i) any "person" or "group" (each as used in Sections
                  13(d)(3) and 14(d)(2) of the Exchange Act) either (A) becomes
                  the "beneficial owner" (as defined in Rule 13d-3 of the
                  Exchange Act), directly or indirectly, of Voting Stock of the
                  Company (or securities convertible into or exchangeable for
                  such Voting Stock) representing 20% or more of the combined
                  voting power of all Voting Stock of the Company (on a fully
                  diluted basis) or (B) otherwise has the ability, directly or
                  indirectly, to elect a majority of the board of directors of
                  the Company; or

                           (ii) during any period of up to 24 consecutive
                  months, commencing on the Closing Date, individuals who at the
                  beginning of such 24-month period were directors of the
                  Company shall cease for any reason (other than the death,
                  disability or retirement) to constitute a majority of the
                  board of directors of the Company; and

                  (B) with respect to any Borrower other than the Company, such
                  Borrower ceases for any reason to be a wholly owned
                  Subsidiary of the Company.


         "CLOSING DATE" means the date as of which this Agreement is executed by
the Borrowers, the Lenders and the Agents and on which the conditions set forth
in SECTION 7.01 hereof have been satisfied.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.

         "COMMITMENT" means, for any Lender, any of the Australian Facility
Commitment, Canadian Facility Commitment, UK Facility Commitment, the Bank
Guarantee Commitment, US Facility Commitment and the Letter of Credit
Commitment, as applicable.

         "COMPANY" shall have the meaning therefor set forth in the introduction
hereto.




                                       19
<PAGE>   26

         "CONSISTENT BASIS" in reference to the application of Generally
Accepted Accounting Principles means the accounting principles observed in the
period referred to are comparable in all material respects to those applied in
the preparation of the audited financial statements of the Company referred to
in SECTION 8.02(B)(I) hereof.

         "CONSOLIDATED EBIT" means, with respect to the Company and its
Subsidiaries for the Four-Quarter Period ended on or immediately preceding the
date of computation thereof, the sum of, without duplication, (i) Consolidated
Net Income during such period, plus (ii) for any Four-Quarter Period that
includes the first fiscal quarter of Fiscal Year 2001, $21,100,000 related to
the change in accounting treatment for seasonal sales, plus (iii) for any
Four-Quarter Period that includes the fourth fiscal quarter of Fiscal Year 2001,
$32,600,000 related to the write-down of the Company's investment in Egreetings
Network, Inc., plus (iv) to the extent any of the following reduce Consolidated
Net Income during any Four-Quarter Period that includes the fiscal quarter such
charges are recorded, the following pre-tax charges if they are recorded prior
to the end of the Fiscal Year 2002: (a) up to $18,000,000 related to changes in
contractual relationships with strategic partners of the Company's internet
business, (b) up to $75,000,000 related to the implementation of scan-based
trading at select retailers, and (c) up to $210,000,000 related to corporate
restructuring charges; plus (v) Consolidated Interest Expense during such
period, plus (vi) taxes paid on income during such period, all determined on a
consolidated basis in accordance with Generally Accepted Accounting Principles
applied on a Consistent Basis.

         "CONSOLIDATED FUNDED INDEBTEDNESS" means all Indebtedness for Money
Borrowed of the Company and its Subsidiaries, all determined on a consolidated
basis in accordance with Generally Accepted Accounting Principles applied on a
Consistent Basis.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any period of
computation thereof, the gross interest expense of the Company and its
Subsidiaries, including without limitation (i) the amortization of debt
discounts, (ii) the amortization of all reserves and fees payable in connection
with the incurrence of Indebtedness to the extent included in interest expense,
(iii) the portion of any liabilities incurred in connection with Capital Leases
allocable to interest expense, and (iv) the portion of financing expenses
incurred in connection with Permitted Asset Securitizations allocable to
interest expense, all determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a Consistent Basis.

         "CONSOLIDATED NET INCOME" means, with respect to any period of
computation thereof, the gross revenues of the Company and its Subsidiaries less
all operating and non-operating expenses thereof including taxes on income, all
determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis; but excluding as revenue:
(i) gains on the sale, conversion or other disposition of capital assets, (ii)
gains on the acquisition, retirement, sale or other disposition of capital stock
and other securities of the Company or any Subsidiary, (iii) gains on the
collection of proceeds of life insurance policies, (iv) any write-up of any
asset, and (v) any other gain or credit of an extraordinary nature as determined
on a consolidated basis in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis.



                                       20
<PAGE>   27

         "CONSOLIDATED SHAREHOLDERS' EQUITY" means, at any time as of which the
amount thereof is to be determined, the sum of the following in respect of the
Company and its Subsidiaries (determined on a consolidated basis and excluding
intercompany items among the Company and its Subsidiaries and any upward
adjustment after the Closing Date due to revaluation of assets): (i) the amount
of issued and outstanding share capital, plus (ii) the amount of additional
paid-in capital and retained income (or, in the case of a deficit, minus the
amount of such deficit), plus (iii) the amount of any foreign currency
translation adjustment (if positive, or, if negative, minus the amount of such
translation adjustment) minus (iv) the absolute value of any treasury stock, all
determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

         "CONSOLIDATED TOTAL ASSETS" means, as of any date on which the amount
thereof is to be determined, the net book value of all assets of the Company and
its Subsidiaries as determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a Consistent Basis.

         "CONSOLIDATED TOTAL CAPITALIZATION" means the sum of Consolidated
Shareholders' Equity and Consolidated Funded Indebtedness.

"CONTINGENT OBLIGATION" of any Person means all contingent liabilities required
(or which, upon the creation or incurring thereof, would be required) to be
included in the consolidated financial statements (including footnotes) of such
Person in accordance with Generally Accepted Accounting Principles applied on a
Consistent Basis, including Statement No. 5 of the Financial Accounting
Standards Board, and any obligation of such Person guaranteeing or in effect
guaranteeing any Indebtedness, dividend or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, including
obligations of such Person however incurred:

                  (1) to purchase such Indebtedness or other obligation or any
         property or assets constituting security therefor;

                  (2) to advance or supply funds in any manner (i) for the
         purchase or payment of such Indebtedness or other obligation, or (ii)
         to maintain a minimum working capital, net worth or other balance sheet
         condition or any income statement condition of the primary obligor;

                  (3) to grant or convey any lien, security interest, pledge,
         charge or other encumbrance on any property or assets of such Person to
         secure payment of such Indebtedness or other obligation;

                  (4) to lease property or to purchase securities or other
         property or services primarily for the purpose of assuring the owner or
         holder of such Indebtedness or obligation of the ability of the primary
         obligor to make payment of such Indebtedness or other obligation; or




                                       21
<PAGE>   28

                  (5) otherwise to assure the owner of the Indebtedness or such
         obligation of the primary obligor against loss in respect thereof.

With respect to Contingent Obligations (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can reasonably be expected to become an actual or
matured liability.

         "CONTINUE", "CONTINUATION", "CONTINUANCE" and "CONTINUED" shall refer
to the continuation pursuant to SECTIONS 2.08, 3.08, 4.08 or 5.08 hereof of a
Fixed Rate Loan from one Interest Period to the next Interest Period.

         "CONVERT", "CONVERSION" and "CONVERTED" shall refer to a conversion
pursuant to SECTIONS 2.08, 3.08, 4.08 or 5.08 or ARTICLE VI of one Type of Loan
into another Type of Loan.

         "CREDIT EXPOSURE" means, with respect to any Lender, the aggregate
principal amount of all outstanding Loans, Letters of Credit, Bank Guarantees
and Reimbursement Obligations under the Total Facilities owing to or issued by
such Lender, to the extent no other Lender has funded and paid for a
Participation in such Loans, Letters of Credit, Bank Guarantees or Reimbursement
Obligations, plus all Participations funded and paid for by such Lender in all
other Loans, Letters of Credit, Bank Guarantees and Reimbursement Obligations
under the Total Facilities, and "Aggregate Credit Exposure" means the sum of all
Credit Exposures of all Lenders in the Total Facilities.

         "DEBT OFFERING" means the incurrence of any Indebtedness for Money
Borrowed permitted hereunder in connection with a public offering or private
placement of debt securities of the Company or any Subsidiary (other than debt
securities issued to the Company) or otherwise.

         "DEBT RATING" shall have the meaning therefor set forth in the
definition of "Applicable Margin."

         "DEBT RATING DATE" shall have the meaning therefor set forth in the
definition of "Applicable Margin."

         "DEFAULT" means any event or condition which, with the giving or
receipt of notice or lapse of time or both, would constitute an Event of Default
hereunder.

         "DEFAULT RATE" means (i) with respect to each Eurodollar Rate Loan,
each Offshore Rate Loan and each Canadian Facility BA Rate Loan, until the end
of the Interest Period applicable thereto, a rate of two percent (2%) above the
Eurodollar Rate, Offshore Rate or Canadian Facility Fixed BA Rate applicable to
such Loan, and thereafter at a rate of interest per annum which shall be two
percent (2%) above (A) in the case of US Facility Loans, Canadian Facility Loans
or Australian Facility Loans, the Applicable Base Rate, and (B) in the case of
UK Facility Loans, the Offshore Rate determined based on successive Interest
Periods of one (1) month each;




                                       22
<PAGE>   29

and (ii) with respect to each Applicable Base Rate Loan and Reimbursement
Obligation, at a rate of interest per annum which shall be two percent (2%)
above the Applicable Base Rate.

         "ELIGIBLE ASSIGNEE" with respect to a specific Facility means (i) a
Lender currently in such Facility; (ii) any other Lender, or an affiliate of any
Lender, which, through its Applicable Lending Office, is capable of lending the
Applicable Currency to the Applicable Borrowers without the imposition of any
withholding or similar taxes; and (iii) any other Person which has and maintains
an Investment Grade Rating and which, through its Applicable Lending Office, is
capable of lending the Applicable Currency to the Applicable Borrowers without
the imposition of any withholding or similar taxes and which is approved by the
Applicable Facility Agent, the Global Agent, with respect to the US Facility,
the Issuing Bank, with respect to the Australian Facility, the Australian
Facility Swing Line Lender, and with respect to the Bank Guarantee Facility, the
Bank Guarantee Issuers, and, unless an Event of Default has occurred and is
continuing at the time any assignment is effected in accordance with SECTION
13.01, the Company, such approval not to be unreasonably withheld or delayed by
the Company, the Applicable Facility Agent, the Global Agent, the Issuing Bank,
the Australian Facility Swing Line Lender or the Bank Guarantee Issuers and such
approval to be deemed given by the Company if no objection is received by the
assigning Lender, the Applicable Facility Agent, the Global Agent, the Issuing
Bank, the Australian Facility Swing Line Lender or the Bank Guarantee Issuers
from the Company within two (2) Business Days after notice of such proposed
assignment has been provided by the assigning Lender to the Company; provided,
however, that neither the Company nor an affiliate of the Company shall qualify
as an Eligible Assignee; provided further, however, that the Company may
withhold approval hereunder in its sole discretion if such assignment would give
rise to the payment of any additional costs under ARTICLE VI.

         "EMPLOYEE BENEFIT PLAN" means (i) any employee benefit plan, including
any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is
maintained for employees of the Company, any of its ERISA Affiliates or any
Subsidiary, (B) is assumed by the Company, any of its ERISA Affiliates or any
Subsidiary, in connection with any acquisition of another Person or (C) has at
any time been maintained for the employees of the Company, or any current or
former ERISA Affiliate or any Subsidiary, or (ii) any plan, arrangement,
understanding or scheme maintained by the Company or any Subsidiary that
provides retirement, deferred compensation, employee or retiree medical or life
insurance, severance benefits or any other benefit covering any employee or
former employee and which is administered under any Foreign Benefit Law or
regulated by any Governmental Authority other than the United States of America.

         "EMU LEGISLATION" means (a) a Treaty on European Union (the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came
into force on November 1, 1993)), and (b) legislative measures of the European
Council (including without limitation European Council regulations) for the
introduction of, changeover to or operation of the euro, in each case as amended
or supplemented from time to time.

         "ENVIRONMENTAL LAWS" means, collectively, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Superfund Amendments and




                                       23
<PAGE>   30

Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the
Toxic Substances Control Act, as amended, the Clean Air Act, as amended, the
Clean Water Act, as amended, any other "Superfund" or "Superlien" law or any
other federal or applicable state, local or foreign statute, law, ordinance,
code, rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning, any hazardous, toxic or dangerous
waste, substance or material, as now or at any time hereafter in effect.

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

         "ERISA AFFILIATE", as applied to the Company, means any Person or trade
or business which is a member of a group which is under common control with the
Company, who, together with the Company, is treated as a single employer within
the meaning of Section 414(b), (c), (m) or (o) of the Code.

               "EURO" means the single official non-legacy currency denominated
as the euro and constituting legal tender for the payment of public and private
debts in the Participating Member States.

         "EURODOLLAR RATE" means, for the Interest Period for any Eurodollar
Rate Loan, the rate of interest per annum determined pursuant to the following
formula:

          Eurodollar  =      Applicable Reference Rate            +  Applicable
              Rate       --------------------------------------        Margin
                         1 - Applicable Reserve Requirement


         "EURODOLLAR RATE LOAN" means a US Facility Loan for which the rate of
interest is determined by reference to the Eurodollar Rate.

         "EURO EQUIVALENT AMOUNT" means, with respect to a specified amount of
British Pounds Sterling, the amount of euro into which such amount of British
Pounds Sterling would be converted, based on the applicable Spot Rate of
Exchange.

         "EURO OUTSTANDINGS" means, at any date of determination, that portion
of the UK Facility Outstandings representing the Sterling Equivalent Amount of
the aggregate principal amount of all UK Facility Loans outstanding in euro
under the UK Facility Alternative Currency Tranche.

         "EVENT OF DEFAULT" means any of the occurrences set forth as such in
SECTION 11.01 hereof and the expiration of any applicable notice or cure period.

         "EXISTING BANK GUARANTEES" means the bank guarantees described on
SCHEDULE 1.01(c).

         "EXISTING LETTERS OF CREDIT" means the letters of credit described on
SCHEDULE 1.01(b).




                                       24
<PAGE>   31

         "FACILITY" means any of the US Facility, UK Facility, Canadian Facility
and Australian Facility, as the context may require.

         "FACILITY CREDIT EXPOSURE" means, with respect to any Lender and any
Facility, the aggregate principal amount of all outstanding Loans, Letters of
Credit, Bank Guarantees and Reimbursement Obligations under such Facility owing
to or issued by such Lender, to the extent no other Lender has funded and paid
for a Participation in such Loans, Letters of Credit, Bank Guarantees or
Reimbursement Obligations, plus all Participations funded and paid for by such
Lender in all other Loans, Letters of Credit, Bank Guarantees` and Reimbursement
Obligations under such Facility, and "Aggregate Facility Credit Exposure" means
the sum of all Facility Credit Exposures of all Lenders in a specific Facility.

         "FACILITY FEE" means that fee set forth in SECTIONS 2.09, 3.09, 4.09
and 5.09, respectively, payable in US Dollars for each separate Facility.

         "FACILITY PARTICIPATION AMOUNT" means, with respect to a Lender and a
specific Facility, that amount of Participations of such Lender in such Facility
as defined in SECTIONS 2.14, 3.13, 4.14 and 5.14, respectively.

         "FACILITY PARTICIPATION PAYMENT DATE" shall have the meaning therefor
set forth in SECTION 11.07.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to the Applicable Facility Agent (in its individual
capacity) on such day on such transactions as determined by the Applicable
Facility Agent.

         "FISCAL YEAR" means the 12 month period of the Company commencing on
March 1 of each calendar year and ending on the last day of February of the
immediately following calendar year.

         "FIXED RATE LOAN" means any or all, as the context may require, of
Eurodollar Rate Loans, Offshore Rate Loans and Canadian Facility BA Rate Loans.

         "FLOATING RATE LOAN" means any one or more, as the context may require,
of US Facility Base Rate Loans, Canadian Facility Base Rate Loans, UK Facility
Base Rate Loans, Australian Facility Base Rate Loans and Australian Facility
Prime Rate Loans.

         "FOREIGN BENEFIT LAW" means any applicable statute, law, ordinance,
code, rule, regulation, order or decree of any foreign nation or any province,
state, territory, protectorate or





                                       25
<PAGE>   32

other political subdivision thereof regulating, relating to, or imposing
liability or standards of conduct concerning any pension, retirement, health
care, death, disability or other employee benefit plan.

         "FOUR-QUARTER PERIOD" means a period of four full consecutive fiscal
quarters of the Company and its Subsidiaries, taken together as one accounting
period.

         "FRENCH FRANCS" means the official legacy currency of the Republic of
France and is subject to SECTION 6.09.

         "FRENCH FRANC EQUIVALENT AMOUNT" means, with respect to a specified
amount of British Pounds Sterling, the amount of French Francs into which such
amount of British Pounds Sterling would be converted, based on the applicable
Spot Rate of Exchange.

         "FRENCH FRANC OUTSTANDINGS" means, at any date of determination, that
portion of the UK Facility Outstandings representing the Sterling Equivalent
Amount of the aggregate principal amount of all UK Facility Loans outstanding in
French Francs under the UK Facility Alternative Currency Tranche.

         "FUNDING BANK" means, (a) with respect to the UK Facility, (i) any
banking institution located within France that is approved by the UK Facility
Agent and is capable of making UK Facility Advances in French Francs to the UK
Facility Borrowers, or (ii) any banking institution located within France that
is approved by the UK Facility Agent and is capable of making UK Facility
Advances in euro to the UK Facility Borrowers, and (b) with respect to the
Letter of Credit Facility, any banking institution (which may include any
Lender) approved by the Issuing Bank located in the country whose currency has
been approved as a Letter of Credit Currency.

         "FURTHER TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(including, without limitation, net income taxes and franchise taxes), and all
liabilities with respect thereto, imposed by any jurisdiction on account of
amounts payable or paid pursuant to SECTION 6.06.

         "GAAP" or "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means those
generally accepted principles of accounting set forth in pronouncements of the
Financial Accounting Standards Board, the Accounting Principles Board or the
American Institute of Certified Public Accountants or which have other
substantial authoritative support and are applicable in the circumstances as of
the date of a report, as such principles are from time to time supplemented and
amended, subject to compliance at all times with SECTION 1.02 hereof.

         "GLOBAL AGENT" shall have the meaning therefor set forth in the
introduction hereto.

         "GLOBAL CO-SYNDICATION AGENT" shall have the meaning therefor set forth
in the introduction hereto.

         "GOVERNMENTAL AUTHORITY" means any federal, state, municipal, national
or other governmental department, commission, board, bureau, court, agency or
instrumentality or





                                       26
<PAGE>   33

political subdivision thereof or any entity or officer exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to any government or any court, in each case whether associated with a state of
the United States, the United States, or a foreign entity or government.

         "GUARANTOR" means the Company in its capacity as a party to the
Guaranty.

         "GUARANTY" means the unconditional Second Amended and Restated Guaranty
Agreement in favor of the Lenders in substantially the form attached hereto as
EXHIBIT E delivered to the Global Agent in accordance with ARTICLE VII hereof
pursuant to which the Guarantor guarantees the payment and performance of all
Obligations to the Lenders as more specifically set forth in such Guaranty.

         "HAZARDOUS MATERIAL" means and includes any hazardous, toxic or
dangerous waste, substance or material, the generation, handling, storage,
disposal, treatment or emission of which is subject to any Environmental Law in
effect on any date.

         "HEDGING OBLIGATIONS" means any and all obligations of the Company and
its Subsidiaries, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts, warrants and those commonly known as
interest rate "swap" agreements; and (b) any and all cancellations, buybacks,
reversals, terminations or assignments of any of the foregoing.

         "HONG KONG DOLLARS" or "HK $" means the lawful currency of Hong Kong.

         "INDEBTEDNESS" means, with respect to any Person, all Indebtedness for
Money Borrowed of such Person, all indebtedness of such Person for the
acquisition of property, including the deferred purchase price of such property,
other than purchases of products and merchandise in the ordinary course of
business so long as payment therefor is due within one year, indebtedness
secured by any Lien on the property of such Person whether or not such
indebted-ness is assumed, all liability of such Person by way of endorsements
(other than for collection or deposit in the ordinary course of business); all
Contingent Obligations of such Person, including the undrawn face amount of, and
unpaid reimbursement obligations in respect of, all letters of credit issued for
the account of such Person, obligations occurring under acceptance facilities
and Hedging Obligations; all Capital Leases of such Person, and other items
which in accordance with Generally Accepted Accounting Principles are classified
as liabilities on a balance sheet; provided that in no event shall the term
Indebtedness include capital stock, surplus and retained earnings, minority
interest in the common stock of Subsidiaries, lease obligations (other than
pursuant to Capital Leases), reserves for deferred income taxes and investment
credits, other deferred credits and reserves, and deferred compensation
obligations.



                                       27
<PAGE>   34

         "INDEBTEDNESS FOR MONEY BORROWED" means, for any Person, (i) all
indebtedness, obligations and liabilities of such Person for money borrowed
which are evidenced by bonds, debentures, notes or other similar instruments,
(ii) all Capital Leases which have been capitalized in accordance with Generally
Accepted Accounting Principles and (iii) all amounts funded (as payment of a
purchase price or otherwise) to the Company or any Subsidiary under Permitted
Asset Securitizations; provided, however, the term "Indebtedness for Money
Borrowed" shall specifically exclude payroll indebtedness and trade indebtedness
incurred in the ordinary course of business (including trade indebtedness
through financial intermediaries) provided such trade indebtedness has a
maturity of less than one year.

         "INTEREST PERIOD" for each Fixed Rate Loan means a period commencing on
the date such Fixed Rate Loan is made, Continued or Converted and each
subsequent period commencing on the last day of the immediately preceding
Interest Period for such Fixed Rate Loan and ending, at the Applicable
Borrower's option, for any Fixed Rate Loan, on the date one, two, three or six
months thereafter as notified to the Applicable Facility Agent in compliance
with the provisions of such Facility as set forth in ARTICLES II, III, IV and V,
respectively, by an Authorized Representative of such Borrower prior to the
beginning of such Interest Period; provided, that,

                  (i) if the Authorized Representative of such Borrower fails to
         notify the Applicable Facility Agent of the length of an Interest
         Period in compliance with the provisions of such Facility as set forth
         in Article II, ARTICLE III, ARTICLE IV or ARTICLE V, respectively, the
         Fixed Rate Loan for which such Interest Period was to be determined
         shall be deemed to be (A) in the case of a US Facility Loan, Canadian
         Facility Loan or Australian Facility Loan, an Applicable Base Rate Loan
         or (B) in the case of a UK Facility Loan, an Offshore Rate Loan with an
         Interest Period of one month, in each case as of the first day thereof;

                  (ii) if an Interest Period would end on a day which is not a
         Business Day, such Interest Period shall be extended to the next
         Business Day (unless such extension would cause the applicable Interest
         Period to end in the succeeding calendar month, in which case such
         Interest Period shall end on the next preceding Business Day);

                  (iii) there shall not be more than (A) ten (10) Interest
         Periods in effect on any day in respect of US Facility Loans, (B) ten
         (10) Interest Periods in effect on any day in respect of UK Facility
         Loans, (C) ten (10) Interest Periods in effect on any Canadian Facility
         Loans and (D) four (4) Interest Periods in effect on any day in respect
         of Australian Facility Loans;

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

                  (v) no Interest Period shall extend past the Total Facility
         Termination Date, the US Facility Revolving Credit Termination Date
         (for US Facility Loans under the US





                                       28
<PAGE>   35

         Facility Revolving Credit Facility) or the Canadian Facility Renewable
         Tranche Termination Date (for Canadian Facility Loans under the
         Canadian Facility Renewable Tranche).

         "INVESTMENT GRADE RATING" means a rating of BBB or higher from S&P and
a rating of Baa2 or higher from Moody's.

         "ISSUING BANK" means Bank of America as issuer of Letters of Credit
under ARTICLE IIA and any successor thereto.

         "LC ACCOUNT AGREEMENT" means the LC Account Agreement in substantially
the form attached hereto as EXHIBIT F dated as of the date hereof between the US
Facility Borrower and the US Facility Agent, as amended, modified or
supplemented from time to time.

         "LENDER AFFILIATE" means (i) with respect to the Total Facilities, an
affiliate or agent of any Lender, which affiliate or agent is currently in the
business of, and capable of, performing the duties of the Global Agent and which
is approved to be a successor Global Agent by the Required Lenders under the
Total Facilities, the Facility Agents and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with SECTION 13.01, the Company, such approval not to be unreasonably withheld
or delayed by the Company, the Required Lenders under the Total Facilities and
the Facility Agents and such approval to be deemed given by the Company if no
objection is received by the Required Lenders under the Total Facilities from
the Company within two (2) Business Days after request for approval of the
Lender Affiliate as successor Global Agent has been provided by the Required
Lenders under the Total Facilities to the Company and (ii) with respect to a
specific Facility, an affiliate or agent of any Lender currently in such
Facility, which affiliate or agent is currently in the business of, and capable
of, performing the duties of the Applicable Facility Agent and which is approved
to be a successor Applicable Facility Agent by the Global Agent, the Required
Lenders under the Applicable Facility and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with SECTION 13.01, the Company, such approval not to be unreasonably withheld
or delayed by the Company, the Required Lenders under the Applicable Facility or
the Global Agent and such approval to be deemed given by the Company if no
objection is received by the Global Agent from the Company within two (2)
Business Days after request for approval of the Lender Affiliate as a successor
Applicable Facility Agent has been provided by the Global Agent to the Company;
provided, however, that neither the Company nor an affiliate of the Company
shall qualify as a Lender Affiliate.

         "LENDERS" shall have the meaning therefor set forth in the introduction
hereto.

         "LETTER OF CREDIT" means (a) a standby or commercial letter of credit
issued by the Issuing Bank pursuant to ARTICLE IIA hereof for the account of the
US Facility Borrower in favor of a Person advancing credit or securing an
obligation on behalf of the US Facility Borrower or any of its Subsidiaries and
(b) the Existing Letters of Credit.

         "LETTER OF CREDIT COMMITMENT" means, with respect to each US Facility
Lender, the obligation of such US Facility Lender to acquire Participations in
respect of Letters of Credit and





                                       29
<PAGE>   36

Reimbursement Obligations up to an aggregate amount at any one time outstanding
equal to such US Facility Lender's Applicable Fronting Percentage of the Total
Letter of Credit Commitment as the same may be increased or decreased from time
to time pursuant to this Agreement.

         "LETTER OF CREDIT CURRENCY" means Australian Dollars, US Dollars, Hong
Kong Dollars, Singapore Dollars, British Pounds Sterling and any other freely
available currency notified to the US Facility Agent and Issuing Bank upon not
less than ten (10) Business Days' prior written notice that in the opinion of
the Required Lenders, in their sole discretion, is at such time freely traded in
the offshore interbank foreign exchange markets and is freely transferable and
convertible into US Dollars in the United States currency market.

         "LETTER OF CREDIT FACILITY" means the facility described in ARTICLE IIA
hereof providing for the issuance by the Issuing Bank for the account of the US
Facility Borrower of Letters of Credit in an aggregate stated amount at any time
outstanding not exceeding the Total Letter of Credit Commitment minus
outstanding Reimbursement Obligations arising from Letters of Credit.

         "LETTER OF CREDIT OUTSTANDINGS" means, as of any date of determination,
the aggregate US Dollar Equivalent Amount available to be drawn under all
Letters of Credit plus the US Dollar Equivalent Amount of Reimbursement
Obligations then outstanding.

         "LIBOR" means, for any date of determination with respect to any
Interest Period for an Offshore Rate Loan made under the UK Facility, (i) the
rate per annum equal to the rate determined by the UK Facility Agent to be the
offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page number 3740 or 3750) for deposits (for delivery on the
first day of such period) with a term equivalent to such period in the
Applicable Currency, determined as of approximately 11:00 A.M. (London, England
time) on such date of determination, or (ii) in the event the rate referenced in
the preceding clause (i) does not appear on such page or service or if such page
or service shall cease to be available, the rate per annum equal to the rate
determined by the UK Facility Agent to be the offered rate on such other page or
other service which displays an average British Bankers Association Interest
Settlement Rate for deposits (for delivery on the first day of such period) with
a term equivalent to such period in the Applicable Currency, determined as of
approximately 11:00 A.M. (London, England time) on such date of determination,
or (iii) in the event the rates referenced in the preceding clauses (i) and (ii)
are not available, the rate per annum equal to the offered quotation rate to
first class banks in the London interbank market by Bank of America, N.A. for
deposits (for delivery on the first day of the relevant period) in the
Applicable Currency of amounts in Same Day Funds comparable to the principal
amount of the UK Facility Loan of such UK Facility Agent for which LIBOR is then
being determined with maturities comparable to such period as of approximately
11:00 A.M. (London, England time) on such date of determination.

         "LIEN" means any interest in property securing any obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the lien or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease,
consignment or bailment for security purposes.




                                       30
<PAGE>   37

         "LOAN" or "LOANS" means any of the Fixed Rate Loans or Floating Rate
Loans, as the context may require.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Guaranty, the LC
Account Agreement, the Bank Guarantee Cash Account Agreement and all other
instruments and documents heretofore or hereafter executed or delivered to and
in favor of any Lenders or any Agents or the Issuing Bank or the Bank Guarantee
Issuer in connection with the Loans made, and Letters of Credit and Bank
Guarantees issued, under this Agreement, as the same may be amended, modified or
supplemented from time to time.

         "LOAN PARTIES" means, collectively, each Borrower and the Guarantor.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries on a consolidated basis or (ii) the ability of
any of the Loan Parties to perform their obligations and pay all amounts due
hereunder or (iii) the ability of any Agent or any Lender to enforce any of
their rights or to collect any of the Outstandings then due and payable.

         "MOODY'S" means Moody's Investors Services, Inc.

         "MULTIEMPLOYER PLAN" means an employee pension benefit plan covered by
Title IV of ERISA and in respect of which the Company or any Subsidiary is an
"employer" as described in Section 4001(b) of ERISA, which is also a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

         "NATIONAL CITY BANK" means National City Bank, a national banking
association.

         "NET PROCEEDS" (a) from any Debt Offering means cash payments received
by the Company or any Subsidiary therefrom as and when received, net of (i) all
legal, accounting, banking and underwriting fees and expenses, commissions,
discounts and other issuance expenses incurred in connection therewith and (ii)
all taxes required to be paid or accrued as a consequence of such issuance; and
(b) from any Asset Disposition or Permitted Asset Securitization means cash
payments received by the Company or any Subsidiary therefrom (including any cash
payments received pursuant to any note or other debt security received in
connection with any Asset Disposition or Permitted Asset Securitization) as and
when received, net of (i) all legal fees and expenses and other fees and
expenses paid to third parties and incurred in connection therewith, (ii) all
taxes required to be paid or accrued as a consequence of such disposition, and
(iii) all amounts applied to repayment of Indebtedness (other than the
Obligations) secured by a Lien on the asset or property disposed.

         "NEW ZEALAND BANK BILL REFERENCE RATE" means (i) for any date of
determination with respect to any Interest Period for an Offshore Rate Loan made
in New Zealand Dollars under the Australian Facility, (a) the rate (expressed as
a percentage yield per annum to maturity) determined by the Australian Facility
Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest
0.01%) of the bid rates on the page entitled "BKBM" (or such





                                       31
<PAGE>   38

supplemental or other page of the Reuters Monitor System for displaying
quotations of New Zealand Bank Bills) on the Reuters Monitor Money Rates Service
at or about 10:00 A.M. (Sydney, Australia time) on the first day of such
Interest Period for bank accepted bills having a term equal to (or no more than
two (2) Business Days shorter or longer than) such Interest Period, or (b) if
(x) for any reason there is no average bid rate displayed on the Reuters Monitor
System screen page entitled BKBM for bank accepted bills of that term or (y) the
basis on which such rates are displayed on the Reuters Monitor System screen
page entitled BKBM is changed and in the opinion of Australian Facility Agent
those rates cease to reflect the Australian Facility Lenders' cost of funding to
the same extent as at the date of this Agreement, then the rate (expressed as a
percentage yield per annum to maturity) determined by Australian Facility Agent
to be the average of the bid rates quoted to Australian Facility Agent by three
banks selected by Australian Facility Agent at or about that time on that day
for the purchase of bills accepted by such banks having a face value amount
equal to the principal amount of such Australian Facility Loan and a term as
described in clause (i)(a) of this definition; provided that such buying rates
must be for bills of exchange which are accepted by a bank selected by
Australian Facility Agent and which have a term equivalent to the relevant
Interest Period; or (ii) for any date of determination for purposes of
determining the Australian Facility Base Rate for an Offshore Rate Loan made in
New Zealand Dollars under the Australian Facility, or in the event the New
Zealand Bank Bill Reference Rate cannot be determined as described in clause (i)
of this definition, the rate determined by Australian Facility Agent to be the
arithmetic mean (rounded upwards to the nearest 1/16th of one percent) of the
rates, as supplied to Australian Facility Agent at its request, quoted by the
Australian Facility Lenders to leading banks in the New Zealand interbank market
at or about 10:00 A.M. (Sydney, Australia time) on such date for the offering of
overnight deposits in New Zealand Dollars.

         "NEW ZEALAND DOLLAR EQUIVALENT AMOUNT" means, with respect to a
specified amount of Australian Dollars, the amount of New Zealand Dollars into
which such amount of Australian Dollars would be converted, based on the
applicable Spot Rate of Exchange.

         "NEW ZEALAND DOLLAR FRONTING COMMITMENT" means, with respect to each
Australian Facility Lender, the obligation of such Lender to make Australian
Facility Loans in New Zealand Dollars to the Australian Facility Borrowers on
behalf of all the Lenders up to an aggregate principal amount at any one time
outstanding equal to the product of the Lender's Applicable Fronting Percentage
for the Australian Facility multiplied by the Total New Zealand Dollar
Commitment, as such fronting commitment may be increased or decreased from time
to time pursuant to this Agreement.

         "NEW ZEALAND DOLLAR OUTSTANDINGS" means, at any date of determination,
that portion of the Australian Facility Outstandings representing the Australian
Dollar Equivalent Amount of the aggregate principal amount of all Australian
Facility Loans outstanding in New Zealand Dollars under the Australian Facility
New Zealand Dollar Tranche.

         "NEW ZEALAND DOLLARS" or "NZ $" means the lawful currency of New
Zealand.

         "NON-AUSTRALIAN LENDER" shall have the meaning therefor set forth in
SECTION 6.06(i).




                                       32
<PAGE>   39

         "NON-CANADIAN LENDER" shall have the meaning therefor set forth in
SECTION 6.06(H).

         "NOTES" means, collectively, any promissory notes that may be issued by
an Applicable Borrower and delivered to an Applicable Lender in a Facility at
the request of such Lender.

         "OBLIGATIONS" means the obligations, liabilities and Indebtedness of
the Borrowers with respect to (i) the principal and interest on the Loans as
evidenced by the Notes or on the records of the Applicable Facility Agents, (ii)
the Reimbursement Obligations, (iii) all liabilities of any Borrower to any
Lender or any affiliate of a Lender which arise under a Swap Agreement, and (iv)
the payment and performance of all other fees, indemnities, expenses,
obligations, liabilities and Indebtedness of the Borrowers to the Lenders or the
Agents or the Issuing Bank or the Bank Guarantee Issuers, under this Agreement,
under any one or more of the other Loan Documents or with respect to the Loans.

         "OFFSHORE CURRENCY" means (a) with respect to any Loan, any of British
Pounds Sterling, French Francs, euro, Canadian Dollars, Australian Dollars and
New Zealand Dollars, and (b) with respect to any Letter of Credit, any Letter of
Credit Currency other than US Dollars and (c) with respect to any Bank
Guarantee, British Pounds Sterling.

         "OFFSHORE RATE" means, for the Interest Period for any Offshore Rate
Loan, the rate of interest per annum determined pursuant to the following
formula:

         Offshore Rate = Applicable Reference Rate + Applicable Margin

         "OFFSHORE RATE LOAN" means a UK Facility Loan or Australian Facility
Loan for which the rate of interest is determined by reference to the Offshore
Rate.

         "OPERATING DOCUMENTS" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the bylaws, operating agreement, partnership agreement, limited partnership
agreement or other applicable documents relating to the operation, governance or
management of such entity.

         "ORGANIZATIONAL ACTION" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
shareholder, member or partner action), or other similar official action, as
applicable, taken by such entity.

         "ORGANIZATIONAL DOCUMENTS" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the articles of incorporation, certificate of incorporation, articles of
organization, certificate of limited partnership or other applicable
organizational or charter documents relating to the creation of such entity.




                                       33
<PAGE>   40

         "OTHER TAXES" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

         "OUTSTANDINGS" means, collectively, the US Facility Outstandings, the
UK Facility Outstandings, the Canadian Facility Outstandings and the Australian
Facility Outstandings, and individually any of the foregoing as the context may
require.

         "PARTICIPATING MEMBER STATE" means each country which from time to time
becomes a Participating Member State as described in EMU Legislation.

         "PARTICIPATION" means (a) with respect to any Facility the principal
amount purchased and funded by each Lender (other than the Applicable Facility
Lenders) in the Loans and Outstandings under such Facility, (b) with respect to
the Letter of Credit Facility, the extension of credit represented by the
participation of each US Facility Lender (other than the Issuing Bank) in the
liability of the Issuing Bank in respect of each Letter of Credit issued by, and
each Reimbursement Obligation owing to, the Issuing Bank, (c) with respect to
the Bank Guarantee Facility, the extension of credit represented by the
participation of each UK Facility Lender (other than the Applicable Bank
Guarantee Issuer) in the liability of the Applicable Bank Guarantee Issuer in
respect of Bank Guarantees issued by, and each Reimbursement Obligation owing
to, the Applicable Bank Guarantee Issuer, and (d) with respect to the Australian
Facility Swing Line, the extension of credit represented by the participation of
each Australian Facility Lender (other than the Australian Facility Swing Line
Lender) in the liability of the Australian Facility Swing Line Lender in respect
of Australian Facility Swing Line Loans made by the Australian Facility Swing
Line Lender, and in any case in accordance with the terms of SECTIONS 2.14,
2A.02(c), 3.13, 3A.02(c), 4.14, 5.13, 5.14 and 11.07, as applicable, and
"Participate" and "Participant" shall have correlative meanings.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
thereto.

         "PENSION PLAN" means any employee pension benefit plan within the
meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is
subject to the provisions of Title IV of ERISA or Section 412 of the Code and
which (i) is maintained for employees of the Company or any of its ERISA
Affiliates or is assumed by the Company or any of its ERISA Affiliates in
connection with any acquisition or (ii) has at any time been maintained for the
employees of the Company or any current or former ERISA Affiliate.

         "PERMITTED ACQUISITION" means the acquisition by the Company or a
Subsidiary of a controlling equity interest in or all or substantially all of
the assets of any Person, which satisfies each of the following: (i) such Person
is in the same or similar line or lines of business as that engaged in by the
Company and its Subsidiaries; and (ii) no Default or Event of Default has
occurred and is continuing at the time of, or is created or results from, such
transaction.

         "PERMITTED ASSET SECURITIZATIONS" means limited recourse sales and
assignments of assets of the Company or any of its Subsidiaries to one or more
special purpose entities the proceeds of




                                       34
<PAGE>   41

which shall be made available to the Company or its Subsidiaries at such rates
of advance, and the obligations secured by such assets shall be issued by such
special purpose entities in such amount or amounts, bear such rates of interest,
and be subject to such other terms and conditions, all as shall be reasonably
acceptable to the Global Agent.

         "PERSON" means an individual, limited liability company, partnership,
corporation, trust, unincorporated organization, association, joint venture or
other entity or a government or agency or political subdivision thereof.

         "PRINCIPAL OFFICE" means, as the context may require, (i) the principal
office of the US Facility Agent located at 1900 East Ninth Street, Cleveland
Ohio 44114, (ii) the principal office of the UK Facility Agent located at 1 Alie
Street, London E1 8DE, England, (iii) the principal office of the Canadian
Facility Agent located at 161 Bay Street, STE 4240, Toronto, Ontario M5J 2S1
Canada, and (iv) the principal office of the Australian Facility Agent located
at 90 Collins Street 19th Floor, STE-NMELB-1, Melbourne, Australia or such other
office and address as any such Facility Agent may from time to time designate.

         "RATE ADJUSTMENT PAYMENT" shall have the meaning therefor set forth in
SECTION 2A.01(c).

         "RATED DEBT" shall have the meaning therefor set forth in the
definition of "Applicable Margin."

         "REGISTER" shall have the meaning therefor set forth in SECTION
13.01(b).

         "REGULATION D" means Regulation D of the Board as the same may be
amended or supplemented from time to time.

         "REGULATORY CHANGE" means any change effective after the Closing Date
in United States federal or state laws or regulations (including Regulation D
and capital adequacy regulations), English laws or regulations, Canadian federal
or provincial laws or regulations, Australian federal or provincial laws or
regulations, or other foreign laws or regulations or the adoption or making
after such date of any interpretations, directives or requests applying to a
class of banks, which includes any of the Lenders, under any United States
federal or state, English, Canadian federal or provincial, Australian federal or
provincial or other foreign laws or regulations (whether or not having the force
of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof or compliance by any Lender with any
request or directive regarding capital adequacy, whether or not having the force
of law, whether or not failure to comply therewith would be unlawful and whether
or not published or proposed prior to the Closing Date.

         "REIMBURSEMENT OBLIGATION" means at any time, as applicable, (a) the
obligation of the US Facility Borrower with respect to any Letter of Credit to
reimburse the Issuing Bank and the US Facility Lenders to the extent of their
respective Participations (including by the receipt by the Issuing Bank of
proceeds of US Facility Loans pursuant to SECTION 2.01(b)(vi)) for amounts
theretofore paid by the Issuing Bank pursuant to a drawing under such Letter of
Credit or (b) the





                                       35
<PAGE>   42

obligation of the UK Facility Borrowers with respect to any Bank Guarantee to
reimburse the Applicable Bank Guarantee Issuer and the UK Facility Lenders to
the extent of their respective Participations (including by the receipt by the
Applicable Bank Guarantee Issuer of proceeds of UK Facility Loans pursuant to
SECTION 3.01(b)(vii)) for amounts theretofore paid by the Applicable Bank
Guarantee Issuer pursuant to a Bank Guarantee.

         "REQUIRED FRONTING LENDERS" shall have the meaning therefor set forth
IN SECTION 11.07(a).

         "REQUIRED LENDERS" means, as of any date, (i) at all times other than
following the occurrence and during the continuation of an Event of Default, (A)
with respect to the Total Facilities, Lenders on such date, without distinction
or preference as between any of the Facilities, having Aggregate Commitments
under the Total Facilities aggregating more than 50% of the Total Commitment on
such date, and (B) with respect to any specific Facility, Lenders on such date
having an Applicable Facility Commitment aggregating more than 50% of the
Applicable Total Facility Commitment on such date and (ii) at all times
following the occurrence and during the continuation of an Event of Default, (A)
with respect to the Total Facilities, Lenders on such date, without distinction
or preference as between any of the Facilities, having Credit Exposures
aggregating more than 50% of the Aggregate Credit Exposure on such date, and (B)
with respect to any specific Facility, Lenders on such date having Facility
Credit Exposures aggregating more than 50% of the Aggregate Facility Credit
Exposure on such date. For purposes of determining the vote of the Required
Lenders above, (i) Bank of America shall be deemed to have the Aggregate
Commitment, Applicable Facility Commitments, Credit Exposure and Facility Credit
Exposure of Bank of America Canada, BA Australia Limited and of each branch of
Bank of America designated as a Lender hereunder, (ii) Mellon Bank, N.A. shall
be deemed to have the Aggregate Commitment, Applicable Facility Commitments,
Credit Exposure and Facility Credit Exposure of Mellon Bank, N.A., Canada Branch
and each branch of Mellon Bank, N.A. designated as a Lender hereunder, and (iii)
Bank One, Michigan shall be deemed to have the Aggregate Commitment, Applicable
Facility Commitments, Credit Exposure and Facility Credit Exposure of Bank One
Canada, Bank One, Michigan, Bank One, NA, Australia Branch, and each branch of
Bank One, NA designated as a Lender hereunder.

         "RESTRICTED LENDER" shall have the meaning therefor set forth in
SECTION 6.07.

         "SAME DAY FUNDS" means (i) with respect to disbursements and payments
in US Dollars, immediately available funds, and (ii) with respect to
disbursements and payments in an Offshore Currency, same day or other funds as
may be determined by the Applicable Facility Agent to be customary in the place
of disbursement or payment for the settlement of international banking
transactions in such Offshore Currency.

         "SCHEDULE II BANK" means a bank listed on Schedule II to the Bank Act
(Canada).

         "SCHEDULE III BANK" means a bank listed on Schedule III to the Bank Act
(Canada) that is not subject to the restrictions and requirements referred to in
subsection 524(2) of the Bank Act (Canada).




                                       36
<PAGE>   43

         "SCHEDULE II TO SCHEDULE III ASSIGNMENT" means an assignment by a
Lender that is a Schedule II Bank to an affiliate of such Lender that is a
Schedule III Bank.

         "SINGAPORE DOLLARS" or "SNG $" means the lawful currency of Singapore.

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

         "SOLVENT" means, when used with respect to any Person, that at the time
of determination:

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including, without limitation,
         Contingent Obligations; and

                  (ii) it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

         "SPOT RATE OF EXCHANGE" means (i) in determining the Sterling
Equivalent Amount of a specified amount of French Francs as of any date under
the UK Facility, the spot exchange rate determined by the UK Facility Agent in
accordance with its usual procedures for the purchase by the UK Facility Agent
of British Pounds Sterling with French Francs at approximately 11:00 A.M.
(London, England time) on the Business Day that is three (3) Business Days prior
to such date; (ii) in determining the Sterling Equivalent Amount of a specified
amount of euro as of any date under the UK Facility, the spot exchange rate
determined by the UK Facility Agent in accordance with its usual procedures for
the purchase by the UK Facility Agent of British Pounds Sterling with euro at
approximately 11:00 A.M. (London, England time) on the Business Day that is
three (3) Business Days prior to such date; (iii) in determining the Australian
Dollar Equivalent Amount of a specified amount of New Zealand Dollars as of any
date under the Australian Facility, the rate quoted by the Australian Facility
Agent in accordance with its customary procedures as the spot rate for the
purchase by such Australian Facility Agent of Australian Dollars with New
Zealand Dollars at approximately 11:00 A.M. (Sydney, Australia time), on such
date as of which the foreign computation is made, for delivery two (2) Business
Days later; (iv) in determining the French Franc Equivalent Amount of a
specified amount of British Pounds Sterling as of any date under the UK
Facility, the spot exchange rate determined by the UK Facility Agent in
accordance with its usual procedures for the purchase by the UK Facility Agent
of French Francs with British Pounds Sterling at approximately 11:00 A.M.
(London, England time) on the Business Day that is three (3) Business Days prior
to such date; (v) in determining the euro Equivalent Amount of a specified
amount of British Pounds Sterling as of any date under the UK Facility, the spot
exchange rate determined by the UK Facility Agent in accordance with its usual
procedures for the purchase by the UK Facility Agent of euro with British Pounds
Sterling at approximately 11:00 A.M. (London, England time) on the Business Day
that is three (3) Business Days prior to such date; (vi) in determining the New
Zealand Dollar Equivalent Amount of a specified amount of Australian Dollars as
of any date under the Australian Facility, the rate quoted by the Australian
Facility Agent in accordance with




                                       37
<PAGE>   44

its customary procedures as the spot rate for the purchase by such Australian
Facility Agent of New Zealand Dollars with Australian Dollars at approximately
11:00 A.M. (Sydney, Australia time), on such date as of which the foreign
computation is made, for delivery two (2) Business Days later; and (vii) in
determining the US Dollar Equivalent Amount of a specified amount of any
Applicable Currency as of any date, the spot rate of exchange determined by the
Global Agent in accordance with its usual procedures for the purchase by the
Global Agent of US Dollars with such Applicable Currency at approximately 11:00
A.M. (Charlotte, North Carolina time) on the Business Day that is two (2)
Business Days prior to such date.

         "STERLING EQUIVALENT AMOUNT" means, (i) the amount denominated in
British Pounds Sterling, (ii) with respect to a specified amount of French
Francs, the amount of British Pounds Sterling into which such amount of French
Francs would be converted, based on the applicable Spot Rate of Exchange, and
(iii) with respect to a specified amount of euro, the amount of British Pounds
Sterling into which such amount of euro would be converted, based on the
applicable Spot Rate of Exchange.

         "SUBSEQUENT PARTICIPANT" means each country that adopts the euro as its
lawful currency after January 1, 1999.

         "SUBSIDIARY" means any Person in which more than 50% of its outstanding
voting stock or rights or more than 50% of all equity interest is owned directly
or indirectly by the Company.

         "SUBSTITUTE BASE RATE LOANS" shall have the meaning therefor set forth
in SECTION 6.04.

         "SWAP AGREEMENT" means one or more agreements with respect to
Indebtedness evidenced by the Notes or Obligations under any Facility between
one or more Borrowers and one or more Lenders, on terms mutually acceptable to
such Borrower or Borrowers and such Lender or Lenders, which agreements create
Hedging Obligations.

         "TAXES" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender and each
Agent, respectively, taxes imposed on or measured by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such
Lender or such Agent, as the case may be, is organized or maintains a lending
office.

         "TERMINATION EVENT" means: (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder (unless the notice
requirement has been waived by applicable regulation); or (ii) the withdrawal of
the Company or any ERISA Affiliate from a Pension Plan during a plan year in
which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA
or was deemed such under Section 4062(e) of ERISA; or (iii) the termination of a
Pension Plan, the filing of a notice of intent to terminate a Pension Plan or
the treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the
PBGC; or (v) any other event or condition which would constitute grounds under
Section 4042(a) of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; or (vi) the partial or complete





                                       38
<PAGE>   45

withdrawal of the Company or any ERISA Affiliate from a Multiemployer Plan; or
(vii) the imposition of a Lien pursuant to Section 412 of the Code or Section
302 of ERISA; or (viii) any event or condition which results in the
reorganization or insolvency of a Multiemployer Plan under Section 4241 or
Section 4245 of ERISA, respectively; or (ix) any event or condition which
results in the termination of a Multiemployer Plan under Section 4041A of ERISA
or the institution by the PBGC of proceedings to terminate a Multiemployer Plan
under Section 4042 of ERISA; or (x) any event or condition with respect to any
Employee Benefit Plan which is regulated by any Foreign Benefit Law that results
in such Employee Benefit Plan's termination or the revocation of the Employee
Benefit Plan's authority to operate under the applicable Foreign Benefit Law.

         "TERM LOAN PREMIUM" means that percent per annum set forth opposite the
applicable period at the time of determination set forth in the table below:

--------------------------------------------  -------------------------------
Period                                                   Term Loan Premium
--------------------------------------------  -------------------------------
August 2, 2001 through February 1, 2001                        0.50%
--------------------------------------------  -------------------------------
February 2, 2002 through August 1,2002                         1.00%
--------------------------------------------  -------------------------------
August 2, 2002 through February 1, 2003                        1.25%
--------------------------------------------  -------------------------------
February 2, 2003 through the Applicable                        1.50%
Term Loan Termination Date
--------------------------------------------  -------------------------------


         "TOTAL AUSTRALIAN DOLLAR COMMITMENT" means, as of any date of
determination thereof, an amount equal to the Total Australian Facility
Commitment (as the same may be reduced from time to time pursuant to this
Agreement) less the New Zealand Dollar Outstandings as of such date.

         "TOTAL AUSTRALIAN FACILITY COMMITMENT" means an amount equal to AUS
$100,000,000 inclusive of the Total New Zealand Dollar Commitment, each as
reduced from time to time in accordance with SECTION 5.07.

         "TOTAL BANK GUARANTEE COMMITMENT" means an amount not to exceed
GBP 7,000,000.

         "TOTAL BRITISH POUNDS STERLING COMMITMENT" means, as of any date of
determination thereof, an amount equal to the Total UK Facility Commitment (as
the same may be reduced from time to time pursuant to this Agreement) less the
French Franc Outstandings and the euro Outstandings as of such date.

         "TOTAL CANADIAN FACILITY COMMITMENT" means an amount equal to CAN
$105,000,000, as reduced from time to time in accordance with SECTION 4.07,
SECTION 4.12 or SECTION 4.13.

         "TOTAL COMMITMENT" means, at any time of determination, the Total US
Facility Commitment, plus the aggregate US Dollar Equivalent Amount of each of
the Total UK Facility Commitment, the Total Canadian Facility Commitment and the
Total Australian Facility Commitment.




                                       39
<PAGE>   46

         "TOTAL FACILITIES" means, in the aggregate, all of the US Facility, the
UK Facility, the Canadian Facility and the Australian Facility.

         "TOTAL FACILITY TERMINATION DATE" means the earliest to occur of (i)
August 3, 2005, or (ii) the date of termination of the Lenders' obligations
pursuant to SECTION 11.01 upon the occurrence of an Event of Default, or (iii)
such date as the Borrowers may voluntarily permanently terminate all the Total
Facilities by termination of all Commitments and payment in full of all
Obligations.

         "TOTAL FACILITY REPAYMENT DATE" means such date as all of the following
shall have occurred: (a) the Borrowers shall have permanently terminated each
Facility by payment in full of all Outstandings together with all accrued and
unpaid interest thereon, (b) all Swap Agreements shall have been terminated,
expired or cash collateralized, (c) all Commitments shall have terminated or
expired and (d) the Borrowers shall have fully, finally and irrevocably paid and
satisfied in full all Obligations (other than Obligations consisting of
continuing indemnities and other contingent Obligations of the Borrowers or the
Guarantor that may be owing to the Lenders pursuant to the Loan Documents and
expressly survive termination of this Agreement).

         "TOTAL LETTER OF CREDIT COMMITMENT" means the US Dollar Equivalent
Amount of US $40,000,000.

         "TOTAL NEW ZEALAND DOLLAR COMMITMENT" means, at any date of
determination, an amount equal to the New Zealand Dollar Equivalent Amount of
AUS $10,000,000 (as reduced from time to time in accordance with SECTION 5.07)
as at such date.

         "TOTAL UK ALTERNATIVE CURRENCY COMMITMENT" means, at any date of
determination, an amount equal to the French Franc Equivalent Amount and the
euro Equivalent Amount in the sum of (pound)16,750,000 (as reduced from time to
time in accordance with SECTION 3.07) as at such date.

         "TOTAL UK FACILITY COMMITMENT" means an amount equal to
(pound)33,500,000 inclusive of the Total UK Alternative Currency Commitment and
the Total Bank Guarantee Commitment, each as reduced from time to time in
accordance with SECTION 3.07.

         "TOTAL US FACILITY COMMITMENT" means an amount equal to US $550,000,000
inclusive of the Total Letter of Credit Commitment, as reduced from time to time
in accordance with SECTION 2.07, SECTION 2.12 or SECTION 2.13.

         "TOTAL US FACILITY REVOLVING CREDIT COMMITMENT" means, as of any date
of determination thereof, an amount equal to the Total US Facility Commitment
(as the same may be reduced from time to time pursuant to this Agreement) less
the amount of US Facility Term Loan Outstandings as of such date.

         "TYPE" means any type of Loan (i.e., an Applicable Base Rate Loan,
Eurodollar Rate Loan, Offshore Rate Loan, Canadian Facility BA Rate Loan or, for
purposes of ARTICLE VI only,





                                       40
<PAGE>   47

a UK Facility Alternative Rate Loan) or any type of Letter of Credit or Bank
Guarantee issued hereunder.

         "UK FACILITY" means the facilities described in ARTICLES III and IIIA
hereof providing for Loans to the UK Facility Borrowers by the UK Facility
Lenders in the aggregate principal amount of the Total UK Facility Commitment
and for Bank Guarantees on behalf of the UK Facility Borrowers by the Applicable
Bank Guarantee Issuer in the aggregate principal amount of the Total Bank
Guarantee Commitment, respectively.

         "UK FACILITY ADVANCE" means a borrowing under the UK Facility
consisting of the aggregate principal amount of an Offshore Rate Loan or a UK
Facility Base Rate Loan.

         "UK FACILITY AGENT" shall have the meaning therefor set forth in the
introduction hereto.

         "UK FACILITY ALTERNATIVE CURRENCY FRONTING COMMITMENT" means, with
respect to each UK Facility Lender, the obligation of such Lender to make UK
Facility Loans in French Francs or in euro to the UK Facility Borrowers on
behalf of all the Lenders up to an aggregate principal amount at any one time
outstanding equal to the product of such Lender's Applicable Fronting Percentage
for the UK Facility multiplied by the Total UK Alternative Currency Commitment,
as such fronting commitment may be increased or decreased from time to time
pursuant to this Agreement.

         "UK FACILITY ALTERNATIVE CURRENCY TRANCHE" means the facility described
in ARTICLE III hereof providing for Loans funded in French Francs or in euro to
the UK Facility Borrowers by the UK Facility Lenders in an aggregate principal
amount at any time outstanding not to exceed the Total UK Alternative Currency
Commitment.

         "UK FACILITY ALTERNATIVE RATE" means such rate of interest per annum
determined by the UK Facility Agent and the UK Facility Borrowers as an
alternative basis (i) for determining the rates of interest from time to time
applicable to Loans under the UK Facility and/or (ii) upon which Loans may be
maintained under the UK Facility, in each case pursuant to SECTION 6.02 or
SECTION 6.04, which rate of interest shall be determined within thirty (30) days
of notification to the UK Facility Borrowers in accordance with the provisions
of SECTION 6.02 or SECTION 6.04, as applicable. If no such alternative basis is
agreed upon by the UK Facility Agent and the UK Facility Borrowers, each UK
Facility Lender shall certify a reasonable alternative basis for maintaining
Loans under the UK Facility that reflects such UK Facility Lender's cost of
funds (a "substitute basis"), which substitute basis may (without limitation)
include alternative Interest Periods, alternative currencies or alternative
rates of interest but shall include a margin above the cost of funds including
the UK Facility Mandatory Cost, if any, to such UK Facility Lender and the
Applicable Margin.

         "UK FACILITY ALTERNATIVE RATE LOAN" means a UK Facility Loan for which
the rate of interest is determined by reference to the UK Facility Alternative
Rate, solely for purposes of ARTICLE VI.




                                       41
<PAGE>   48

         "UK FACILITY BASE RATE" means for any day of determination thereof the
sum of (a) the rate per annum equal to the offered quotation rate to first class
banks in the London interbank market by Bank of America, N.A. for deposits (for
delivery on such day) in British Pounds Sterling of amounts in Same Day Funds
comparable to the principal amount of the UK Facility Loan for which the rate of
interest is being determined for overnight borrowing as of approximately 1:00
P.M. (London, England time) on such date of determination plus (b) the
Applicable Margin for Offshore Rate Loans plus (c) the UK Facility Mandatory
Cost. The UK Facility Base Rate for any day which is not a Business Day shall be
the UK Facility Base Rate for the preceding Business Day.

         "UK FACILITY BASE RATE LOAN" means a UK Facility Loan for which the
rate of interest is determined by reference to the UK Facility Base Rate and
includes without limitation all UK Facility Base Rate Refunding Loans.

         "UK FACILITY BASE RATE REFUNDING LOAN" means a UK Facility Base Rate
Loan made pursuant to SECTION 3.01(B)(VII) hereof to satisfy Reimbursement
Obligations arising from a drawing under a Bank Guarantee.

         "UK FACILITY BORROWERS" shall have the meaning therefor set forth in
the introduction hereto.

         "UK FACILITY COMMITMENT" means, with respect to any Lender, such
Lender's Applicable Facility Commitment for the UK Facility.

         "UK FACILITY FRONTING COMMITMENT" means, with respect to each UK
Facility Lender, the obligation of such Lender to make Loans to the UK Facility
Borrowers and the obligation of such Lender to purchase Participations in Bank
Guarantees issued for the account of the UK Facility Borrowers on behalf of all
the Lenders up to an aggregate principal amount at any one time outstanding
equal to the product of such Lender's Applicable Fronting Percentage for the UK
Facility multiplied by the Total UK Facility Commitment, as such fronting
commitment may be increased or decreased from time to time pursuant to this
Agreement, and shall consist of (but not be equal to the sum of the aggregate
of) such Lender's British Pounds Sterling Fronting Commitment and its UK
Facility Alternative Currency Fronting Commitment.

         "UK FACILITY LENDERS" means those Lenders identified in the
introduction hereto with respect to their making UK Facility Loans on behalf of
all the Lenders.

         "UK FACILITY LOANS" means any borrowing pursuant to a UK Facility
Advance under the UK Facility in accordance with the terms of SECTION 3.01.

         "UK FACILITY MANDATORY COST" means a rate per annum determined by the
UK Reference Bank and notified thereby to the UK Facility Agent calculated in
accordance with the following formula:

                                                   BY + S(Y-Z) + (F X 0.01)
                                                   ------------------------
         UK Facility Mandatory Cost per annum   =       100 - (B+S)




                                       42
<PAGE>   49


         where on the day of application of the formula:

         B = The percentage of the UK Reference Bank's Eligible Liabilities (in
excess of any stated minimum) by reference to which the Bank of England and/or
the Financial Services Authority requires the UK Reference Bank to hold on a
non-interest bearing deposit account in accordance with its cash ratio
requirements;

         Y = The percentage rate per annum at which sterling deposits are
offered by the UK Reference Bank to leading banks in the London interbank market
at or about 11:00 A.M. (London, England time) on that day for the relevant
period;

         F = The rate of charge payable by the UK Reference Bank to the
Financial Services Authority under paragraph 2.02 or 2.03 (as appropriate) of
the Fees Regulations (but where for this purpose the figure at paragraph 2.02b
or 2.03b shall be deemed to be zero) and expressed in British Pounds Sterling
per (pound)1,000,000 of the Fee Base of the UK Reference Bank;

         S = The percentage of the UK Reference Bank's Eligible Liabilities
which the Bank of England (or other relevant United Kingdom governmental
authority or agency) requires the UK Reference Bank to place as a Special
Deposit; and

         Z = The interest rate per annum payable by the Bank of England to the
UK Reference Bank on Special Deposits.

                  (a) For the purposes of this definition:

                           (i) "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS"
                  shall have the meanings given to them at the time of
                  application of the above formula under or pursuant to the Bank
                  of England Act 1998 or by the Bank of England (as
                  appropriate);

                           (ii) "FEE BASE" has the meaning given to it in the
                  Fees Regulations;

                           (iii) "FEES REGULATIONS" means any regulations
                  governing the payment of fees for banking supervision;

         (b) In the application of the above formula, B, Y, S, and Z are
included in the formula as figures and not as percentages, e.g. if B = 0.5% and
Y = 15%, BY is calculated as 0.5 x 15 and not as 0.5% x 15%. A negative result
obtained from subtracting Z from Y is to be treated as zero.

         (c) (i) The above formula is applied on the first day of each relevant
period comprised in the relevant Interest Period.




                                       43
<PAGE>   50

                  (ii) Each rate calculated in accordance with the above formula
         is, if necessary, rounded upward to four decimal places.

         (d) The UK Facility Agent may, from time to time, after consultation
with the Company and the Lenders, determine and notify to the Company and the
Lenders any amendments or variations which are required to be made to the
formula set out above in order to comply with any requirements from time to time
imposed by any applicable regulatory authority in relation to UK Facility
Advances denominated in British Pounds Sterling (including, without limitation,
any requirements relating to British Pounds Sterling primary liquidity) and any
such determination shall, in the absence of manifest error, be conclusive and
binding on all the Borrowers, the Lenders, the Agents and the Company.

         "UK FACILITY MAXIMUM AMOUNT" means, with respect to each UK Facility
Borrower, 95% of the amount by which the fair value of its assets (determined at
the lesser of fair valuation and present fair saleable value on an orderly
basis) is in excess of the total amount of its liabilities, including without
limitation Contingent Obligations, as of the Closing Date; provided, however,
that if the calculation of UK Facility Maximum Amount in the manner provided
above as of the date payment is required of such UK Facility Borrower pursuant
to ARTICLE III would result in a greater positive number, then the UK Facility
Maximum Amount shall be such greater positive number.

         "UK FACILITY OUTSTANDINGS" means, at any date of determination, the
British Pounds Sterling Outstandings plus the French Franc Outstandings plus the
euro Outstandings.

         "UK OVERNIGHT RATE" means, for any day, the rate of interest per annum
at which overnight deposits in the Applicable Currency, in an amount
approximately equal to the amount with respect to which such date is being
determined, would be offered for such day by the UK Facility Agents to major
banks in the London or other applicable offshore interbank market. The UK
Overnight Rate for any day which is not a Business Day shall be the UK Overnight
Rate for the preceding Business Day.

         "UK QUALIFYING LENDER" shall have the meaning therefor set forth in
SECTION 6.06(g).

         "UK REFERENCE BANK" means Bank of America, N.A.

         "US DOLLAR EQUIVALENT AMOUNT" means, (a) the amount denominated in US
Dollars and (b) with respect to a specified amount of any Applicable Currency
other than US Dollars, the amount of US Dollars into which such amount of such
other Applicable Currency would be converted, based on the applicable Spot Rate
of Exchange.

         "US DOLLARS" or "US $" means dollars constituting legal tender for the
payment of public and private debts in the United States of America.

         "US FACILITY" means the facilities described in ARTICLES II and IIA
hereof providing for Loans to the US Facility Borrower by the US Facility
Lenders in the aggregate principal amount of the Total US Facility Commitment
and for Letters of Credit on behalf of the US Facility





                                       44
<PAGE>   51

Borrower by the Issuing Bank in the aggregate US Dollar Equivalent Amount of the
Total Letter of Credit Commitment, respectively.

         "US FACILITY ADVANCE" means a borrowing under the US Facility Revolving
Credit Facility consisting of the aggregate principal amount of a US Facility
Base Rate Loan or Eurodollar Rate Loan, as the case may be.

         "US FACILITY AGENT" shall have the meaning therefor set forth in the
introduction hereto.

         "US FACILITY BASE RATE" means, for any day, the rate per annum equal to
the higher of (i) the Federal Funds Effective Rate for such day plus one-half of
one percent (.5%) and (ii) the US Prime Rate for such day. Any change in the US
Facility Base Rate resulting from a change in the US Prime Rate or the Federal
Funds Effective Rate shall become effective on the effective date of such change
in the US Prime Rate or the Federal Funds Effective Rate.

         "US FACILITY BASE RATE LOAN" means a US Facility Loan for which the
rate of interest is determined by reference to the US Facility Base Rate and
includes without limitation all US Facility Base Rate Refunding Loans.

         "US FACILITY BASE RATE REFUNDING LOAN" means a US Facility Base Rate
Loan made pursuant to SECTION 2.01(b)(vi) hereof to satisfy Reimbursement
Obligations arising from a drawing under a Letter of Credit.

         "US FACILITY BORROWER" shall have the meaning therefor set forth in the
introduction hereto.

         "US FACILITY COMMITMENT" means, with respect to any Lender, such
Lender's Applicable Facility Commitment for the US Facility.

         "US FACILITY FRONTING COMMITMENT" means, with respect to each US
Facility Lender, the obligation of such Lender to make or continue US Facility
Loans to the US Facility Borrower and the obligation of such Lender to purchase
Participations in Letters of Credit issued for the account of the US Facility
Borrower on behalf of all the Lenders up to an aggregate principal amount at any
one time outstanding equal to the product of such Lender's Applicable Fronting
Percentage for the US Facility multiplied by the Total US Facility Commitment,
as such fronting commitment may be increased or decreased from time to time
pursuant to this Agreement.

         "US FACILITY LENDERS" means those Lenders identified in the
introduction hereto with respect to their making US Facility Loans on behalf of
all the Lenders.

         "US FACILITY LOANS" means any borrowing pursuant to a US Facility
Advance under the US Facility in accordance with the terms of SECTION 2.01 or
2.13 hereof.

         "US FACILITY OUTSTANDINGS" means, at any date of determination, the
aggregate amount of all US Facility Revolving Credit Outstandings plus all
Letter of Credit Outstandings plus all US Facility Term Loan Outstandings.




                                       45
<PAGE>   52

         "US FACILITY REVOLVING CREDIT EXTENSION DATE" means August 2, 2001 and
each date thereafter, if any, to which the US Facility Revolving Credit
Termination Date has been extended pursuant to SECTION 2.12 hereof, but in no
event later than the Total Facility Termination Date.

         "US FACILITY REVOLVING CREDIT FACILITY" means that portion of the US
Facility described in SECTION 2.01 hereof providing for US Facility Loans to the
US Facility Borrower by the US Facility Lenders in the aggregate principal
amount of the Total US Facility Revolving Credit Commitment.

         "US FACILITY REVOLVING CREDIT OUTSTANDINGS" means, at any date of
determination, that portion of the US Facility Outstandings representing the
aggregate principal amount of all US Facility Loans outstanding under the US
Facility Revolving Credit Facility.

         "US FACILITY REVOLVING CREDIT TERMINATION DATE" means the earlier of
(i) August 2, 2001, or such later date as the US Facility Borrower and the
Lenders shall agree in writing pursuant to SECTION 2.12 hereof, or (ii) the
Total Facility Termination Date.

         "US FACILITY TERM LOAN" shall have the meaning therefor set forth in
SECTION 2.13.

         "US FACILITY TERM LOAN FACILITY" means the facility described in
SECTION 2.13 hereof providing for the conversion of US Facility Revolving Credit
Outstandings on each US Facility Extension Date to US Facility Term Loans.

         "US FACILITY TERM LOAN OUTSTANDINGS" means, at any date of
determination, that portion of the US Facility Outstandings representing the
aggregate principal amount of all US Facility Loans outstanding under the US
Term Loan Facility.

         "US FACILITY TERM LOAN TERMINATION DATE" means the earlier of (i)
August 3, 2003 and (ii) the Total Facility Termination Date.

         "US PRIME RATE" means the per annum rate of interest established from
time to time by the US Facility Agent as its prime rate, which rate may not be
lowest rate charged by the US Facility Agent to its customers.

         "VOTING STOCK" means shares of 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.

         1.02 RULES OF INTERPRETATION.

         (a) All accounting terms not specifically defined herein shall have the
meanings assigned to such terms and shall be interpreted in accordance with
Generally Accepted Accounting Principles applied on a Consistent Basis.




                                       46
<PAGE>   53




         (b) The headings, subheadings and table of contents used herein or in
any other Loan Document are solely for convenience of reference and shall not
constitute a part of any such document or affect the meaning, construction or
effect of any provision thereof.

         (c) Except as otherwise expressly provided, references herein to
articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
schedules are references to articles, sections, paragraphs, clauses, annexes,
appendices, exhibits and schedules in or to this Agreement.

         (d) All definitions set forth herein or in any other Loan Document
shall apply to the singular as well as the plural form of such defined term, and
all references to the masculine gender shall include reference to the feminine
or neuter gender, and vice versa, as the context may require.

         (e) When used herein or in any other Loan Document, words such as
"hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

         (f) References to "including" means including without limiting the
generality of any description preceding such term.

         (g) Any reference to an officer of any Borrower or any other Person by
reference to the title of such officer shall be deemed to refer to each other
officer of such Person, however titled, exercising the same or substantially
similar functions.

(h) All references to any agreement or document as amended, modified or
supplemented, or words of similar effect, shall mean such document or agreement,
as the case may be, as amended, modified or supplemented from time to time only
as and to the extent permitted therein and in the Loan Documents.

         1.03 AMENDMENT AND RESTATEMENT. The Borrowers, the Agents and the
Lenders hereby agree that upon the effectiveness of this Agreement, the terms
and provisions of the Existing Credit Agreement shall be and hereby are amended
and restated in their entirety by the terms and conditions of this Agreement and
the terms and provisions of the Existing Credit Agreement, except as otherwise
provided herein, shall be superseded by this Agreement. Notwithstanding the
amendment and restatement of the Existing Credit Agreement by this Agreement,
the Borrowers shall continue to be liable to the Agents and the Lenders with
respect to agreements on the part of the Borrowers under the Existing Credit
Agreement to indemnify and hold harmless the Agents and the Lenders from and
against all claims, demands, liabilities, damages, losses, costs, charges and
expenses to which the Agents and the Lenders may be subject arising in
connection with the Existing Credit Agreement.

All of the indebtedness, liabilities and obligations owing by the Borrowers
under the Existing Credit Agreement shall still be owing under this Agreement,
which is given in substitution for, and not payment or novation of, the Existing
Credit Agreement. Upon the Closing Date, all




                                       47
<PAGE>   54

amounts outstanding and owing by the Borrowers under the Existing Credit
Agreement as of the Closing Date, shall constitute Advances hereunder accruing
interest at the rates set forth herein without the incurrence by any Borrower of
any obligation to the Lenders under SECTION 6.05 with respect thereto. The
parties hereto agree that (a) all Existing Letters of Credit shall be deemed to
have been issued by the Issuing Bank as Letters of Credit pursuant to this
Agreement and (b) all Existing Bank Guarantees shall be deemed to have been
issued by the Applicable Bank Guarantee Issuer as Bank Guarantees pursuant to
this Agreement.



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<PAGE>   55




                                   ARTICLE II

                                 The US Facility

         2.01 ADVANCES.


         (a) COMMITMENT. Subject to the terms and conditions of this Agreement,
each US Facility Lender severally agrees to make, on behalf of all the Lenders,
US Facility Advances in US Dollars to the US Facility Borrower from time to time
from the Closing Date until the US Facility Revolving Credit Termination Date,
on a pro rata basis as to the total borrowing requested by the US Facility
Borrower on any day determined by such US Facility Lender's Applicable Fronting
Percentage for the US Facility, up to but not exceeding the US Facility Fronting
Commitment of such US Facility Lender, and each Lender shall have a
Participation in each such US Facility Advance pursuant to SECTION 2.14 equal in
amount to its Applicable Commitment Percentage times such US Facility Advance;
provided, however, that the US Facility Lenders will not be required and shall
have no obligation to make any US Facility Advance (i) so long as a Default or
an Event of Default has occurred and is continuing or (ii) if the Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided further, however, that immediately after giving effect to each such US
Facility Advance, (x) the US Facility Outstandings shall not exceed the Total US
Facility Commitment and (y) the US Facility Revolving Credit Outstandings plus
Letter of Credit Outstandings shall not exceed the Total US Facility Revolving
Credit Commitment. Within such limits, the US Facility Borrower may borrow,
repay and reborrow US Facility Loans hereunder, on a Business Day, from the
Closing Date until, but (as to borrowings and reborrowings) not including, the
US Facility Revolving Credit Termination Date; provided, however, that (A) no
Eurodollar Rate Loan shall be made which has an Interest Period that extends
beyond the US Facility Revolving Credit Termination Date and (B) each Eurodollar
Rate Loan may be repaid only on the last day of the Interest Period with respect
thereto, unless such prepayment is accompanied by the additional payment, if
any, due under SECTION 6.05. The US Facility Borrower agrees that if at any time
the US Facility Outstandings shall exceed the Total US Facility Commitment or
the US Facility Revolving Credit Outstandings plus Letter of Credit Outstandings
shall exceed the Total US Facility Revolving Credit Commitment, the US Facility
Borrower shall immediately repay a principal amount of the outstanding US
Facility Loans such that, as a result of such reduction, the Total US Facility
Commitment shall equal or exceed the US Facility Outstandings and the Total US
Facility Revolving Credit Commitment shall equal or exceed the US Facility
Revolving Credit Outstandings plus Letter of Credit Outstandings.

         (b) AMOUNTS, ADVANCES AND RATE SELECTION.

                  (i) The principal amount outstanding on any US Facility Loan
         shall be recorded in the US Facility Agent's records in US Dollars,
         based on the amount of any US Facility Advance as reduced from time to
         time by the amount of any principal payments with respect to such US
         Facility Loan. In the event a US Facility Loan is Continued or
         Converted pursuant to SECTION 2.08, such election shall be treated as a
         US





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<PAGE>   56

         Facility Advance for purposes of this SECTION 2.01. There shall be no
         more than ten (10) Eurodollar Rate Loans outstanding at any one time
         under the US Facility.

                  (ii) Other than US Facility Base Rate Refunding Loans, each US
         Facility Loan and each Continuation and Conversion under SECTION 2.08
         shall be (A) in the case of Eurodollar Rate Loans, in an amount not
         less than US $10,000,000 and if greater in integral multiples of US
         $1,000,000, and (B) in the case of US Facility Base Rate Loans in an
         amount not less than US $5,000,000, and, if greater, an integral
         multiple of US $1,000,000.

                  (iii) For each US Facility Advance (other than US Facility
         Base Rate Refunding Loans) an Authorized Representative shall give the
         US Facility Agent (A) at least three (3) Business Days' irrevocable
         telefacsimile notice prior to 10:00 A.M. (New York, New York time) of
         each Eurodollar Rate Loan representing a borrowing or Continuation or
         Conversion hereunder and (B) irrevocable telefacsimile notice of each
         US Facility Base Rate Loan representing a borrowing or Continuation or
         Conversion hereunder prior to 10:00 A.M. (New York, New York time) on
         the day of such proposed US Facility Base Rate Loan. Each such notice
         shall be in the form of a Borrowing Notice in the form attached hereto
         as EXHIBIT D-1, which shall be effective upon receipt by the US
         Facility Agent, and shall specify the Type of Loan, amount of the US
         Facility Advance to be made, the date of borrowing and the Interest
         Period (if a Eurodollar Rate Loan) to be used in the computation of
         interest. Neither the US Facility Agent nor any US Facility Lender
         shall incur any liability to the US Facility Borrower in acting upon
         any notice referred to above which the US Facility Agent believes in
         good faith to have been given by an Authorized Representative of the US
         Facility Borrower or for otherwise acting in good faith, and upon
         funding of US Facility Loans by any US Facility Lender in accordance
         with this Agreement pursuant to any such notice, the US Facility
         Borrower shall have effected US Facility Loans hereunder. A Borrowing
         Notice for a Eurodollar Rate Loan shall be irrevocable, and the US
         Facility Borrower shall be bound to make a borrowing in accordance
         therewith, unless such US Facility Borrower pays to the US Facility
         Lenders such amounts as may be due under SECTION 6.05 for failure of a
         borrowing of a Eurodollar Rate Loan to occur on the date specified
         therefor in the related Borrowing Notice. The duration of the initial
         Interest Period for each US Facility Loan shall be as specified in the
         initial Borrowing Notice. The US Facility Borrower shall have the
         option to elect the duration of any subsequent Interest Periods and to
         Continue or Convert the US Facility Loans in accordance with SECTION
         2.08. If the US Facility Agent does not receive a notice of election of
         the duration of an Interest Period or of the Conversion of a Loan by
         the time prescribed hereby and by SECTION 2.08, the US Facility
         Borrower shall be deemed to have elected to Convert such Loan to or
         Continue such Loan as a US Facility Base Rate Loan until the US
         Facility Borrower notifies the US Facility Agent in accordance with
         SECTION 2.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         US Facility Loans, together with the amount of each US Facility
         Lender's portion of an Advance requested thereunder and the applicable
         interest rate, shall be provided by the US Facility Agent to each US
         Facility Lender by telefacsimile with reasonable promptness, but






                                       50
<PAGE>   57

         (provided the US Facility Agent shall have received such notice by
         10:00 A.M. (New York, New York time), not later than 12:00 noon (New
         York, New York time) on the same day as the US Facility Agent's receipt
         of such notice from the US Facility Borrower.

                  (v) Each US Facility Lender shall, pursuant to the terms and
         subject to the conditions of this Agreement, not later than 12:00 noon
         (New York, New York time) on the date specified for such US Facility
         Advance, make the amount of the US Facility Advance or Advances to be
         made by it on such day available to the US Facility Borrower by
         depositing or transferring the proceeds thereof in US Dollars and in
         Same Day Funds to the US Facility Agent at its Principal Office. The
         amount so received by the US Facility Agent shall, subject to the terms
         of this Agreement, be made available to the US Facility Borrower by
         deposit of the proceeds to an account of such US Facility Borrower
         maintained at the Principal Office or otherwise as shall be directed in
         the applicable Borrowing Notice.

                  (vi) Notwithstanding the foregoing, if a drawing is made under
         any Letter of Credit, such drawing is honored by the Issuing Bank, and
         the US Facility Borrower shall not immediately fully reimburse the
         Issuing Bank on the same Business Day in respect of such drawing from
         other funds available to the US Facility Borrower, (A) provided that
         the conditions to making a US Facility Loan as herein provided shall
         then be satisfied, the US Dollar Equivalent Amount of the Reimbursement
         Obligation arising from such drawing shall be paid to the Issuing Bank
         by the US Facility Agent without the requirement of notice to or from
         the US Facility Borrower from immediately available funds which shall
         be advanced as a US Facility Base Rate Refunding Loan in US Dollars to
         the US Facility Agent at its Principal Office by each US Facility
         Lender under the US Facility in a US Dollar Equivalent Amount equal to
         such US Facility Lender's Applicable Fronting Percentage of such
         Reimbursement Obligation, and (B) if the conditions to making a US
         Facility Loan as herein provided shall not then be satisfied, each of
         the US Facility Lenders shall fund by payment to the US Facility Agent
         (for the benefit of the Issuing Bank) at its Principal Office in
         immediately available funds in US Dollars the purchase from the Issuing
         Bank of its respective Participation in the related Reimbursement
         Obligation based on its respective Applicable Fronting Percentage of
         the Total Letter of Credit Commitment. If a drawing is presented under
         any Letter of Credit in accordance with the terms thereof and the US
         Facility Borrower shall not immediately reimburse the Issuing Bank in
         respect thereof on the same Business Day, then notice of such drawing
         or payment shall be provided promptly by the Issuing Bank to the US
         Facility Agent and the US Facility Agent shall provide notice to each
         US Facility Lender by telephone or telefacsimile transmission. If
         notice to the US Facility Lenders of a drawing under any Letter of
         Credit is given by the US Facility Agent at or before 12:00 noon (New
         York, New York time) on any Business Day, each US Facility Lender shall
         either make a US Facility Base Rate Refunding Loan or fund the purchase
         of its Participation as specified above in the US Dollar Equivalent
         Amount of such US Facility Lender's Applicable Fronting Percentage of
         such drawing or payment and shall pay such amount to the US Facility
         Agent for the account of the Issuing Bank at the Principal Office in US
         Dollars and in immediately available funds before 4:00 P.M. (New York,





                                       51
<PAGE>   58

         New York time) on the same Business Day. If such notice to the US
         Facility Lenders is given by the Agent after 12:00 noon (New York, New
         York time) on any Business Day, each US Facility Lender shall either
         make such US Facility Base Rate Refunding Loan or fund such purchase
         before 12:00 noon (New York, New York time) on the next following
         Business Day.

         2.02 PAYMENT OF INTEREST.

         (a) The US Facility Borrower shall pay interest to the US Facility
Agent for the account of each US Facility Lender on the outstanding and unpaid
principal amount of each US Facility Loan made by such US Facility Lender for
the period commencing on the date of such US Facility Loan until such Loan shall
be paid, Continued or Converted, as the case may be, at the then applicable US
Facility Base Rate for US Facility Base Rate Loans or applicable Eurodollar Rate
for Eurodollar Rate Loans, such payments to be made in US Dollars; provided,
however, that if any Event of Default shall have occurred and be continuing, all
amounts outstanding hereunder shall bear interest thereafter at the Default
Rate.

         (b) Interest on each US Facility Loan shall be computed on the basis of
a year of 360 days and calculated for the actual number of days elapsed.
Interest on each US Facility Loan shall be paid (i) quarterly in arrears on the
last Business Day of each fiscal quarter, commencing September 30, 2000, for
each US Facility Base Rate Loan, (ii) on the last day of the applicable Interest
Period for each Eurodollar Rate Loan and, if the Interest Period extends for
more than three months, also at intervals of three months after the first day of
the Interest Period and (iii) upon payment in full of the principal amount of
each such Loan. Interest on amounts not paid when due shall be payable on
demand.

         2.03 PAYMENT OF PRINCIPAL. Except as set forth in SECTION 2.13 with
respect to US Facility Term Loans, the principal amount of each US Facility Loan
shall be due and payable to the US Facility Agent for the benefit of each US
Facility Lender in full on the US Facility Revolving Credit Termination Date.
The principal amount of any US Facility Base Rate Loan may be prepaid in whole
or in part at any time. The principal amount of any Eurodollar Rate Loan may be
prepaid only at the end of the applicable Interest Period unless the US Facility
Borrower shall pay to the US Facility Agent for the account of the US Facility
Lenders the additional amount, if any, required under SECTION 6.05. All
prepayments of US Facility Loans made by the US Facility Borrower shall be in
the amount of (i) US $10,000,000, or (ii) such greater amount which is an
integral multiple of US $1,000,000, or (iii) the amount equal to all US Facility
Outstandings, or (iv) such other amount as necessary to comply with SECTION
2.01(A) or 2.07.

         2.04 MANNER OF PAYMENT.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of US Facility Loans, and any other amount required
to be paid to the US Facility Lenders or the Issuing Bank with respect to the US
Facility Loans, Letters of Credit or Reimbursement Obligations, shall be made to
the US Facility Agent at its Principal Office, for the account of each US
Facility Lender's or the Issuing Bank's Applicable Lending Office,






                                       52
<PAGE>   59

respectively. Each such payment shall be made in US Dollars and in Same Day
Funds before 12:00 noon (New York, New York time) on the date such payment is
due. The US Facility Agent may, but shall not be obligated to, debit the amount
of any such payment which is not made by such time to any ordinary deposit
account, if any, of the US Facility Borrower with the US Facility Agent. The US
Facility Borrower shall give the US Facility Agent prior telephonic notice of
any payment of principal, such notice to be given by not later than 11:00 A.M.
(New York, New York time), on the date of such payment.

         (b) The US Facility Agent shall deem any payment by or on behalf of the
US Facility Borrower hereunder that is not made both (i) in US Dollars and in
Same Day Funds and (ii) prior to 12:00 noon (New York, New York time) to be a
non-conforming payment. Any such payment shall not be deemed to be received by
the US Facility Agent until the later of (x) the time such funds become
available funds and (y) the next Business Day. The US Facility Agent shall give
prompt telephonic notice to the applicable Authorized Representative and each of
the US Facility Lenders (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of
Default in accordance with the terms of SECTION 11.01(A) and 11.01(B). Interest
shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the
period from the date of such payment to the next succeeding Business Day) at the
Default Rate or the maximum rate permitted by applicable law, whichever is
lower, from the date such amount was due and payable until the date such amount
is paid in full.

         (c) In the event that any payment hereunder or under the US Facility
Loans becomes due and payable on a day other than a Business Day, then such due
date shall be extended to the next succeeding Business Day unless otherwise
provided under clause (ii) of the definition of "Interest Period"; provided that
interest shall continue to accrue during the period of any such extension.

         2.05 EVIDENCE OF INDEBTEDNESS. The US Facility Borrower hereby
authorizes each US Facility Lender and the US Facility Agent to record, from
time to time, in its records, the date and amount of each US Facility Loan; the
interest rates payable by the US Facility Borrower in respect of each US
Facility Loan and any Interest Period applicable thereto; the dates and amounts
of all payments received by such US Facility Lender on account of principal,
interest and fees; and the amount of all US Facility Loans which remain payable
by the US Facility Borrower to such US Facility Lender. All amounts and other
information so recorded shall be prima facie evidence thereof. The failure to
record, or any error in recording, any such amount or other information shall
not limit or impair the obligations of the US Facility Borrower hereunder or
under any Loan Document.

         2.06 PRO RATA PAYMENTS . Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the US Facility Loans and
Reimbursement Obligations as to which the US Facility Lenders have funded their
respective Participations which remain outstanding shall be made to the US
Facility Agent for the account of the US Facility Lenders pro rata based on
their Applicable Fronting Percentages for the US Facility, (b) all payments to
be made by the US Facility Borrower for the account of each of the US Facility
Lenders on account of principal, interest and fees shall be made without
diminution, set-off, recoupment,





                                       53
<PAGE>   60

counterclaim or, except as set forth in SECTION 6.06(a) hereof, deduction, and
(c) the US Facility Agent will promptly distribute payments received to the US
Facility Lenders and to the Issuing Bank, as applicable. Notwithstanding the
foregoing, in the event any US Facility Lender shall not be able to make an
Eurodollar Rate Loan under the circumstances provided in SECTION 6.01 or 6.03,
interest shall be allocated to such US Facility Lender according to the interest
rate payable to such US Facility Lender as set forth in SECTION 6.04.

         2.07 REDUCTIONS. The US Facility Borrower shall, by notice from an
Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the US Facility Agent, effective upon receipt,
to reduce the Total US Facility Commitment. The US Facility Agent shall give
each US Facility Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate amount of US $10,000,000 or such greater amount which
is in an integral multiple of US $1,000,000, or the entire remaining Total US
Facility Commitment, and shall permanently reduce the Total US Facility
Commitment. No such reduction shall result in the payment of any Eurodollar Rate
Loan other than on the last day of the Interest Period of such Loan unless such
prepayment is accompanied by amounts due, if any, under SECTION 6.05. Each such
reduction of the Total US Facility Commitment shall be accompanied by payment of
the principal amount of US Facility Loans to the extent that the US Facility
Outstandings exceed the Total US Facility Commitment, or the US Facility
Revolving Credit Outstandings plus Letter of Credit Outstandings exceed the
Total US Facility Revolving Credit Commitment, after giving effect to such
reduction, together with accrued and unpaid interest on the amounts prepaid.

         2.08 CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Subject
to the limitations set forth below and in ARTICLE VI hereof, the US Facility
Borrower may:

         (a) upon notice to the US Facility Agent on or before 10:00 A.M. (New
York, New York time) on any Business Day, Convert all or a part of Eurodollar
Rate Loans to US Facility Base Rate Loans under the US Facility on the last day
of the Interest Period for such Eurodollar Rate Loans; and

         (b) provided that no Default or Event of Default shall have occurred
and be continuing, upon three (3) Business Days' notice to the US Facility Agent
on or before 10:00 A.M. (New York, New York time):

                  (i) elect a subsequent Interest Period for all or a portion of
         Eurodollar Rate Loans under the US Facility to begin on the last day of
         the then current Interest Period for such Eurodollar Rate Loans; and

                  (ii) Convert US Facility Base Rate Loans to Eurodollar Rate
         Loans under the US Facility on any Business Day.

         Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or Conversion and the Interest Period to be applicable to
the US Facility Loan as Continued or





                                       54
<PAGE>   61

Converted. Each Continuation and Conversion pursuant to this SECTION 2.08 shall
be subject to the limitations on Eurodollar Rate Loans set forth in the
definition of "Interest Period" herein and in SECTIONS 2.01 and 2.03 and ARTICLE
VI hereof. All such Continuations or Conversions of US Facility Loans shall be
effected pro rata based on the Applicable Fronting Percentages of the US
Facility Lenders for the US Facility.

         2.09 FACILITY FEE. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total US Facility Commitment. Such payments
of Facility Fees provided for in this SECTION 2.09 shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December beginning September 30, 2000 to and on the Total Facility Termination
Date. Notwithstanding the foregoing, so long as any US Facility Lender fails to
make available any portion of its US Facility Fronting Commitment when properly
requested by the US Facility Borrower, such US Facility Lender shall not be
entitled to receive payment of its pro rata share of such Facility Fee until
such US Facility Lender shall make available such portion. Such Facility Fee
shall be calculated on the basis of a year of 360 days for the actual number of
days elapsed.

         2.10 DEFICIENCY ADVANCES; FAILURE TO PURCHASE PARTICIPATIONS. No US
Facility Lender shall be responsible for any default of any other US Facility
Lender in respect to such other US Facility Lender's obligation to make any US
Facility Loan hereunder or to fund its purchase of any Participation hereunder
nor shall the US Facility Fronting Commitment or Letter of Credit Commitment of
any US Facility Lender or the US Facility Commitment of any Lender be increased
as a result of such default of any other US Facility Lender. Without limiting
the generality of the foregoing, in the event any US Facility Lender shall fail
to advance funds to the US Facility Borrower as herein provided, the US Facility
Agent may in its discretion, but shall not be obligated to, make a US Facility
Advance hereunder as a US Facility Lender of all or any portion of such amount
or amounts (each, a "deficiency advance") and shall thereafter be entitled to
payments of principal of and interest on such deficiency advance in the same
manner and at the same interest rate or rates to which such other US Facility
Lender would have been entitled had it made such advance hereunder; provided
that, upon payment to the US Facility Agent from such other US Facility Lender
of the entire outstanding amount of each such deficiency advance, together with
accrued and unpaid interest thereon, from the most recent date or dates interest
was paid to the US Facility Agent by the US Facility Borrower on each US
Facility Loan comprising the deficiency advance, at the interest rate per annum
for overnight borrowing by the US Facility Agent from the Federal Reserve Bank,
then such payment shall be credited against the applicable US Facility Loan of
the US Facility Agent in full payment of such deficiency advance and the US
Facility Borrower shall be deemed to have borrowed the amount of such deficiency
advance from such other US Facility Lender as of the most recent date or dates,
as the case may be, upon which any payments of interest were made by the US
Facility Borrower thereon. In the event any US Facility Lender shall fail to
fund its purchase of a Participation after notice from the US Facility Agent,
such US Facility Lender shall pay to the Issuing Bank such amount on demand,
together with interest at the Federal Funds Effective Rate on the amount so due
from the date of such notice to the date such purchase price is received by the
Issuing Bank.




                                       55
<PAGE>   62

         2.11 USE OF PROCEEDS. The proceeds of the US Facility Loans made
pursuant to the US Facility hereunder shall be used by the US Facility Borrower
to finance capital expenditures and Permitted Acquisitions and for other working
capital and general corporate needs of the Company and its Subsidiaries,
including commercial paper backup liquidity..

         2.12 US FACILITY EXTENSION.

         (a) With the unanimous consent of all Lenders under the Total
Facilities, at each US Facility Revolving Credit Extension Date the US Facility
Borrower can elect to extend the US Facility Revolving Credit Termination Date
for an additional period of 364 days with respect to the Total US Facility
Commitment as at such US Facility Revolving Credit Extension Date; provided,
however, that in no event shall the US Facility Revolving Credit Termination
Date be extended beyond the Total Facility Termination Date.

         (b) The US Facility Borrower shall notify the Lenders of its request
for such an extension by delivering to the US Facility Agent and the Global
Agent notice of such request signed by an Authorized Representative not more
than sixty (60) days nor less than forty-five (45) days prior to the applicable
US Facility Revolving Credit Extension Date. Notice of receipt of such request
shall be provided by the US Facility Agent to the US Facility Lenders and to
each other Facility Agent, who shall in turn provide notice of such request to
the respective Lenders in each such Facility. The Global Agent shall notify the
US Facility Borrower in writing not later than twenty-one (21) days prior to the
applicable US Facility Revolving Credit Extension Date of the decision of the
Lenders. Failure by any Lender to respond to a request for an extension shall
constitute a refusal of such Lender to give its consent to such extension, and
the US Facility Revolving Credit Termination Date shall not be extended. Failure
by the Global Agent to give such notice to the US Facility Borrower as a result
of not receiving the consent of all Lenders to such extension shall constitute
refusal by the Lenders to extend the US Facility Revolving Credit Termination
Date.

         (c) If on any US Facility Revolving Credit Extension Date the US
Facility Borrower does not so elect to extend the US Facility Revolving Credit
Termination Date then in effect, or if all Lenders under the Total Facilities do
not unanimously consent to such extension, then as of such US Facility Revolving
Credit Termination Date, (i) in addition to any reduction required under SECTION
2.13 hereof, the Total US Facility Commitment as at such date shall be
permanently reduced to an amount equal to the US Facility Term Loan
Outstandings, if any, (ii) the Total US Facility Revolving Credit Commitment
shall be reduced to zero, and (iii) subject to the provisions of SECTION 2.13
hereof, all US Facility Revolving Credit Outstandings plus Letter of Credit
Outstandings shall be due and payable in full; except for the undrawn portion of
Letters of Credit that have been fully cash collateralized in a manner
consistent with the terms OF SECTION 11.01(C).

         2.13 US TERM LOAN OPTION.

         (a) So long as no Default or Event of Default exists, at each US
Facility Revolving Credit Extension Date occurring prior to the US Facility Term
Loan Termination Date, the US




                                       56
<PAGE>   63

Facility Borrower may elect to convert any or all US Facility Revolving Credit
Outstandings as of such US Facility Revolving Credit Extension Date into a term
loan on such date in the original principal amount equal to such US Facility
Revolving Credit Outstandings. US Facility Loans so converted by the US Facility
Borrower in accordance with this SECTION 2.13 shall be referred to as the "US
Facility Term Loans." Upon such conversion, the Total US Facility Commitment
shall be reduced to the amount of the US Facility Term Loan Outstandings on such
date. The US Facility Term Loans shall be repaid in equal quarterly installments
based on a four (4) year amortization schedule on the first Business Day of each
November, February, May, and August, commencing with the first such date after
the most recent US Facility Revolving Credit Extension Date and continuing until
and including a final payment of all US Facility Term Loan Outstandings on the
US Facility Term Loan Termination Date. The US Facility Term Loans may be
comprised of US Facility Base Rate Loans and Eurodollar Rate Loans as the US
Facility Borrower may elect in accordance with the provisions of this ARTICLE
II. The US Facility Term Loans shall bear interest at a rate equal to (i) the
same terms as the US Facility Loans prior to the conversion to US Facility Term
Loans plus the Term Loan Premium then applicable until the initial Continuation
or Conversion thereof pursuant to SECTION 2.08 hereof and (ii) the Applicable
Rate for either US Facility Base Rate Loans or Eurodollar Rate Loans, as
selected by the Borrower, plus the Term Loan Premium applicable from time to
time, at all times after the initial Continuation or Conversion thereof. Amounts
repaid or prepaid on the US Facility Term Loans may not be reborrowed, and the
Total US Facility Commitment shall be permanently reduced by any such amounts.

         (b) If on any US Facility Revolving Credit Extension Date the US
Facility Borrower does not so elect to convert all or a portion of US Facility
Revolving Credit Outstandings as of such date to US Facility Term Loans as
described in (a) above, then on the US Facility Revolving Credit Termination
Date then in effect, (i) all US Facility Revolving Credit Outstandings as of
such date which are not so converted shall be due and payable in full on the US
Facility Revolving Credit Termination Date then in effect except for the undrawn
portion of Letters of Credit that have been fully cash collateralized in a
manner consistent with the terms of SECTION 11.01(C), and (ii) in addition to
any reduction required under SECTION 2.12 hereof, the Total US Facility
Commitment as at such US Facility Revolving Credit Extension Date shall be
permanently reduced by an amount equal to the US Facility Revolving Credit
Outstandings as at such date which are not so converted.

         2.14 PARTICIPATIONS. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a US Facility Lender
if necessary) will be deemed to have absolutely, irrevocably and unconditionally
purchased from each US Facility Lender a Participation in US Facility
Outstandings owing to such US Facility Lender (including in such US Facility
Outstandings all Participations of such US Facility Lender in Reimbursement
Obligations) in an amount such that, after such purchase, each Lender will have
a Facility Credit Exposure under the US Facility equal in amount to its
Applicable Commitment Percentage multiplied by the US Facility Outstandings
(referred to as the "Facility Participation Amount" for such Lender in the US
Facility). Each such Participation of each Lender in the US Facility shall be
funded in accordance with SECTION 11.07.






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                                   ARTICLE IIA

                          US Facility Letters of Credit

         2A.01 LETTERS OF CREDIT. (a) The Issuing Bank agrees, subject to the
terms and conditions of this Agreement and in reliance upon the agreements of
the other US Facility Lenders set forth in this ARTICLE IIA and in SECTION 2.01,
upon request of the US Facility Borrower to issue from time to time for the
account of the US Facility Borrower Letters of Credit in a Letter of Credit
Currency upon delivery to the Issuing Bank of an Application and Agreement for
Letter of Credit relating thereto in form and content acceptable to the Issuing
Bank; provided, that (i) the Issuing Bank shall not be obligated to, and shall
not, issue (or renew) any Letter of Credit if it has been notified by the US
Facility Agent or has actual knowledge that a Default or Event of Default has
occurred and is continuing, (ii) the Letter of Credit Outstandings shall not
exceed the Total Letter of Credit Commitment and (iii) no Letter of Credit shall
be issued (or renewed) if, after giving effect thereto, either (A) the Letter of
Credit Outstandings plus US Revolving Credit Facility Outstandings would exceed
the Total US Facility Revolving Credit Commitment or (B) US Facility
Outstandings would exceed the Total US Facility Commitment. No Letter of Credit
shall have an expiry date (including all rights of the US Facility Borrower or
any beneficiary named in such Letter of Credit to require renewal) or payment
date occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the then applicable Total Facility
Termination Date; provided that if any Letter of Credit is issued with an expiry
date (including all rights of the US Facility Borrower or any beneficiary named
in such Letter of Credit to require renewal) or payment occurring later than the
then applicable US Facility Revolving Credit Termination Date, then such Letter
of Credit Outstandings shall be cash collateralized in a manner consistent with
the requirements of SECTION 11.01(C) on or prior to the US Facility Revolving
Credit Termination Date.

         (b) Each request for a Letter of Credit in an Offshore Currency shall
constitute the US Borrower's request for a Letter of Credit of the US Dollar
Equivalent Amount of the amount of the Offshore Currency specified in the
request for a Letter of Credit. The stated amount available for drawing under
any Letter of Credit issued in an Offshore Currency shall be recorded in the
Issuing Bank's records in US Dollars as if the Letter of Credit had been issued
in US Dollars in the US Dollar Equivalent Amount of such Letter of Credit, as
such amount may be adjusted as provided in SECTION 2A.01(c), (d) or (e). For the
purposes of determining the maximum amount of Letter of Credit Outstandings
hereunder, it is intended by the parties that all Letters of Credit shall be the
functional equivalent of Letters of Credit made and repaid in US Dollars and
shall be included in such determination based on their US Dollar Equivalent
Amount as determined from time to time as set forth herein. The US Facility
Agent shall maintain records (based upon information furnished by the Issuing
Bank) sufficient to identify at any time the Spot Rate of Exchange with respect
to each Letter of Credit issued in an Offshore Currency.

         (c) In the event a Letter of Credit issued in an Offshore Currency is
for a term exceeding one (1) month, the US Dollar Equivalent Amount of the
corresponding Letter of Credit Outstandings shall be recalculated as of the last
Business Day of each calendar month and





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the US Facility Agent shall notify the US Facility Borrower and the US Facility
Lenders of the new Spot Rate of Exchange as of such Business Day for such Letter
of Credit. The US Facility Agent shall apply such new Spot Rate of Exchange to
determine the new US Dollar Equivalent Amount of such Letter of Credit as of
such Business Day and shall adjust its record of the Letter of Credit
Outstandings. In the event that such adjustment with respect to a Letter of
Credit causes (x) the Letter of Credit Outstandings plus US Revolving Credit
Facility Outstandings to exceed the Total US Facility Revolving Credit
Commitment or (y) the US Facility Outstandings to exceed the Total US Facility
Commitment, the US Facility Borrower shall immediately repay (a "Rate Adjustment
Payment") the portion of US Facility Loans necessary to ensure that, giving
effect to the new Spot Rate of Exchange for such Letter(s) of Credit, (A) the
sum of Letter of Credit Outstandings plus US Revolving Credit Facility
Outstandings does not exceed the Total US Facility Revolving Credit Commitment
and (B) US Facility Outstandings do not exceed the Total US Facility Commitment;
provided, however, the US Facility Borrower shall not be required to pay any
additional compensation pursuant to SECTION 6.05 with respect to a Rate
Adjustment Payment if such Rate Adjustment Payment is made immediately upon the
effective date giving rise to such Rate Adjustment Payment and no notice of such
Rate Adjustment Payment shall be required. In the event that such adjustment
with respect to a Letter of Credit does not violate either of the foregoing
clauses 2A.01(c)(x) or (y) but does cause the total US Dollar Equivalent Amount
of Letter of Credit Outstandings to exceed the Total Letter of Credit
Commitment, the US Facility Borrower shall immediately deposit US Dollars in
cash (or other immediately available funds acceptable to the US Facility Agent)
with the US Facility Agent, in the amount of the Letter of Credit Outstandings
which cause such violation, as collateral security for the repayment of any
future drawings or repayments under such Letters of Credit and such amounts
shall be held by the US Facility Agent pursuant to the terms of the LC Account
Agreement.

         (d) In the event that a Letter of Credit issued in an Offshore Currency
is drawn upon, the Spot Rate of Exchange applicable to such Letter of Credit
shall be adjusted to be the Spot Rate of Exchange for the date of such drawing
and the amount of the corresponding Letter of Credit Outstandings shall be
recalculated as of the date of such drawing only for the purposes of repayment
of Reimbursement Obligations and determining the US Dollar Equivalent Amount of
such Letter of Credit.

         (e) Without limiting the foregoing provisions of this SECTION 2A.01, in
the event any Letter of Credit is issued in euro, the provisions in SECTION 6.09
applicable to the euro shall be applicable to such Letter of Credit.

         2A.02 REIMBURSEMENT AND PARTICIPATIONS.

         (a) The US Facility Borrower hereby unconditionally agrees to pay to
the Issuing Bank immediately on demand on the same Business Day at (i) the
Principal Office of the US Facility Agent in the case of Letters of Credit
issued in US Dollars and (ii) the Funding Bank in the case of Letters of Credit
issued in an Offshore Currency all amounts required to pay all drafts drawn or
purporting to be drawn under the Letters of Credit and all reasonable expenses
incurred by the Issuing Bank in connection with the Letters of Credit, and in
any event and without demand to place in possession of the Issuing Bank (which
shall include US Facility Base Rate





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<PAGE>   66

Refunding Loans if permitted by SECTION 2.01) sufficient funds to pay all debts
and liabilities arising under any Letter of Credit. The Issuing Bank agrees to
give the US Facility Borrower prompt notice of any request for a draw under a
Letter of Credit. The Issuing Bank may charge any account the US Facility
Borrower may have with it for any and all amounts the Issuing Bank pays under a
Letter of Credit, plus charges and reasonable expenses as from time to time
agreed to by the Issuing Bank and the US Facility Borrower; provided that to the
extent permitted by SECTION 2.01(b)(vi), amounts shall be paid pursuant to US
Facility Base Rate Refunding Loans. The US Facility Borrower agrees to pay the
Issuing Bank interest on any Reimbursement Obligations not paid when due
hereunder at the Default Rate.

         (b) The Issuing Bank shall promptly notify the US Facility Agent of any
Letter of Credit issued by the Issuing Bank. In accordance with the provisions
of SECTION 2.01(b)(vi), the Issuing Bank shall notify the US Facility Agent of
any drawing under any Letter of Credit promptly following the receipt by the
Issuing Bank of such drawing.

         (c) Each US Facility Lender (other than the Issuing Bank) shall
automatically acquire on the date of issuance thereof, a Participation in the
liability of the Issuing Bank in respect of each Letter of Credit in an amount
equal to such Lender's Applicable Fronting Percentage of such liability, and to
the extent that the US Facility Borrower is obligated to pay the Issuing Bank
under SECTION 2A.02(a), each US Facility Lender (other than the Issuing Bank)
thereby shall absolutely, unconditionally and irrevocably assume, and shall be
unconditionally obligated to pay to the Issuing Bank, its Applicable Fronting
Percentage of the liability of the Issuing Bank under such Letter of Credit in
the manner and with the effect provided in SECTION 2.01(b)(vi).

         (d) Simultaneously with the making of each payment by a US Facility
Lender to the Issuing Bank pursuant to SECTION 2.01(b)(vi)(B), such US Facility
Lender shall, automatically and without any further action on the part of the
Issuing Bank or such US Facility Lender, acquire a Participation in an amount
equal to such payment (excluding the portion thereof constituting interest
accrued prior to the date the US Facility Lender made its payment) in the
related Reimbursement Obligation of the US Facility Borrower. Each US Facility
Lender's obligation to make payment to the US Facility Agent for the account of
the Issuing Bank pursuant to SECTION 2.01(b)(vi) and SECTION 2A.02(c), and the
right of the Issuing Bank to receive the same, shall be absolute and
unconditional, shall not be affected by any circumstance whatsoever and shall be
made without any offset, abatement, withholding or reduction whatsoever. In the
event the US Facility Lenders have purchased Participations in any Reimbursement
Obligation as set forth above, then at any time payment (in fully collected,
immediately available funds) of such Reimbursement Obligation, in whole or in
part, is received by the Issuing Bank from the US Facility Borrower, the Issuing
Bank shall promptly pay to each US Facility Lender an amount equal to its
Applicable Fronting Percentage of such payment from the US Facility Borrower.

         (e) Promptly following the end of each calendar month, the Issuing Bank
shall deliver to the US Facility Agent a notice describing the aggregate undrawn
amount of all Letters of Credit at the end of such month, including with respect
to Letters of Credit issued in an Offshore Currency, the date of issuance
thereof and the applicable Offshore Currency. The US Facility Agent shall
deliver to each US Facility Lender a report on a monthly basis of the





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aggregate Letter of Credit Outstandings at the end of each calendar month
determined based on the applicable Spot Rate of Exchange at such date. Upon the
request of any US Facility Lender from time to time, the Issuing Bank shall
deliver to the US Facility Agent, and the US Facility Agent shall deliver to
such US Facility Lender, any other information reasonably requested by such US
Facility Lender with respect to each Letter of Credit outstanding.

         (f) The issuance by the Issuing Bank of each Letter of Credit shall, in
addition to the conditions precedent set forth in ARTICLE VII, be subject to the
conditions that (x) such Letter of Credit be in such form and contain such terms
as shall be reasonably satisfactory to the Issuing Bank consistent with the then
current practices and procedures of the Issuing Bank with respect to similar
letters of credit, (y) the issuance of such Letter of Credit shall not violate
any policy of the Issuing Bank, and (z) the US Facility Borrower shall have
executed and delivered such other instruments and agreements relating to such
Letters of Credit as the Issuing Bank shall have reasonably requested consistent
with such practices and procedures and shall not be in conflict with any of the
express terms herein contained. Unless otherwise expressly agreed by the Issuing
Bank and the US Facility Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

         (g) The US Facility Borrower agrees that the Issuing Bank may, in its
sole discretion, accept or pay, as complying with the terms of any Letter of
Credit, any drafts or other documents otherwise in order which may be signed or
issued by an administrator, executor, trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver, attorney-in-fact or other legal representative of a party who is
authorized under such Letter of Credit to draw or issue any drafts or other
documents.

         (h) Without limiting the generality of the provisions of SECTION 13.10,
the US Facility Borrower hereby agrees to indemnify and hold harmless the
Issuing Bank, each other US Facility Lender and the US Facility Agent from and
against any and all claims and damages, losses, liabilities, reasonable costs
and expenses which the Issuing Bank, such other US Facility Lender or the US
Facility Agent may incur (or which may be claimed against the Issuing Bank, such
other US Facility Lender or the US Facility Agent) by any Person by reason of or
in connection with the issuance or transfer of or payment or failure to pay
under any Letter of Credit; provided that the US Facility Borrower shall not be
required to indemnify the Issuing Bank, any other US Facility Lender or the US
Facility Agent for any claims, damages, losses, liabilities, costs or expenses
to the extent, but only to the extent, (i) caused by the willful misconduct or
gross negligence of the party to be indemnified or (ii) caused by the failure of
the Issuing Bank to pay under any Letter of Credit after the presentation to it
of a request for payment strictly complying with the terms and conditions of
such Letter of Credit, unless such payment is prohibited by any law, regulation,
court order or decree. The indemnification and hold harmless provisions of this






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SECTION 2A.02(h) shall survive repayment of the Obligations, occurrence of the
US Facility Revolving Credit Termination Date, the Total Facility Repayment Date
and expiration or termination of this Agreement.

         (i) Without limiting US Facility Borrower's rights as set forth in
SECTION 2A.02(h), the obligation of the US Facility Borrower to immediately
reimburse the Issuing Bank for drawings made under Letters of Credit and the
Issuing Bank's right to receive such payment shall be absolute, unconditional
and irrevocable, and such obligations of the US Facility Borrower shall be
performed strictly in accordance with the terms of this Agreement and such
Letters of Credit and the related Application and Agreement for any Letter of
Credit, under all circumstances whatsoever, including the following
circumstances:

                  (i) any lack of validity or enforceability of the Letter of
         Credit, the obligation supported by the Letter of Credit or any other
         agreement or instrument relating thereto (collectively, the "Related LC
         Documents");

                  (ii) any amendment or waiver of or any consent to or departure
         from all or any of the Related LC Documents;

                  (iii) the existence of any claim, setoff, defense (other than
         the defense of payment in accordance with the terms of this Agreement)
         or other rights which the US Facility Borrower may have at any time
         against any beneficiary or any transferee of a Letter of Credit (or any
         Persons for whom any such beneficiary or any such transferee may be
         acting), the US Facility Agent, the US Facility Lenders, the Issuing
         Bank or any other Person, whether in connection with the Loan
         Documents, the Related LC Documents or any unrelated transaction;

                  (iv) any breach of contract or other dispute between the US
         Facility Borrower and any beneficiary or any transferee of a Letter of
         Credit (or any Persons for whom such beneficiary or any such transferee
         may be acting), the US Facility Agent, the US Facility Lenders or any
         other Person;

                  (v) any draft, statement or any other document presented under
         the Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever so long as any such document
         appeared to comply with the terms of the Letter of Credit;

                  (vi) the existence, character, quality, quantity, condition,
         value, or delivery (including the time, place, manner or order thereof)
         of property described or purportedly described in documents presented
         in connection with any Letter of Credit or the existence, nature or
         extent of any insurance relating thereto;

                  (vii) any delay, extension of time, renewal, compromise or
         other indulgence or modification granted or agreed to by the US
         Facility Agent, with or without notice to or approval by the US
         Facility Borrower in respect of any of the Obligations; or




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                  (viii) any other circumstance or happening whatsoever where
         the Issuing Bank has acted in good faith, whether or not similar to any
         of the foregoing.

         2A.03 GOVERNMENTAL ACTION. The Issuing Bank shall be under no
obligation to issue any Letter of Credit if any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit, or any law
applicable to the Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon the Letter of Credit any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the Issuing Bank in good
faith deems material to it.

         2A.04 LETTER OF CREDIT FACILITY FEES. The US Facility Borrower shall
pay to the US Facility Agent, for the pro rata benefit of the US Facility
Lenders based on their Applicable Fronting Percentages, a fee on the US Dollar
Equivalent Amount of the aggregate amount available to be drawn on each
outstanding Letter of Credit at a rate equal to the Applicable Margin for Fixed
Rate Loans under the US Facility. Such fees shall be due and payable with
respect to each Letter of Credit quarterly in arrears on the last day of each
March, June, September and December, the first such payment to be made on the
first such date occurring after the date of issuance of a Letter of Credit.

         2A.05 LETTER OF CREDIT FRONTING AND ADMINISTRATIVE FEES. The US
Facility Borrower shall pay to the Issuing Bank a fronting fee of 0.075% per
annum on the initial aggregate US Dollar Equivalent Amount available to be drawn
on each outstanding Letter of Credit, such fee to be due and payable in full
monthly in arrears on the last Business Day of each calendar month with respect
to each Letter of Credit issued or renewed during such calendar month. The US
Facility Borrower shall also pay to the Issuing Bank such administrative fee and
other fees, if any, in connection with the Letters of Credit in such amounts and
at such times as the Issuing Bank and the US Facility Borrower shall agree from
time to time.






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                                   ARTICLE III

                                 The UK Facility

         3.01 ADVANCES

         (a) COMMITMENT. Subject to the terms and conditions of this Agreement,
each UK Facility Lender severally agrees to make, on behalf of all the Lenders,
UK Facility Advances in British Pounds Sterling, French Francs or euro (as
specified in a Borrowing Notice) to the UK Facility Borrower requesting such UK
Facility Advance, as the case may be, as specified in such Borrowing Notice,
from time to time from the Closing Date until the Total Facility Termination
Date, on a pro rata basis as to the total borrowing requested by such UK
Facility Borrower on any day determined by such UK Facility Lender's Applicable
Fronting Percentage for UK Facility, up to but not exceeding (i) in the case of
Advances in British Pounds Sterling, the British Pounds Sterling Fronting
Commitment of such UK Facility Lender, (ii) in the case of Advances in French
Francs or euro, the UK Facility Alternative Currency Fronting Commitment of such
UK Facility Lender, and each Lender shall have a Participation in each such UK
Facility Advance pursuant to SECTION 3.13 equal in amount to its Applicable
Commitment Percentage times such UK Facility Advance; provided, however, that
the UK Facility Lenders will not be required and shall have no obligation to
make any UK Facility Advance (A) so long as a Default or an Event of Default has
occurred and is continuing or (B) if the Lenders have accelerated the maturity
of the Obligations as a result of an Event of Default; provided further,
however, that immediately after giving effect to each such UK Facility Advance,
(x) the UK Facility Outstandings shall not exceed the Total UK Facility
Commitment, and (y) the sum of the French Franc Outstandings plus the euro
Outstandings shall not exceed the Total UK Alternative Currency Commitment.
Within such limits, the UK Facility Borrowers may borrow, repay and reborrow UK
Facility Loans hereunder, on a Business Day, from the Closing Date until, but
(as to borrowings and reborrowings) not including, the Total Facility
Termination Date; provided, however, that the aggregate principal amount
outstanding to any UK Facility Borrower shall not at any time exceed its UK
Facility Maximum Amount; and provided further, however, that (i) no Offshore
Rate Loan shall be made which has an Interest Period that extends beyond the
Total Facility Termination Date and (ii) each Offshore Rate Loan may be repaid
only on the last day of the Interest Period with respect thereto, unless such
payment is accompanied by the additional payment, if any, due under SECTION
6.05. The UK Facility Borrowers agree that if at any time the UK Facility
Outstandings shall exceed the Total UK Facility Commitment, or the sum of the
French Franc Outstandings plus the euro Outstandings shall exceed the Total UK
Alternative Currency Commitment, the UK Facility Borrowers shall immediately
repay a principal amount of the outstanding UK Facility Loans such that, as a
result of such reduction, the Total UK Facility Commitment shall equal or exceed
the UK Facility Outstandings, and the Total UK Alternative Currency Commitment
shall equal or exceed the sum of the French Franc Outstandings plus the euro
Outstandings.

         (b) AMOUNTS, ADVANCES AND RATE SELECTION.



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                  (i) The principal amount outstanding on any UK Facility Loan
         shall be recorded in the UK Facility Agent's records in British Pounds
         Sterling in the case of a UK Facility Advance of British Pounds
         Sterling, in French Francs in the case of a UK Facility Advance of
         French Francs, and in euro in the case of a UK Facility Advance of
         euro, in each case based on the amount of any UK Facility Advance as
         reduced from time to time by the amount of any principal payments with
         respect to such UK Facility Advance. In the case of a UK Facility
         Advance of French Francs or euro, the UK Facility Agent shall also
         record the principal amount outstanding on any such UK Facility Loan in
         British Pounds Sterling, based on the Sterling Equivalent Amount of
         such UK Facility Advance determined based on the Spot Rate of Exchange
         as of the date of such Advance, as reduced from time to time by any
         principal payments with respect thereto. In the event a UK Facility
         Loan is Continued pursuant to SECTION 3.08, such election shall be
         treated as a UK Facility Advance in the Applicable Currency of the
         existing Loan for purposes of this SECTION 3.01, with the Sterling
         Equivalent Amount of the principal amount of any such Loan in French
         Francs or euro determined based on the Spot Rate of Exchange as of the
         date of such Continuation. The UK Facility Agent shall adjust its books
         to reflect the new Sterling Equivalent Amount of such UK Facility Loan,
         and in the event that such adjustment would cause the UK Facility
         Outstandings to exceed the Total UK Facility Commitment, or would cause
         the sum of the French Franc Outstandings plus the euro Outstandings to
         exceed the Total UK Alternative Currency Commitment, the UK Facility
         Borrowers shall, immediately on the effective date of such
         Continuation, repay the portion of such Continued Loan (applying the
         new Spot Rate of Exchange) necessary to ensure that thereafter the
         Total UK Facility Commitment shall equal or exceed the UK Facility
         Outstandings, and the Total UK Alternative Currency Commitment shall
         equal or exceed the sum of the French Franc Outstandings plus the euro
         Outstandings. There shall be no more than ten (10) Offshore Loans
         outstanding at any one time under the UK Facility.

                  (ii) Other than UK Facility Base Rate Refunding Loans, each UK
         Facility Loan and each Continuation and Conversion under SECTION 3.08
         in British Pounds Sterling shall be in an amount not less than (pound
         sterling)3,000,000 and if greater in integral multiples of (pound
         sterling)1,000,000; each UK Facility Loan and each Continuation and
         Conversion under SECTION 3.08 in French Francs or in euro shall be in
         an amount not less than the French Franc Equivalent Amount or the euro
         Equivalent Amount, respectively, of (pound sterling)1,000,000.

                  (iii) For each UK Facility Advance (other than UK Facility
         Base Rate Refunding Loans) an Authorized Representative shall give the
         UK Facility Agent at least (A) three (3) Business Days' irrevocable
         telefacsimile notice prior to 11:00 A.M. (London, England time) of each
         Offshore Rate Loan in French Francs or in euro representing a borrowing
         or Continuation or Conversion hereunder, and (B) two (2) Business Days'
         irrevocable telefacsimile notice prior to 11:00 A.M. (London, England
         time) of each Offshore Rate Loan in British Pounds Sterling
         representing a borrowing or Continuation or Conversion hereunder. Each
         such notice shall be in the form of a Borrowing Notice in the form
         attached hereto as EXHIBIT D-2, which shall be effective upon receipt
         by the UK Facility Agent, and shall specify the Type of Loan, whether
         the Loan is to be made in British Pounds Sterling, euro or French
         Francs, the amount of the





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         UK Facility Advance to be made, the date of borrowing and the Interest
         Period to be used in the computation of interest. Neither the UK
         Facility Agent nor any UK Facility Lender shall incur any liability to
         any UK Facility Borrower in acting upon any notice referred to above
         which the UK Facility Agent believes in good faith to have been given
         by an Authorized Representative of such UK Facility Borrower or for
         otherwise acting in good faith, and upon funding of UK Facility Loans
         by any UK Facility Lender in accordance with this Agreement pursuant to
         any such notice, such UK Facility Borrower shall have effected UK
         Facility Loans hereunder. A Borrowing Notice for an Offshore Rate Loan
         shall be irrevocable, and UK Facility Borrower giving such notice shall
         be bound to make a borrowing in accordance therewith, unless such UK
         Facility Borrower pays to the UK Facility Lenders such amounts as may
         be due under SECTION 6.05 for failure of a borrowing of an Offshore
         Rate Loan to occur on the date specified therefor in a Borrowing
         Notice. The duration of the initial Interest Period for each UK
         Facility Loan shall be as specified in the initial Borrowing Notice.
         The UK Facility Borrowers shall have the option to elect the duration
         of subsequent Interest Periods and to Continue the UK Facility Loans in
         accordance with SECTION 3.08. If the UK Facility Agent does not receive
         a notice of election of duration of an Interest Period by the time
         prescribed hereby and by SECTION 3.08, the applicable UK Facility
         Borrower shall be deemed to have elected to Continue such Loan as an
         Offshore Rate Loan with a subsequent Interest Period of one month.

                  (iv) Except as provided in SECTION 3.01(b)(vii) below with
         respect to UK Facility Base Rate Refunding Loans, notice of receipt of
         each Borrowing Notice in respect of UK Facility Loans, together with
         the amount of each UK Facility Lender's portion of an Advance requested
         thereunder, shall be provided by the UK Facility Agent to each UK
         Facility Lender by telefacsimile with reasonable promptness, but not
         later than (A) with respect to UK Facility Advances in British Pounds
         Sterling, 4:00 P.M. (London, England time) on the day two (2) Business
         Days prior to the date of such UK Facility Advance as set forth in such
         Borrowing Notice and (B) with respect to UK Facility Advances in French
         Francs or euro, 4:00 P.M. (London, England time) on the day three (3)
         Business Days prior to the date of such UK Facility Advance as set
         forth in such Borrowing Notice. Notice of the applicable interest rate
         for the requested UK Facility Advance shall be provided by the UK
         Facility Agent to each UK Facility Lender by telefacsimile with
         reasonable promptness, but not later than (C) with respect to UK
         Facility Advances in British Pounds Sterling, 2:00 P.M. (London,
         England time) on the date of the UK Facility Advance as set forth in
         such Borrowing Notice and (D) with respect to UK Facility Advances in
         French Francs or euro, 2:00 P.M. (London, England time) on the day two
         (2) Business Days prior to the date of such UK Facility Advance as set
         forth in such Borrowing Notice.

                  (v) In the case of UK Facility Advances in British Pounds
         Sterling, each UK Facility Lender shall, pursuant to the terms and
         subject to the conditions of this Agreement, not later than 12:00 noon
         (London, England time) on the date specified for such UK Facility
         Advance, make the amount of the UK Facility Advance to be made by it on
         such day available to the applicable UK Facility Borrower by depositing
         or transferring the proceeds thereof in British Pounds Sterling and in
         Same Day Funds to the






                                       66
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         UK Facility Agent at its Principal Office. The amount so received by
         the UK Facility Agent shall, subject to the terms of this Agreement, be
         made available to the applicable UK Facility Borrower by deposit of the
         proceeds to an account of such UK Facility Borrower maintained at the
         Principal Office or otherwise as shall be directed in the applicable
         Borrowing Notice.

                  (vi) In the case of UK Facility Advances in French Francs or
         euro, each UK Facility Lender shall, pursuant to the terms and subject
         to the conditions of this Agreement, not later than 9:00 A.M. (London,
         England time) on the date specified for such UK Facility Advance, make
         the amount of the UK Facility Advance to be made by it on such day
         available to the applicable UK Facility Borrower by depositing or
         transferring the proceeds thereof in French Francs or euro and in Same
         Day Funds to the account of the UK Facility Agent at the Funding Bank.
         The amount so received by the Funding Bank shall, subject to the terms
         of this Agreement and upon instruction from the UK Facility Agent to
         the Funding Bank on the same day but no later than 9:00 A.M. (London,
         England time), be made available to the applicable UK Facility Borrower
         by deposit of the amount of French Francs or euro specified in the
         related Borrowing Notice to an account of such UK Facility Borrower
         maintained at the Funding Bank.

                  (vii) Notwithstanding the foregoing, if a demand for payment
         is made under any Bank Guarantee, such demand for payment is honored by
         the Applicable Bank Guarantee Issuer, and the UK Facility Borrower
         shall not immediately fully reimburse on the same Business Day the
         Applicable Bank Guarantee Issuer in respect of such payment from other
         funds available to the UK Facility Borrower, (A) provided that the
         conditions to making a UK Facility Loan as herein provided shall then
         be satisfied, (I) the Sterling Equivalent Amount of the Reimbursement
         Obligation arising from such drawing shall be paid to the Applicable
         Bank Guarantee Issuer by the UK Facility Agent without the requirement
         of notice to or from the UK Facility Borrower from immediately
         available funds which shall be advanced as a UK Facility Base Rate
         Refunding Loan in British Pounds Sterling to the UK Facility Agent at
         its Principal Office by each UK Facility Lender in a Sterling
         Equivalent Amount equal to such UK Facility Lender's Applicable
         Fronting Percentage of such Reimbursement Obligation, and (II) unless
         the UK Facility Borrower provides a Borrowing Notice to the UK Facility
         Agent selecting a different interest period, the UK Facility Borrower
         shall be deemed to have given a Borrowing Notice for a UK Facility Loan
         in British Pounds Sterling to be made on the day that is two Business
         Days following the date of such UK Facility Base Rate Refunding Loan in
         the amount of such UK Facility Base Rate Refunding Loan for an Interest
         Period of one month and such Borrowing Notice shall be effective
         notwithstanding any contrary provisions in this Agreement with respect
         to minimum borrowing amounts, and (B) if the conditions to making a UK
         Facility Loan as herein provided shall not then be satisfied, each of
         the UK Facility Lenders shall fund by payment to the UK Facility Agent
         (for the benefit of the Applicable Bank Guarantee Issuer) at its
         Principal Office in immediately available funds in British Pounds
         Sterling the purchase from the Applicable Bank Guarantee Issuer of its
         respective Participation in the related Reimbursement Obligation based
         on its respective Applicable Fronting Percentage of the Total Bank
         Guarantee Commitment. If a demand for payment is made under any Bank
         Guarantee in accordance





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         with the terms thereof and the UK Facility Borrowers shall not
         immediately reimburse the Applicable Bank Guarantee Issuer in respect
         thereof on the same Business Day, then notice of such demand or payment
         shall be provided promptly by the Applicable Bank Guarantee Issuer to
         the UK Facility Agent and the UK Facility Agent shall provide notice to
         each UK Facility Lender by telephone or telefacsimile transmission. If
         notice to the UK Facility Lenders of a demand or payment under any Bank
         Guarantee is given by the UK Facility Agent at or before 12:00 noon
         (London, England time) on any Business Day, each UK Facility Lender
         shall either make a UK Facility Base Rate Refunding Loan or fund the
         purchase of its Participation as specified above in the Sterling
         Equivalent Amount of such UK Facility Lender's Applicable Fronting
         Percentage of such demand or payment and shall pay such amount to the
         UK Facility Agent for the account of the Applicable Bank Guarantee
         Issuer at the Principal Office in British Pounds Sterling and in
         immediately available funds before 2:30 P.M. (London, England time) on
         the same Business Day. If such notice to the UK Facility Lenders is
         given by the Agent after 12:00 noon (London, England time) on any
         Business Day, each UK Facility Lender shall either make such UK
         Facility Base Rate Refunding Loan or fund such purchase before 12:00
         noon (London, England time) on the next following Business Day.

         3.02 PAYMENT OF INTEREST.

         (a) The UK Facility Borrowers shall pay interest to the UK Facility
Agent for the account of each UK Facility Lender on the outstanding and unpaid
principal amount of each UK Facility Loan made by such UK Facility Lender for
the period commencing on the date of such UK Facility Loan until such Loan shall
be paid or Continued, as the case may be, at the then applicable Offshore Rate,
such payments to be made (i) in British Pounds Sterling with respect to UK
Facility Loans made in British Pounds Sterling, (ii) in French Francs with
respect to UK Facility Loans made in French Francs (subject to SECTION 6.09(e)),
and (iii) in euro with respect to UK Facility Loans made in euro (subject to
SECTION 6.09(e)); PROVIDED, however, that if any Event of Default shall have
occurred and be continuing, all amounts outstanding hereunder shall bear
interest thereafter at the Default Rate.

         (b) Interest on each UK Facility Loan shall be computed on the basis of
a year of 365 days for Advances in British Pounds Sterling and 360 days for
Advances in French Francs or euro and calculated for the actual number of days
elapsed. Interest on each UK Facility Loan shall be paid (i) on the last day of
the applicable Interest Period for each such Offshore Rate Loan and, if the
Interest Period extends for more than three months, also at intervals of three
months after the first day of the Interest Period and (ii) upon payment in full
of the principal of each such Loan. Interest on amounts not paid when due shall
be payable on demand.

         3.03 PAYMENT OF PRINCIPAL. The principal amount of each UK Facility
Loan shall be due and payable to the UK Facility Agent for the benefit of each
UK Facility Lender in full on the Total Facility Termination Date. The principal
amount of any Offshore Rate Loan may be prepaid only at the end of the
applicable Interest Period unless the UK Facility Borrowers shall pay to the UK
Facility Agent for the account of the UK Facility Lenders the additional amount,
if any, required under SECTION 6.05 and, in the case of a prepayment of any
Offshore Rate Loan in





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French Francs or euro, the applicable UK Facility Borrower notifies the UK
Facility Agent at least three (3) Business Days prior to such prepayment. All
prepayments of UK Facility Loans made by the UK Facility Borrowers shall be in
the Applicable Currency of the respective UK Facility Loan (subject to SECTION
6.09(e)) in the amount of (i) (pound sterling)1,000,000 (or the French Franc
Equivalent Amount thereof if in French Francs, or the euro Equivalent Amount
thereof if in euro) or (ii) such greater amount which is an integral multiple
of (pound sterling)500,000 (or the French Franc Equivalent Amount thereof if in
French Francs, or the euro Equivalent Amount thereof if in euro), or (iii) the
amount equal to all UK Facility Outstandings, or (iv) such other amount as
necessary to comply with SECTION 3.01(a) or 3.07.

         3.04 MANNER OF PAYMENT.

         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of UK Facility Loans, and any other amount required
to be paid to the UK Facility Lenders with respect to the UK Facility Loans,
shall be made to the UK Facility Agent at its Principal Office, for the account
of each UK Facility Lender's Applicable Lending Office, to be recorded in
British Pounds Sterling and, if applicable, French Francs or euro, as set forth
in SECTION 3.01(b). Each such payment shall be made in the Applicable Currency
of the UK Facility Loan in Same Day Funds before 1:00 P.M. (London, England
time) on the date such payment is due. The UK Facility Agent may, but shall not
be obligated to, debit the amount of any such payment which is not made by such
time to any ordinary deposit account, if any, of the applicable UK Facility
Borrower with the UK Facility Agent. The UK Facility Borrowers shall give the UK
Facility Agent prior telephonic notice of any payment of principal, such notice
to be given by (i) not later than 11:00 A.M. (London, England time) at least two
(2) Business Days prior to the date of such payment in the case of payment of a
UK Facility Loan in British Pounds Sterling and (ii) not later than 11:00 A.M.
(London, England time) at least three (3) Business Days prior to the date of
such payment in the case of payment of a UK Facility Loan in French Francs or
euro.

         (b) The UK Facility Agent shall deem any payment by or on behalf of the
UK Facility Borrowers hereunder that is not made both (i) in British Pounds
Sterling in the case of UK Facility Loans made in British Pounds Sterling, in
French Francs in the case of UK Facility Loans made in French Francs, or in euro
in the case of UK Facility Loans made in euro (the foregoing subject to SECTION
6.09(e)) and, in either case, in Same Day Funds and (ii) prior to 1:00 P.M.
(London, England time) to be a non-conforming payment. Any such payment shall
not be deemed to be received by the UK Facility Agent until the later of (x) the
time such funds become available funds in the required Applicable Currency and
(y) the next Business Day. The UK Facility Agent shall give prompt telephonic
notice to the applicable Authorized Representative and each of the UK Facility
Lenders (confirmed in writing) if any payment is non-conforming. Any
non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of SECTION 11.01(a) and 11.01(b). Interest shall
continue to accrue on any principal as to which a non-conforming payment is made
until such funds become available funds (but in no event less than the period
from the date of such payment to the next succeeding Business Day) at the
Default Rate or the maximum rate permitted by applicable law, whichever is
lower, from the date such amount was due and payable until the date such amount
is paid in full.




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         (c) In the event that any payment hereunder becomes due and payable on
a day other than a Business Day, then such due date shall be extended to the
next succeeding Business Day unless otherwise provided under clause (ii) of the
definition of "Interest Period"; provided that interest shall continue to accrue
during the period of any such extension.

         3.05 EVIDENCE OF INDEBTEDNESS. Each UK Facility Borrower hereby
authorizes each UK Facility Lender and the UK Facility Agent to record, from
time to time, in its records, the date and amount of each UK Facility Loan; the
interest rates payable by the applicable UK Facility Borrower in respect of each
UK Facility Loan and any Interest Period applicable thereto; the dates and
amounts of all payments received by such UK Facility Lender on account of
principal, interest and fees; and the amount of all the UK Facility Loans which
remain payable by the UK Facility Borrowers to such UK Facility Lender. All
amounts and other information so recorded shall be prima facie evidence thereof.
The failure to record, or any error in recording, any such amount or other
information shall not limit or impair the obligations of the UK Facility
Borrowers hereunder or under any Loan Document.

         3.06 PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the UK Facility Loans
shall be made to the UK Facility Agent for the account of the UK Facility
Lenders pro rata based on their Applicable Fronting Percentages for the UK
Facility, (b) all payments to be made by the UK Facility Borrowers for the
account of each of the UK Facility Lenders on account of principal, interest and
fees shall be made without diminution, set-off, recoupment, counterclaim or,
except as set forth in SECTION 6.06(a), deduction, and (c) the UK Facility Agent
will promptly distribute payments received to the UK Facility Lenders.
Notwithstanding the foregoing, in the event any UK Facility Lender shall not be
able to make an Eurodollar Rate Loan under the circumstances provided in SECTION
6.01 or 6.03, interest shall be allocated to such UK Facility Lender according
to the interest rate payable to such UK Facility Lender as set forth in SECTION
6.04.

         3.07 REDUCTIONS. The UK Facility Borrowers shall, by notice from an
Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the UK Facility Agent, effective upon receipt,
to reduce the Total UK Facility Commitment. The UK Facility Agent shall give
each UK Facility Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such
reduction shall be in the aggregate amount of (pound sterling)1,000,000 or such
greater amount which is in an integral multiple of (pound sterling)500,000, or
the entire remaining Total UK Facility Commitment, and shall permanently reduce
the Total UK Facility Commitment. No such reduction shall result in the payment
of any Offshore Rate Loan other than on the last day of the Interest Period of
such Loan unless such prepayment is accompanied by amounts due, if any, under
SECTION 6.05. Each such reduction of the Total UK Facility Commitment shall be
accompanied by payment of the principal amount of the UK Facility Loans to the
extent that the UK Facility Outstandings exceed the Total UK Facility
Commitment, or to the extent that the sum of the French Franc Outstandings plus
the euro Outstandings exceeds the Total UK Alternative Currency Commitment, in
each case after giving effect to such reduction, together with accrued and
unpaid interest on the amounts prepaid. Any reduction of the Total UK Facility
Commitment hereunder shall result, ipso facto,





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<PAGE>   77

in a pro rata reduction of the Total UK Alternative Currency Commitment so that,
as reduced, the Sterling Equivalent Amount of the Total UK Alternative Currency
Commitment shall at all times remain equal to 50% of the Total UK Facility
Commitment.

         3.08 CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Subject
to the limitations set forth below and in ARTICLE VI hereof, and provided that
no Default or Event of Default shall have occurred and be continuing, the UK
Facility Borrowers may, upon three (3) Business Days' notice to the UK Facility
Agent prior to 11:00 A.M. (London, England time) in the case of an Offshore Rate
Loan in British Pounds Sterling and four (4) Business Days' notice to the UK
Facility Agent prior to 11:00 A.M. (London, England time) in the case of an
Offshore Rate Loan in French Francs or in euro, elect a subsequent Interest
Period for all or a portion of Offshore Rate Loans under the UK Facility to
begin on the last day of the then current Interest Period for such Offshore Rate
Loans. Notice of any such Continuations shall be effected by receipt of an
appropriate Borrowing Notice and shall specify the effective date of such
Continuation and the Interest Period to be applicable to the UK Facility Loan as
Continued. Each Continuation pursuant to this SECTION 3.08 shall be subject to
the limitations on Offshore Rate Loans set forth in the definition of "Interest
Period" herein and in SECTION 3.01 and 3.03 and ARTICLE VI hereof. All such
Continuations of UK Facility Loans shall be effected pro rata based on the
Applicable Fronting Percentages of the UK Facility Lenders for the UK Facility
and shall be in the same currency as the original such Loan.

         3.09 FACILITY FEE. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total UK Facility Commitment. Such payments
of Facility Fees provided for in this SECTION 3.09 shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December beginning September 30, 2000 to and on the Total Facility Termination
Date. Notwithstanding the foregoing, so long as any UK Facility Lender fails to
make available any portion of its UK Facility Fronting Commitment when properly
requested by a UK Facility Borrower, such Lender shall not be entitled to
receive payment of its pro rata share of such Facility Fee until such Lender
shall make available such portion. Such Facility Fee shall be calculated on the
basis of a year of 365 days for the actual number of days elapsed.

         3.10 DEFICIENCY ADVANCES. No UK Facility Lender shall be responsible
for any default of any other UK Facility Lender in respect to such other UK
Facility Lender's obligation to make any UK Facility Loan hereunder or to fund
its purchase of any Participation hereunder nor shall the UK Facility Fronting
Commitment or Bank Guarantee Commitment of any UK Facility Lender or the UK
Facility Commitment of any Lender be increased as a result of such default of
any other UK Facility Lender. Without limiting the generality of the foregoing,
in the event any UK Facility Lender shall fail to advance funds to a UK Facility
Borrower as herein provided, the UK Facility Agent may in its discretion, but
shall not be obligated to, make a UK Facility Advance hereunder as a UK Facility
Lender of all or any portion of such amount or amounts (each, a "deficiency
advance") and shall thereafter be entitled to payments of principal of and
interest on such deficiency advance in the same manner and at the same interest
rate or rates to





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which such other UK Facility Lender would have been entitled had it made such an
advance; provided that, upon payment to the UK Facility Agent from such other UK
Facility Lender of the entire outstanding amount of each such deficiency
advance, together with accrued and unpaid interest thereon, from the most recent
date or dates interest was paid to the UK Facility Agent by the applicable UK
Facility Borrower on each UK Facility Loan comprising the deficiency advance, at
the interest rate per annum equal to the UK Overnight Rate, then such payment
shall be credited against the applicable UK Facility Outstanding owing to the UK
Facility Agent in full payment of such deficiency advance and the applicable UK
Facility Borrower shall be deemed to have borrowed the amount of such deficiency
advance from such other UK Facility Lender as of the most recent date or dates,
as the case may be, upon which any payments of interest were made by such UK
Facility Borrower thereon.

         3.11 USE OF PROCEEDS. The proceeds of the UK Facility Loans made
pursuant to the UK Facility hereunder shall be used by the UK Facility Borrowers
to finance capital expenditures and Permitted Acquisitions and for other working
capital and general corporate needs of the UK Facility Borrowers.

         3.12 ONE LOAN.

         (a) Subject to subsection (c) below, all UK Facility Loans,
Reimbursement Obligations arising from Bank Guarantees and UK Facility Advances
by the UK Facility Lenders to any UK Facility Borrower shall constitute the
joint and several general obligation of each of the UK Facility Borrowers. Each
UK Facility Borrower shall be jointly and severally liable to the UK Facility
Agent and the UK Facility Lenders for all Obligations hereunder in respect of
the UK Facility, regardless of whether such Obligations arise as a result of UK
Facility Advances to such Borrower, it being stipulated and agreed that UK
Facility Advances hereunder to any UK Facility Borrower inure to the benefit of
each of the UK Facility Borrowers, and that the UK Facility Lenders are relying
on the joint and several liability of the UK Facility Borrowers in extending
credit under the UK Facility.

         (b) Subject to subsection (c) below, each UK Facility Borrower
guarantees to the UK Facility Lenders the payment in full of all of the
Obligations of the other UK Facility Borrowers to the UK Facility Lenders in
respect of UK Facility and further guarantees the due performance by each other
UK Facility Borrower of its respective duties and covenants made in favor of the
UK Facility Agent and the UK Facility Lenders hereunder. Each UK Facility
Borrower agrees that the joint and several liability of the UK Facility
Borrowers shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract or agreement to which the parties thereto
may hereafter agree, nor by any modification, release or other alteration of any
of the rights of the UK Facility Agent and the UK Facility Lenders with respect
to any collateral, nor by any delay, extension of time, renewal, compromise or
other indulgence granted by the UK Facility Agent and the UK Facility Lenders
with respect to any of the Obligations, nor by any other agreements or
arrangements whatever with any other UK Facility Borrower, any guarantor or any
other Person, each UK Facility Borrower hereby waiving all notice of any such
delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consenting to be bound thereby as fully and effectually
as if it had expressly agreed thereto in advance. The liability of each UK
Facility Borrower hereunder is direct and unconditional as to all of the






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Obligations hereunder in respect of the UK Facility, and may be enforced without
requiring the UK Facility Agent or the UK Facility Lenders first to resort to
any other right, remedy or security; no UK Facility Borrower shall have any
right of subrogation, reimbursement or indemnity whatsoever, nor any right of
recourse to security for any of the Obligations in respect of the UK Facility,
unless and until all of said Obligations have been paid in full.

         (c) Notwithstanding subsections (a) and (b) above, the joint and
several liability of each UK Facility Borrower for, and its obligation to
guarantee payment of all Obligations of, the other UK Facility Borrowers in
respect of the UK Facility shall not at any time exceed its UK Facility Maximum
Amount.

         3.13 PARTICIPATIONS. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a UK Facility Lender
if necessary) will be deemed to have absolutely, irrevocably and unconditionally
purchased from each UK Facility Lender a Participation in UK Facility
Outstandings owing to such UK Facility Lender (including in such UK Facility
Outstandings all Participations of such UK Facility Lender in Reimbursement
Obligations) in an amount such that, after such purchase, each Lender will have
a Facility Credit Exposure under the UK Facility equal in amount to its
Applicable Commitment Percentage multiplied by the UK Facility Outstandings
(referred to as the "Facility Participation Amount" for such Lender in the UK
Facility). Each such Participation of each Lender in the UK Facility shall be
funded in accordance with SECTION 11.07.







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                                  ARTICLE IIIA

                                 Bank Guarantees

         3A.01 BANK GUARANTEES. Each Bank Guarantee Issuer agrees, subject to
the terms and conditions of this Agreement and in reliance upon the agreements
of the other UK Facility Lenders set forth in this ARTICLE IIIA and in SECTION
3.01, upon request of a UK Facility Borrower to issue from time to time for the
account of the UK Facility Borrower Bank Guarantees in British Pounds Sterling
upon delivery to such Bank Guarantee Issuer of a Bank Guarantee Issuance
Agreement relating thereto in form and content acceptable to such Bank Guarantee
Issuer; provided, that (i) no Bank Guarantee Issuer shall be obligated to, and
shall not, issue (or renew) any Bank Guarantee if it has been notified by the UK
Facility Agent or has actual knowledge that a Default or Event of Default has
occurred and is continuing, (ii) the Bank Guarantee Outstandings shall not
exceed the Total Bank Guarantee Commitment, (iii) no Bank Guarantee shall be
issued (or renewed) if, after giving effect thereto, the Sterling Equivalent
Amount of UK Facility Outstandings would exceed the Total UK Facility
Commitment, (iv) Bank One, NA, London Branch shall not be obligated to issue
Bank Guarantees in excess of "6,400,000 and (v) Barclays Bank Plc shall not be
obligated to issue Bank Guarantees in excess of "700,000. No Bank Guarantee
shall have an expiry date (including all rights of the UK Facility Borrower or
any beneficiary named in such Bank Guarantee to require renewal) or payment date
occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the then applicable Total Facility
Termination Date.

         3A.02 REIMBURSEMENT AND PARTICIPATIONS.

         (a) The UK Facility Borrowers hereby unconditionally agree to pay to
the Applicable Bank Guarantee Issuer immediately on demand on the same Business
Day at the Principal Office of the UK Facility Agent all amounts required to be
paid by the Applicable Bank Guarantee Issuer to the beneficiary of any Bank
Guarantee and all reasonable expenses incurred by the Applicable Bank Guarantee
Issuer in connection with the Bank Guarantees, and in any event and without
demand to place in possession of the Applicable Bank Guarantee Issuer (which
shall include UK Facility Base Rate Refunding Loans if permitted by SECTION
3.01) sufficient funds to pay all debts and liabilities arising under any Bank
Guarantee. Each Bank Guarantee Issuer agrees to give the UK Facility Borrower
prompt notice of any request for a draw under a Bank Guarantee. Each Bank
Guarantee Issuer may charge any account any UK Facility Borrower may have with
it for any and all amounts such Bank Guarantee Issuer pays under a Bank
Guarantee, plus charges and reasonable expenses as from time to time agreed to
by such Bank Guarantee Issuer and the UK Facility Borrowers; provided that to
the extent permitted by SECTION 3.01(b)(vii), amounts shall be paid pursuant to
UK Facility Base Rate Refunding Loans. The UK Facility Borrowers agree to pay
the Applicable Bank Guarantee Issuer interest on any Reimbursement Obligations
arising from Bank Guarantees not paid when due hereunder at the Default Rate.

         (b) Each Bank Guarantee Issuer shall promptly notify the UK Facility
Agent of any Bank Guarantee issued by such Bank Guarantee Issuer. In accordance
with the provisions of






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SECTION 3.01(b)(vii), the Applicable Bank Guarantee Issuer shall notify the UK
Facility Agent of any demand and payment under any Bank Guarantee promptly
following the receipt of such demand and payment thereof by the Applicable Bank
Guarantee Issuer.

         (c) Each UK Facility Lender (other than the Applicable Bank Guarantee
Issuer) shall automatically acquire on the date of issuance thereof, a
Participation in the liability of the Applicable Bank Guarantee Issuer in
respect of each Bank Guarantee in an amount equal to such Lender's Applicable
Fronting Percentage of such liability, and to the extent that the UK Facility
Borrowers are obligated to pay the Applicable Bank Guarantee Issuer under
SECTION 3A.02(a), each UK Facility Lender (other than the Applicable Bank
Guarantee Issuer) thereby shall absolutely, unconditionally and irrevocably
assume, and shall be unconditionally obligated to pay to the Applicable Bank
Guarantee Issuer, its Applicable Fronting Percentage of the liability of the
Applicable Bank Guarantee Issuer under such Bank Guarantee in the manner and
with the effect provided in SECTION 3.01(b)(vii).

         (d) Simultaneously with the making of each payment by a UK Facility
Lender to the Applicable Bank Guarantee Issuer pursuant to SECTION
3.01(b)(vii)(B), such UK Facility Lender shall, automatically and without any
further action on the part of the Applicable Bank Guarantee Issuer or such UK
Facility Lender, acquire a Participation in an amount equal to such payment
(excluding the portion thereof constituting interest accrued prior to the date
the UK Facility Lender made its payment) in the related Reimbursement Obligation
of the UK Facility Borrower. Each UK Facility Lender's obligation to make
payment to the UK Facility Agent for the account of the Applicable Bank
Guarantee Issuer pursuant to SECTION 3.01(b)(vii) and SECTION 3A.02(c), and the
right of the Applicable Bank Guarantee Issuer to receive the same, shall be
absolute and unconditional, shall not be affected by any circumstance whatsoever
and shall be made without any offset, abatement, withholding or reduction
whatsoever. In the event the UK Facility Lenders have purchased Participations
in any Reimbursement Obligation as set forth above, then at any time payment (in
fully collected, immediately available funds) of such Reimbursement Obligation,
in whole or in part, is received by the Applicable Bank Guarantee Issuer from a
UK Facility Borrower, the Applicable Bank Guarantee Issuer shall promptly pay to
each UK Facility Lender an amount equal to its Applicable Fronting Percentage of
such payment from the UK Facility Borrower.

         (e) Promptly following the end of each calendar quarter, each Bank
Guarantee Issuer shall deliver to the UK Facility Agent a notice describing the
aggregate amount of all Bank Guarantees at the end of such quarter. The UK
Facility Agent shall deliver to each UK Facility Lender a report on a quarterly
basis of the aggregate Bank Guarantee Outstandings at the end of each calendar
quarter. Upon the request of any UK Facility Lender from time to time, each Bank
Guarantee Issuer shall deliver to the UK Facility Agent, and the UK Facility
Agent shall deliver to such UK Facility Lender, any other information reasonably
requested by such UK Facility Lender with respect to each Bank Guarantee
outstanding.

         (f) The issuance by the Applicable Bank Guarantee Issuer of each Bank
Guarantee shall, in addition to the conditions precedent set forth in ARTICLE
VII, be subject to the conditions that (x) such Bank Guarantee be in such form
and contain such terms as shall be reasonably satisfactory to the Applicable
Bank Guarantee Issuer consistent with the then current practices





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and procedures of the Applicable Bank Guarantee Issuer with respect to similar
bank guarantees, (y) the issuance of such Bank Guarantee shall not violate any
policy of the Applicable Bank Guarantee Issuer, and (z) the UK Facility
Borrowers shall have executed and delivered such other instruments and
agreements relating to such Bank Guarantees as the Applicable Bank Guarantee
Issuer shall have reasonably requested consistent with such practices and
procedures and shall not be in conflict with any of the express terms herein
contained.

         (g) The UK Facility Borrowers agree that the Applicable Bank Guarantee
Issuer may, in its sole discretion, accept or pay, as complying with the terms
of any Bank Guarantee, any demand for payment which may be made by any
beneficiary of any Bank Guarantee including by an administrator, executor,
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver, attorney-in-fact or other legal representative
of a beneficiary who is authorized under such Bank Guarantee to demand payment.

         (h) Without limiting the generality of the provisions of SECTION 13.10,
the UK Facility Borrowers hereby agree to indemnify and hold harmless the
Applicable Bank Guarantee Issuer, each other UK Facility Lender and the UK
Facility Agent from and against any and all claims and damages, losses,
liabilities, reasonable costs and expenses which the Applicable Bank Guarantee
Issuer, such other UK Facility Lender or the UK Facility Agent may incur (or
which may be claimed against the Applicable Bank Guarantee Issuer, such other UK
Facility Lender or the UK Facility Agent) by any Person by reason of or in
connection with the issuance or transfer of or payment or failure to pay under
any Bank Guarantee; provided that the UK Facility Borrower shall not be required
to indemnify the Applicable Bank Guarantee Issuer, any other UK Facility Lender
or the UK Facility Agent for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, (i) caused by the willful
misconduct or gross negligence of the party to be indemnified or (ii) caused by
the failure of the Applicable Bank Guarantee Issuer to pay under any Bank
Guarantee after a demand for payment strictly complying with the terms and
conditions of such Bank Guarantee, unless such payment is prohibited by any law,
regulation, court order or decree. The indemnification and hold harmless
provisions of this SECTION 3A.02(h) shall survive repayment of the Obligations,
occurrence of the Total Facility Repayment Date and expiration or termination of
this Agreement.

         (i) Without limiting the UK Facility Borrowers' rights as set forth in
SECTION 3A.02(h), the obligation of the UK Facility Borrowers to immediately
reimburse the Applicable Bank Guarantee Issuer for payments made under Bank
Guarantees and the Applicable Bank Guarantee Issuer's right to receive such
payment shall be absolute, unconditional and irrevocable, and such obligations
of the UK Facility Borrowers shall be performed strictly in accordance with the
terms of this Agreement and such Bank Guarantee and the related Bank Guarantee
Issuance Agreement for any Bank Guarantee, under all circumstances whatsoever,
including the following circumstances:

                  (i) any lack of validity or enforceability of the Bank
         Guarantee, the obligation supported by the Bank Guarantee or any other
         agreement or instrument relating thereto (collectively, the "Related
         Bank Guarantee Documents");




                                       76
<PAGE>   83

                  (ii) any amendment or waiver of or any consent to or departure
         from all or any of the Related Bank Guarantee Documents;

                  (iii) the existence of any claim, setoff, defense (other than
         the defense of payment in accordance with the terms of this Agreement)
         or other rights which any UK Facility Borrower may have at any time
         against any beneficiary or any transferee of a Bank Guarantee (or any
         Persons for whom any such beneficiary or any such transferee may be
         acting), the UK Facility Agent, the UK Facility Lenders, the Applicable
         Bank Guarantee Issuer or any other Person, whether in connection with
         the Loan Documents, the Related Bank Guarantee Documents or any
         unrelated transaction;

                  (iv) any breach of contract or other dispute between a UK
         Facility Borrower and any beneficiary or any transferee of a Bank
         Guarantee (or any Persons for whom such beneficiary or any such
         transferee may be acting), the UK Facility Agent, the UK Facility
         Lenders or any other Person;

                  (v) any demand, statement or any other document presented
         under the Bank Guarantee proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever so long as any such document
         appeared to comply with the terms of the Bank Guarantee;

                  (viii) the existence, character, quality, quantity, condition,
         value, or delivery (including the time, place, manner or order thereof)
         of property described or purportedly described in documents presented
         in connection with any Bank Guarantee or the existence, nature or
         extent of any insurance relating thereto;

                  (ix) any delay, extension of time, renewal, compromise or
         other indulgence or modification granted or agreed to by the UK
         Facility Agent, with or without notice to or approval by the UK
         Facility Borrowers in respect of any of the Obligations; or

                  (viii) any other circumstance or happening whatsoever where
         the Applicable Bank Guarantee Issuer has acted in good faith, whether
         or not similar to any of the foregoing.

         3A.03 GOVERNMENTAL ACTION. No Bank Guarantee Issuer shall be under any
obligation to issue any Bank Guarantee if any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such Bank Guarantee Issuer from issuing such Bank Guarantee, or any law
applicable to such Bank Guarantee Issuer or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction
over such Bank Guarantee Issuer shall prohibit, or request that such Bank
Guarantee Issuer refrain from, the issuance of bank guarantees generally or such
Bank Guarantee in particular or shall impose upon such Bank Guarantee Issuer
with respect to such Bank Guarantee any restriction, reserve or capital
requirement (for which such Bank Guarantee Issuer is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon such Bank
Guarantee any unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which such Bank Guarantee Issuer in good faith deems material
to it.



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<PAGE>   84

         3A.04 BANK GUARANTEE FACILITY FEES. The UK Facility Borrowers shall pay
to the UK Facility Agent, for the pro rata benefit of the UK Facility Lenders
based on their Applicable Fronting Percentages, a fee on the amount of the
aggregate amount available for payment under each outstanding Bank Guarantee at
a rate equal to the Applicable Margin for Fixed Rate Loans under the UK
Facility. Such fees shall be due and payable with respect to each Bank Guarantee
quarterly in arrears on the last day of each March, June, September and
December, the first such payment to be made on the first such date occurring
after the date of issuance of a Bank Guarantee.

         3A.05 BANK GUARANTEE FRONTING AND ADMINISTRATIVE FEES. The UK Facility
Borrowers shall pay to the Applicable Bank Guarantee Issuer a fronting fee of
0.125% per annum on the initial aggregate amount available for payment under
each outstanding Bank Guarantee, such fee to be due and payable in full with
respect to each Bank Guarantee on the date of the issuance (except with respect
to Existing Bank Guarantees) or renewal thereof. The UK Facility Borrowers shall
also pay to the Applicable Bank Guarantee Issuer such administrative fee and
other fees, if any, in connection with the Bank Guarantees in such amounts and
at such times as the Applicable Bank Guarantee Issuer and the UK Facility
Borrowers shall agree from time to time.








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<PAGE>   85




                                   ARTICLE IV

                              The Canadian Facility

         4.01 ADVANCES.

         (a) COMMITMENT. Subject to the terms and conditions of this Agreement,
each Canadian Facility Lender severally agrees to make, on behalf of all the
Lenders, Canadian Facility Advances in Canadian Dollars to the Canadian Facility
Borrower from time to time from the Closing Date until (i) the Total Facility
Termination Date in the case of the Canadian Facility Full Maturity Tranche and
(ii) the Canadian Facility Renewable Tranche Termination Date in the case of the
Canadian Facility Renewable Tranche, in each case on a pro rata basis as to the
total borrowing requested by the Canadian Facility Borrower on any day
determined by such Canadian Facility Lender's Applicable Fronting Percentage for
the Canadian Facility, up to but not exceeding (A) in the case of Advances under
the Canadian Facility Renewable Tranche, the Canadian Facility Renewable Tranche
Fronting Commitment of such Canadian Facility Lender, and (B) in the case of
Advances under the Canadian Facility Full Maturity Tranche, the Canadian
Facility Full Maturity Tranche Fronting Commitment of such Canadian Facility
Lender, and each Lender shall have a Participation in each such Canadian
Facility Advance pursuant to SECTION 4.14 equal in amount to its Applicable
Commitment Percentage times such Canadian Facility Advance; provided, however,
that the Canadian Facility Lenders will not be required and shall have no
obligation to make any Canadian Facility Advance (x) so long as a Default or an
Event of Default has occurred and is continuing or (y) if the Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided further, however, that immediately after giving effect to each such
Canadian Facility Advance, (I) the Canadian Facility Outstandings shall not
exceed the Total Canadian Facility Commitment, (II) the Canadian Facility
Renewable Tranche Outstandings shall not exceed the Canadian Facility Renewable
Tranche Commitment, and (III) the Canadian Facility Full Maturity Tranche
Outstandings shall not exceed the Canadian Facility Full Maturity Tranche
Commitment. Within such limits, the Canadian Facility Borrower may borrow, repay
and reborrow Canadian Facility Loans hereunder, on a Business Day, from the
Closing Date until, but (as to borrowings and reborrowings) not including, (i)
the Total Facility Termination Date in the case of the Canadian Facility Full
Maturity Tranche and (ii) the Canadian Facility Renewable Tranche Termination
Date in the case of the Canadian Facility Renewable Tranche; provided, however,
that (A) no Canadian Facility BA Rate Loan shall be made which has an Interest
Period or maturity that extends beyond the Total Facility Termination Date, in
the case of the Canadian Facility Full Maturity Tranche, or the Canadian
Facility Renewable Tranche Termination Date, in the case of the Canadian
Facility Renewable Tranche, and (B) each Canadian Facility BA Rate Loan may be
repaid only on the last day of the Interest Period with respect thereto, unless
such prepayment is accompanied by the additional payment, if any, due under
SECTION 6.05. The Canadian Facility Borrower agrees that if at any time (x) the
Canadian Facility Outstandings shall exceed the Total Canadian Facility
Commitment, (y) the Canadian Facility Renewable Tranche Outstandings shall
exceed the Canadian Facility Renewable Tranche Commitment, or (z) the Canadian
Facility Full Maturity Tranche Outstandings shall exceed the Canadian Facility
Full Maturity Tranche Commitment, then in any such case the Canadian Facility
Borrower shall immediately repay a




                                       79
<PAGE>   86

principal amount of the outstanding Canadian Facility Loans such that, as a
result of such reduction, (I) the Total Canadian Facility Commitment shall equal
or exceed the Canadian Facility Outstandings, (II) the Canadian Facility
Renewable Tranche Commitment shall equal or exceed the Canadian Facility
Renewable Tranche Outstandings and (III) the Canadian Facility Full Maturity
Tranche Commitment shall equal or exceed the Canadian Facility Full Maturity
Tranche Outstandings.

         (b) AMOUNTS, ADVANCES AND RATE SELECTION.

                  (i) The principal amount outstanding on any Canadian Facility
         Loan shall be recorded in the Canadian Facility Agent's records in
         Canadian Dollars, based on the amount of any Canadian Facility Advance
         as reduced from time to time by the amount of any principal payments
         with respect to such Canadian Facility Loan. In the event a Canadian
         Facility Loan is Continued or Converted pursuant to SECTION 4.08, such
         election shall be treated as a Canadian Facility Advance for purposes
         of this SECTION 4.01. There shall be no more than ten (10) Canadian
         Facility BA Rate Loans outstanding at any one time under the Canadian
         Facility.

                  (ii) Each Canadian Facility Loan and each Continuation and
         Conversion under SECTION 4.08 shall be in an amount not less than CAN
         $2,000,000 and, if greater, in integral multiples of CAN $100,000.

                  (iii) For each Canadian Facility Advance, an Authorized
         Representative of the Canadian Facility Borrower shall give the
         Canadian Facility Agent (A) at least two (2) Business Days' irrevocable
         telefacsimile notice prior to 10:00 A.M. (Toronto, Canada time) of each
         Canadian Facility BA Rate Loan representing a borrowing or Continuation
         or Conversion hereunder and (B) at least two (2) Business Days'
         irrevocable telefacsimile notice prior to 10:00 A.M. (Toronto, Canada
         time) of each Canadian Facility Base Rate Loan representing a borrowing
         or Conversion hereunder. Each such notice shall be in the form of a
         Borrowing Notice in the form attached hereto as EXHIBIT D-3, which
         shall be effective upon receipt by the Canadian Facility Agent, and
         shall specify the Type of Canadian Facility Loan (Canadian Facility BA
         Rate or Canadian Facility Base Rate), the amount of the Canadian
         Facility Advance to be made, whether such advance is under the Canadian
         Facility Renewable Tranche or the Canadian Facility Full Maturity
         Tranche, the date of borrowing and the Interest Period (if a Canadian
         Facility BA Rate Loan) to be used in the computation of interest.
         Neither the Canadian Facility Agent nor any Canadian Facility Lender
         shall incur any liability to any Canadian Facility Borrower in acting
         upon any notice referred to above which the Canadian Facility Agent
         believes in good faith to have been given by an Authorized
         Representative of the Canadian Facility Borrower or for otherwise
         acting in good faith, and upon funding of Canadian Facility Loans by
         any Canadian Facility Lender in accordance with this Agreement pursuant
         to any such notice, such Canadian Facility Borrower shall have effected
         Canadian Facility Loans hereunder. A Borrowing Notice for a Canadian
         Facility BA Rate Loan shall be irrevocable, and the Canadian Facility
         Borrower shall be bound to make a borrowing in accordance therewith,
         unless such Canadian Facility Borrower pays to the Canadian Facility
         Lenders such amounts as may be due under SECTION 6.05 for failure of a






                                       80
<PAGE>   87

         borrowing of a Canadian Facility BA Rate Loan to occur on the date
         specified therefor in the related Borrowing Notice. The duration of the
         initial Interest Period for each Canadian Facility BA Rate Loan shall
         be as specified in the initial Borrowing Notice. The Canadian Facility
         Borrower shall have the option to elect the duration of subsequent
         Interest Periods and to Continue or Convert the Loans in accordance
         with SECTION 4.08. If the Canadian Facility Agent does not receive a
         notice of election of the duration of an Interest Period or of the
         Conversion of a Loan by the time prescribed hereby and by SECTION 4.08,
         the Canadian Facility Borrower shall be deemed to have elected to
         Convert such Loan to or Continue such Loan as a Canadian Facility Base
         Rate Loan until the Canadian Facility Borrower notifies the Canadian
         Facility Agent in accordance with SECTION 4.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         Canadian Facility Loans shall be provided by the Canadian Facility
         Agent to each Canadian Facility Lender by telefacsimile with reasonable
         promptness, but not later than 12:00 noon (Toronto, Canada time) on the
         same day as the Canadian Facility Agent's receipt of such notice from
         the Canadian Facility Borrower so long as receipt is prior to 10:00
         A.M. (Toronto, Canada time). The Canadian Facility Agent shall
         determine the Canadian Facility Fixed BA Rate for a Canadian Facility
         BA Rate Loan at 10:00 A.M. (Toronto, Canada time) on the day of such
         proposed Canadian Facility Fixed BA Rate, and not later than 12:00 noon
         (Toronto, Canada time) on such date, the Canadian Facility Agent shall
         provide the Canadian Facility Borrower and each Canadian Facility
         Lender notice by telefacsimile transmission of the amount of the
         Canadian Facility Loan or Loans required to be made by each Canadian
         Facility Lender on such date, and the applicable Canadian Facility
         Fixed BA Rate.

                  (v) Not later than 12:00 noon (Toronto, Canada time) on the
         date specified for each Canadian Facility Advance, each Canadian
         Facility Lender shall, pursuant to the terms and subject to the
         conditions of this Agreement, make the amount of the Canadian Facility
         Advance or Advances to be made by it on such day available to the
         Canadian Facility Borrower by depositing or transferring the proceeds
         thereof in Canadian Dollars and Same Day Funds to the Canadian Facility
         Agent at the Principal Office. The amount so received by the Canadian
         Facility Agent shall, subject to the terms of this Agreement, on the
         same day be made available to the Canadian Facility Borrower by
         delivery to the Canadian Facility Borrower's account with the Canadian
         Facility Agent.

         4.02 PAYMENT OF INTEREST.

         (a) The Canadian Facility Borrower shall pay interest to the Canadian
Facility Agent for the account of each Canadian Facility Lender on the
outstanding and unpaid principal amount of each Canadian Facility Loan made by
such Canadian Facility Lender for the period commencing on the date of such
Canadian Facility Loan until such Loan shall be paid, Continued or Converted, as
the case may be, at the then applicable Canadian Facility Base Rate for Canadian
Facility Base Rate Loans or applicable Canadian Facility Fixed BA Rate for
Canadian Facility BA Rate Loans, such payments to be made in Canadian Dollars;
provided,





                                       81
<PAGE>   88

however, that if any Event of Default shall have occurred and be continuing, all
amounts outstanding hereunder shall bear interest thereafter at the Default
Rate.

         The Canadian Facility Agent's certificate as to each rate of interest
payable hereunder shall be prima facie evidence of such rate.

         (b) COMPUTATION OF INTEREST. The Canadian Facility Borrower shall pay
to the Canadian Facility Agent for the benefit of the Canadian Facility Lenders
interest on each Canadian Facility Loan, which interest shall be calculated on
the outstanding principal amount daily for the period:

                  (i) in the case of a Canadian Facility Base Rate Loan,
         commencing on and including the day on which it is advanced and ending
         on, but excluding, the day on which it is repaid; or

                  (ii) in the case of a Canadian Facility BA Rate Loan,
         commencing on and including the first day of the Interest Period
         relative to such Canadian Facility BA Rate Loan and ending on, but
         excluding, the last day of such Interest Period,

         at the rate of interest per annum equal to:

                  (i) the Canadian Facility Base Rate for Canadian Facility Base
         Rate Loans, on the basis of a year of 365 days for the actual number of
         days elapsed; or

                  (ii) the Canadian Facility Fixed BA Rate for Canadian Facility
         BA Rate Loans, on the basis of a year of 365 days for the actual number
         of days elapsed.

         For the purposes of this Agreement and calculation of interest on the
basis of a year of 365 days, each rate of interest determined pursuant to such
calculation expressed as an annual rate for the purposes of the Interest Act
(Canada) is equivalent to such rate as so determined multiplied by the number of
days in the calendar year in which the same is to be ascertained and divided by
365. The parties further agree that for the purposes of the Interest Act
(Canada), (i) the principle of deemed reinvestment of interest shall not apply
to any interest calculation under this Agreement, and (ii) the rates of interest
stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields.

         (c) Accrual and Payment of Interest. Interest on each Canadian Facility
Loan shall accrue from day to day but shall not compound and shall be payable:

                  (i) in the case of a Canadian Facility Base Rate Loan or any
         other amount payable hereunder other than in respect of a Canadian
         Facility BA Rate Loan, monthly in arrears on the last Business Day of
         each month; or

                  (ii) in the case of a Canadian Facility BA Rate Loan, on the
         last day of the applicable Interest Period for each Canadian Facility
         BA Rate Loan and, if the Interest Period extends for more than three
         months, at intervals of three months after the first day






                                       82
<PAGE>   89

         of the Interest Period and upon payment in full of the principal amount
         of each such Loan.

         4.03 PAYMENT OF PRINCIPAL. Except as set forth in SECTION 4.13 with
respect to Canadian Facility Term Loans, (i) the principal amount of each
Canadian Facility Loan advanced under the Canadian Facility Full Maturity
Tranche shall be due and payable to the Canadian Facility Agent for the benefit
of the Canadian Facility Lenders in full on the Total Facility Termination Date
and (ii) the principal amount of each Canadian Facility Loan advanced under the
Canadian Facility Renewable Tranche shall be due and payable to the Canadian
Facility Agent for the benefit of the Canadian Facility Lenders in full on the
Canadian Facility Renewable Tranche Termination Date. The principal amount of
any Canadian Facility Base Rate Loan may be prepaid in whole or in part at any
time. The principal amount of any Canadian Facility BA Rate Loan may be prepaid
only at the end of the applicable Interest Period unless the Canadian Facility
Borrower shall pay to the Canadian Facility Agent for the account of the
Canadian Facility Lenders the additional amount, if any, required under SECTION
6.05. All prepayments of Canadian Facility Loans made by the Canadian Facility
Borrower shall be in the amount of (i) at least CAN $2,000,000 or (ii) the
amount equal to all Canadian Facility Outstandings, or (iii) such other amount
as necessary to comply with SECTION 4.01(a) or 4.07.

         4.04 MANNER OF PAYMENT.

         (a) Each payment of principal (including any prepayment) and payment of
interest in respect of Canadian Facility Loans, and any other amount required to
be paid to the Canadian Facility Lenders with respect to the Canadian Facility
Loans, shall be made in Canadian Dollars to the Canadian Facility Agent at its
Principal Office, for the account of each Canadian Facility Lender's Applicable
Lending Office. Each such payment shall be made in Same Day Funds before 12:00
noon (Toronto, Canada time) on the date such payment is due. The Canadian
Facility Agent may, but shall not be obligated to, debit the amount of any such
payment which is not made by such time to any ordinary deposit account, if any,
of the Canadian Facility Borrower with the Canadian Facility Agent. The Canadian
Facility Borrower shall give the Canadian Facility Agent prior telephonic notice
of any payment of principal, such notice to be given by not later than 10:00
A.M. (Toronto, Canada time) one (1) Business Day prior to the date of such
payment.

         (b) The Canadian Facility Agent shall deem any payment by or on behalf
of the Canadian Facility Borrower hereunder that is not made both (i) in
Canadian Dollars and in Same Day Funds and (ii) prior to 12:00 noon (Toronto,
Canada time) to be a non-conforming payment. Any such payment shall not be
deemed to be received by the Canadian Facility Agent until the later of (x) the
time such funds become available funds and (y) the next Business Day. The
Canadian Facility Agent shall give prompt telephonic notice to the applicable
Authorized Representative and each of the Canadian Facility Lenders (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of SECTION 11.01(a) and 11.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default or the maximum rate
permitted by applicable law,







                                       83
<PAGE>   90

whichever is lower, from the date such amount was due and payable until the date
such amount is paid in full.

         (c) In the event that any payment hereunder or under the Canadian
Facility Loans which bear interest at the Canadian Facility Base Rate becomes
due and payable on a day other than a Business Day, then such due date shall be
extended to the next succeeding Business Day; provided that interest shall
continue to accrue during the period of any such extension.

         4.05 EVIDENCE OF INDEBTEDNESS. The Canadian Facility Borrower hereby
authorizes each Canadian Facility Lender and the Canadian Facility Agent to
record, from time to time, in its records, the date and amount of each Canadian
Facility Loan; the interest rates payable by the Canadian Facility Borrower in
respect of each Canadian Facility Loan and any Interest Period applicable
thereto; the dates and amounts of all payments received by such Canadian
Facility Lender on account of principal, interest and fees; and the amount of
all the Canadian Facility Loans which remain payable by the Canadian Facility
Borrower to such Canadian Facility Lender. All amounts and other information so
recorded shall be prima facie evidence thereof. The failure to record, or any
error in recording, any such amount or other information shall not limit or
impair the obligations of the Canadian Facility Borrower hereunder or under any
Loan Document.

         4.06 PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Canadian Facility
Loans shall be made to the Canadian Facility Agent for the account of the
Canadian Facility Lenders pro rata based on their Applicable Fronting
Percentages for the Canadian Facility, (b) all payments to be made by the
Canadian Facility Borrower for the account of each of the Canadian Facility
Lenders on account of principal, interest and fees shall be made without
diminution, set-off, recoupment, counterclaim or, except as set forth in SECTION
6.06(a), deduction, and (c) the Canadian Facility Agent in all other cases will
promptly distribute payments received to the Canadian Facility Lenders.
Notwithstanding the foregoing, in the event any Canadian Facility Lender shall
not be able to make a Canadian Facility BA Rate Loan under the circumstances
provided in SECTION 6.01 or 6.03, interest shall be allocated to such Canadian
Facility Lender according to the interest rate payable to such Canadian Facility
Lender as set forth in SECTION 6.04.

         4.07 REDUCTIONS. The Canadian Facility Borrower shall, by notice from
an Authorized Representative, have the right from time to time (but not more
frequently than once during each fiscal quarter), upon not less than ten (10)
Business Days' written notice to the Canadian Facility Agent, effective upon
receipt, to reduce the Total Canadian Facility Commitment. The Canadian Facility
Agent shall give each Canadian Facility Lender, within one (1) Business Day,
telefacsimile notice, or telephonic notice (confirmed in writing), of such
reduction. Each such reduction shall be in the aggregate amount of CAN
$5,000,000 or such greater amount which is in an integral multiple of CAN
$5,000,000 or the entire remaining Total Canadian Facility Commitment, shall
permanently reduce the Total Canadian Facility Commitment and shall result in a
pro rata reduction of both the Canadian Facility Full Maturity Tranche
Commitment and the Canadian Facility Renewable Tranche Commitment, if such
Canadian Facility Renewable Tranche Commitment remains outstanding at the time
of such reduction. No such reduction shall result in the payment of any Canadian
Facility BA Rate Loan other than on the last day of







                                       84
<PAGE>   91

the Interest Period of such Loan unless such prepayment is accompanied by
amounts due, if any, under SECTION 6.05. Each reduction of the Total Canadian
Facility Commitment shall be accompanied by payment of the Canadian Facility
Loans to the extent that the (i) Canadian Facility Outstandings exceed the Total
Canadian Facility Commitment, (ii) the Canadian Facility Renewable Tranche
Outstandings exceed the Canadian Facility Renewable Tranche Commitment or (iii)
the Canadian Facility Full Maturity Tranche Outstandings exceed the Canadian
Facility Full Maturity Tranche Commitment, in each case after giving effect to
such reduction, together with accrued and unpaid interest on the amounts
prepaid.

         4.08 CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Provided
that no Default or Event of Default shall have occurred and be continuing and
subject to the limitations set forth below and in ARTICLE VI hereof, the
Canadian Facility Borrower may request a Conversion or Continuation provided
that:

         (a) the proceeds are used to retire the outstanding Canadian Facility
Loan (the "Outstanding Loan");

         (b) the Conversion or Continuance would otherwise be a permitted
Canadian Facility Advance hereunder and the Canadian Facility Borrower complies
with each provision hereof relative to the obtaining of a Canadian Facility
Advance;

         (c) the aggregate principal amount of the Conversion or Continuance is
not greater than the Outstanding Loan plus accrued interest in the case of
Canadian Facility BA Rate Loans rounded up to the nearest CAN $100,000; and

         (d) each Conversion or Continuance is made contemporaneously with the
retirement of the Outstanding Loan.

Notice of any such Conversions or Continuation shall be effected by receipt of
an appropriate Borrowing Notice and shall specify the effective date of such
Conversion or Continuation and the Interest Period to be applicable to the
Canadian Facility Loan as Continued or Converted and the Outstanding Loan to be
retired. Each Continuation and Conversion pursuant to this SECTION 4.08 shall be
subject to the limitations on Canadian Facility BA Rate Loans set forth in the
definition of "Interest Period" herein and in SECTIONS 4.01 and 4.03 and ARTICLE
VI hereof. All such Continuations or Conversions of Canadian Facility Loans
shall be effected pro rata based on the Applicable Fronting Percentages of the
Canadian Facility Lenders for the Canadian Facility.

         4.09 FACILITY FEE. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date in the case of the Canadian
Facility Full Maturity Tranche, and on the Canadian Facility Renewable Tranche
Termination Date in the case of the Canadian Facility Renewable Tranche, the
Company agrees to pay to the US Facility Agent, and the US Facility Agent shall
then pay to each Lender at its office in the United States so designated thereby
based on such Lender's Applicable Commitment Percentage, (a) a Facility Fee
equal to the Applicable Margin for Facility Fees with respect to the Canadian
Facility Full Maturity Tranche multiplied by the Canadian Facility Full Maturity
Tranche Commitment, and (b) a






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Facility Fee equal to the Applicable Margin for Facility Fees with respect to
the Canadian Facility Renewable Tranche multiplied by the Canadian Facility
Renewable Tranche Commitment. Such payments of Facility Fees provided for in
this SECTION 4.09 shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December of each year beginning
September 30, 2000 to and on the Total Facility Termination Date in the case of
the Canadian Facility Full Maturity Tranche and on the Canadian Facility
Renewable Tranche Termination Date in the case of the Canadian Facility
Renewable Tranche. Notwithstanding the foregoing, so long as any Canadian
Facility Fronting Lender fails to make available any portion of its Canadian
Facility Commitment when properly requested by the Canadian Facility Borrower,
such Lender shall not be entitled to receive payment of its pro rata share of
such Facility Fees until such Lender shall make available such portion. Such
Facility Fees shall be calculated on the basis of a year of 360 days for the
actual number of days elapsed.

         4.10 DEFICIENCY ADVANCES. No Canadian Facility Lender shall be
responsible for any default of any other Canadian Facility Lender in respect to
such other Canadian Facility Lender's obligation to make any Canadian Facility
Loan hereunder nor shall the Canadian Facility Fronting Commitment of any
Canadian Facility Lender or the Canadian Facility Commitment of any Lender be
increased as a result of such default of any other Canadian Facility Lender.
Without limiting the generality of the foregoing, in the event any Canadian
Facility Lender shall fail to advance funds to the Canadian Facility Borrower as
herein provided, the Canadian Facility Agent may in its discretion, but shall
not be obligated to, make a Canadian Facility Advance hereunder as a Canadian
Facility Lender of all or any portion of such amount or amounts (each, a
"deficiency advance") and shall thereafter be entitled to payments of principal
of and interest on such deficiency advance in the same manner and at the same
interest rate or rates to which such other Canadian Facility Lender would have
been entitled had it made such advance hereunder; provided that, upon payment to
the Canadian Facility Agent from such other Canadian Facility Lender of the
entire outstanding amount of each such deficiency advance, together with accrued
and unpaid interest thereon, from the most recent date or dates interest was
paid to the Canadian Facility Agent by the Canadian Facility Borrower on each
Canadian Facility Loan comprising the deficiency advance, at the interest rate
per annum equal to the Canadian Overnight Rate, then such payment shall be
credited against the applicable Canadian Facility Outstanding owing to the
Canadian Facility Agent in full payment of such deficiency advance and the
Canadian Facility Borrower shall be deemed to have borrowed the amount of such
deficiency advance from such other Canadian Facility Lender as of the most
recent date or dates, as the case may be, upon which any payments of interest
were made by the Canadian Facility Borrower thereon.

         4.11 USE OF PROCEEDS. The proceeds of the Canadian Facility Loans made
pursuant to the Canadian Facility hereunder shall be used by the Canadian
Facility Borrower to finance capital expenditures and Permitted Acquisitions and
for other working capital and general corporate needs of the Canadian Facility
Borrower, including commercial paper backup liquidity.

         4.12 CANADIAN FACILITY EXTENSION.

         (a) With the unanimous consent of all Lenders under the Total
Facilities, at each Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower can elect






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to extend the Canadian Facility Renewable Tranche Termination Date for an
additional period of 364 days with respect to the Canadian Facility Renewable
Tranche Commitment as at such Canadian Facility Renewable Tranche Extension
Date; provided, however, that in no event shall the Canadian Facility Renewable
Tranche Termination Date be extended beyond the Total Facility Termination Date.

         (b) The Canadian Facility Borrower shall notify the Lenders of its
request for such an extension by delivering to the Canadian Facility Agent and
the Global Agent notice of such request signed by an Authorized Representative
not more than sixty (60) days nor less than forty-five (45) days prior to the
applicable Canadian Facility Renewable Tranche Extension Date. Notice of receipt
of such request shall be provided by the Canadian Facility Agent to the Canadian
Facility Lenders and to each other Facility Agent, who shall in turn provide
notice of such request to the respective Lenders in such Facility. The Global
Agent shall notify the Canadian Facility Borrower in writing not later than
twenty-one (21) days prior to the applicable Canadian Facility Renewable Tranche
Extension Date of the decision of the Lenders. Failure by any Lender to respond
to a request for an extension shall constitute a refusal of such Lender to give
its consent to such extension, and the Canadian Facility Renewable Tranche
Termination Date shall not be extended. Failure by the Global Agent to give such
notice to the Canadian Facility Borrower as a result of not receiving the
consent of all Lenders to such extension shall constitute refusal by the Lenders
to extend the Canadian Facility Renewable Tranche Termination Date.

         (c) If on any Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower does not so elect to extend the Canadian Facility
Renewable Tranche Termination Date then in effect, or if all Lenders under the
Total Facilities do not unanimously consent to such extension, then as of such
Canadian Facility Renewable Tranche Termination Date, (i) in addition to any
reduction required under SECTION 4.13 hereof, the Total Canadian Facility
Commitment as at such date shall be permanently reduced to an amount equal to
the Canadian Facility Term Loan Outstandings, if any, (ii) the Canadian Facility
Renewable Tranche Commitment shall be reduced to zero, and (iii) subject to the
provisions of SECTION 4.13 hereof, all Canadian Facility Renewable Tranche
Outstandings shall be due and payable in full.

         4.13 CANADIAN TERM LOAN OPTION.

         (a) So long as no Default or Event of Default exists, at each Canadian
Facility Renewable Tranche Extension Date occurring prior to the Canadian
Facility Term Loan Termination Date, the Canadian Facility Borrower can elect to
convert any or all Canadian Facility Renewable Tranche Outstandings as of such
Canadian Facility Renewable Tranche Extension Date into a term loan on such date
in the original principal amount equal to such Canadian Facility Renewable
Tranche Outstandings. Canadian Facility Loans so converted by the Canadian
Facility Borrower in accordance with this SECTION 4.13 shall be referred to as
the "Canadian Facility Term Loans." The Canadian Facility Term Loans shall be
repaid in equal quarterly installments based on a four (4) year amortization
schedule on the first Business Day of each November, February, May and August
commencing with the first such date after the most recent Canadian Facility
Renewable Tranche Extension Date and continuing until and including a final
payment of all Canadian Facility Term Loan Outstandings on the Canadian Facility
Term






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Loan Termination Date. The Canadian Facility Term Loans may be comprised of
Canadian Facility Base Rate Loans and Canadian Facility BA Rate Loans as the
Canadian Facility Borrower may elect in accordance with the provisions of this
ARTICLE IV. The Canadian Facility Term Loans shall bear interest at a rate equal
to (i) the same terms as the Canadian Facility Loans prior to the conversion to
Canadian Facility Term Loans plus the Term Loan Premium then applicable until
the initial Continuation or Conversion thereof pursuant to SECTION 4.08 hereof
and (ii) the Applicable Rate for either Canadian Facility Base Rate Loans or
Eurodollar Rate Loans, as selected by the Borrower, plus the Term Loan Premium
applicable from time to time, at all times after the initial Continuation or
Conversion thereof. Amounts repaid or prepaid on the Canadian Facility Term
Loans may not be reborrowed, and the Total Canadian Facility Commitment shall be
permanently reduced by any such amounts.

         (b) If on any Canadian Facility Renewable Tranche Extension Date the
Canadian Facility Borrower does not so elect to convert all or a portion of its
Canadian Facility Renewable Tranche Outstandings as of such date to Canadian
Facility Term Loans as described in (a) above, then on the Canadian Facility
Renewable Tranche Termination Date then in effect, (i) all Canadian Facility
Renewable Tranche Outstandings as of such date which are not so converted shall
be due and payable in full, and (ii) in addition to any reduction required under
SECTION 4.12 hereof, the Total Canadian Facility Commitment as at such Canadian
Facility Renewable Tranche Extension Date shall be permanently reduced by an
amount equal to the Canadian Facility Renewable Tranche Outstandings as at such
date which are not so converted.

         4.14 PARTICIPATIONS. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including a Canadian Facility
Lender if necessary) will be deemed to have absolutely, irrevocably and
unconditionally purchased from each Canadian Facility Lender a Participation in
Canadian Facility Outstandings owing to such Canadian Facility Lender in an
amount such that, after such purchase, each Lender will have a Facility Credit
Exposure under the Canadian Facility equal in amount to its Applicable
Commitment Percentage multiplied by the Canadian Facility Outstandings (referred
to as the "Facility Participation Amount" for such Lender in the Canadian
Facility). Each such Participation of each Lender in the Canadian Facility shall
be funded in accordance with SECTION 11.07.

         4.15 MAXIMUM RATE OF RETURN. Notwithstanding any provision to the
contrary contained in this Agreement, in no event shall the aggregate "interest"
(as defined in Section 347 of the Criminal Code, Revised Statutes of Canada,
1985, C. 46 as the same may be amended, replaced or re-enacted from time to
time) payable under this Agreement exceed the effective annual rate of interest
on the "credit advanced" (as defined in that section) under this Agreement
lawfully permitted under that section and, if any payment, collection or demand
pursuant to this Agreement in respect of "interest" (as defined in that section)
is determined to be contrary to the provisions of that section, such payment,
collection or demand shall be deemed to have been made by mutual mistake of the
Canadian Facility Borrower and the Canadian Facility Lenders and the amount of
such payment or collection shall be refunded to the Canadian Facility Borrower;
for purposes of this Agreement the effective annual rate of interest shall be
determined in accordance with generally accepted actuarial practices and
principles over the term of the applicable credit advanced on the basis of
annual compounding of the lawfully permitted rate of interest and, in the event
of dispute, a certificate of a Fellow of the Canadian Institute of






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<PAGE>   95

Actuaries appointed by the Canadian Facility Agent will be conclusive for the
purposes of such determination.














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<PAGE>   96




                                    ARTICLE V

                             The Australian Facility

         5.01 ADVANCES.

         (a) COMMITMENT. Subject to the terms and conditions of this Agreement,
each Australian Facility Lender severally agrees to make, on behalf of all the
Lenders, Australian Facility Advances in Australian Dollars or New Zealand
Dollars (as specified in a Borrowing Notice) to the Australian Facility Borrower
requesting such Australian Facility Advance, as the case may be, as specified in
such Borrowing Notice, from time to time from the Closing Date until the Total
Facility Termination Date, on a pro rata basis as to the total borrowing
requested by such Australian Facility Borrower on any day determined by such
Australian Facility Lender's Applicable Fronting Percentage for the Australian
Facility, up to but not exceeding (i) in the case of Advances in Australian
Dollars, the Australian Dollar Fronting Commitment of such Australian Facility
Lender, and (ii) in the case of Advances in New Zealand Dollars, the New Zealand
Dollar Fronting Commitment of such Australian Facility Lender, and each Lender
shall have a Participation in each such Australian Facility Advance pursuant to
SECTION 5.14 equal in amount to its Applicable Commitment Percentage times such
Australian Facility Advance; PROVIDED, however, that the Australian Facility
Lenders will not be required and shall have no obligation to make any Australian
Facility Advance (A) so long as a Default or an Event of Default has occurred
and is continuing or (B) if the Lenders have accelerated the maturity of the
Obligations as a result of an Event of Default; provided further, however, that
immediately after giving effect to each such Australian Facility Advance, (x)
the Australian Facility Outstandings shall not exceed the Total Australian
Facility Commitment and (y) the New Zealand Dollar Outstandings shall not exceed
the Total New Zealand Dollar Commitment. Within such limits, the Australian
Facility Borrowers may borrow, repay and reborrow Australian Facility Loans
hereunder, on a Business Day, from the Closing Date until, but (as to borrowings
and reborrowings) not including, the Total Facility Termination Date; provided,
however, that the aggregate principal amount outstanding to any Australian
Facility Borrower shall not at any time exceed its Australian Facility Maximum
Amount; and provided further, however, that (i) no Offshore Rate Loan shall be
made which has an Interest Period that extends beyond the Total Facility
Termination Date and (ii) each Offshore Rate Loan may be repaid only on the last
day of the Interest Period with respect thereto, unless such prepayment is
accompanied by the additional payment, if any, due under SECTION 6.05. The
Australian Facility Borrowers agree that if at any time the Australian Facility
Outstandings shall exceed the Total Australian Facility Commitment or the New
Zealand Dollar Outstandings shall exceed the Total New Zealand Dollar
Commitment, the Australian Facility Borrowers shall immediately repay a
principal amount of the outstanding Australian Facility Loans such that, as a
result of such reduction, the Total Australian Facility Commitment shall equal
or exceed the Australian Facility Outstandings and the Total New Zealand Dollar
Commitment shall equal or exceed the New Zealand Dollar Outstandings.

         (b) Amounts, Advances and Rate Selection.






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                  (i) The principal amount outstanding on any Australian
         Facility Loan shall be recorded in the Australian Facility Agent's
         records in Australian Dollars in the case of an Australian Facility
         Advance of Australian Dollars and in New Zealand Dollars in the case of
         an Australian Facility Advance of New Zealand Dollars, in each case
         based on the amount of any Australian Facility Advance as reduced from
         time to time by the amount of any principal payments with respect to
         such Australian Facility Advance. In the case of an Australian Facility
         Advance of New Zealand Dollars, the Australian Facility Agent shall
         also record the principal amount outstanding on any such Australian
         Facility Loan in Australian Dollars, based on the Australian Dollar
         Equivalent Amount of such Australia Facility Advance determined based
         on the Spot Rate of Exchange as of the date of such Advance, as reduced
         from time to time by any principal payments with respect thereto. In
         the event an Australian Facility Loan is Continued or Converted
         pursuant to SECTION 5.08, such election shall be treated as an
         Australian Facility Advance in the Applicable Currency of such Loan for
         purposes of this SECTION 5.01, with the Australian Dollar Equivalent
         Amount of the principal amount of any such Loan in New Zealand Dollars
         determined based on the Spot Rate of Exchange as of the date of such
         Continuation or Conversion. The Australian Facility Agent shall adjust
         its books to reflect the new Australian Dollar Equivalent Amount of
         such Australian Facility Loan, and in the event that such adjustment
         would cause the Australian Facility Outstandings to exceed the Total
         Australian Facility Commitment, or the New Zealand Dollar Outstandings
         to exceed the Total New Zealand Dollar Commitment, the Australian
         Facility Borrowers shall, immediately on the effective date of such
         Continuation or Conversion, repay the portion of such Continued or
         Converted Loan (applying the new Spot Rate of Exchange) necessary to
         ensure that thereafter the Total Australian Facility Commitment shall
         equal or exceed the Australian Facility Outstandings and the Total New
         Zealand Dollar Commitment shall equal or exceed the New Zealand Dollar
         Outstandings. There shall be no more than four (4) Offshore Rate Loans
         outstanding at any one time under the Australian Facility.

                  (ii) Each Australian Facility Loan made pursuant to SECTION
         5.01 and each Continuation and Conversion under SECTION 5.08 shall be
         (A) in the case of Offshore Rate Loans, in an amount not less than AUS
         $5,000,000 (or the New Zealand Dollar Equivalent Amount thereof if in
         New Zealand Dollars), and, if greater, in integral multiples of AUS
         $500,000 (or the New Zealand Dollar Equivalent Amount thereof if in New
         Zealand Dollars), and (B) in the case of Australian Facility Base Rate
         Loans (other than Australian Facility Base Rate Refunding Loans), in an
         amount not less than AUS $5,000,000 (or the New Zealand Dollar
         Equivalent Amount thereof if in New Zealand Dollars), and, if greater,
         in integral multiples of AUS $500,000 (or the New Zealand Dollar
         Equivalent Amount thereof if in New Zealand Dollars).

                  (iii) For each Australian Facility Advance made pursuant to
         SECTION 5.01 (other than Australian Facility Base Rate Refunding Loans
         made pursuant to SECTION 5.13(c)(i)) an Authorized Representative
         shall give the Australian Facility Agent at least (A) three (3)
         Business Days' irrevocable telefacsimile notice prior to 11:00 A.M.
         (Sydney, Australia time) of each Offshore Rate Loan representing
         a borrowing or Continuation or Conversion hereunder, and (B) three (3)
         Business Days' irrevocable






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         telefacsimile notice prior to 11:00 A.M. (Sydney, Australia time) of
         each Australian Facility Base Rate Loan representing a borrowing or
         Continuation or Conversion hereunder. Each such notice shall be in the
         form of a Borrowing Notice in the form attached hereto as EXHIBIT D-4,
         which shall be effective upon receipt by the Australian Facility Agent,
         and shall specify the Type of Loan, whether the Loan is to be made in
         Australian Dollars or New Zealand Dollars, the amount of the Australian
         Facility Advance to be made, the date of borrowing and the Interest
         Period (if an Offshore Rate Loan) to be used in the computation of
         interest. Neither the Australian Facility Agent nor any Australian
         Facility Lender shall incur any liability to any Australian Facility
         Borrower in acting upon any notice referred to above which the
         Australian Facility Agent believes in good faith to have been given by
         an Authorized Representative of such Australian Facility Borrower or
         for otherwise acting in good faith, and upon funding of Australian
         Facility Loans by any Australian Facility Lender in accordance with
         this Agreement pursuant to any such notice, such Australian Facility
         Borrower shall have effected Australian Facility Loans hereunder. A
         Borrowing Notice for an Offshore Rate Loan shall be irrevocable, and
         Australian Facility Borrower giving such notice shall be bound to make
         a borrowing in accordance therewith, unless such Australian Facility
         Borrower pays to the Australian Facility Lenders such amounts as may be
         due under SECTION 6.05 for failure of a borrowing of an Offshore Rate
         Loan to occur on the date specified therefor in a Borrowing Notice. The
         duration of the initial Interest Period for each Australian Facility
         Loan shall be as specified in the initial Borrowing Notice. The
         Australian Facility Borrowers shall have the option to elect the
         duration of subsequent Interest Periods and to Continue or Convert the
         Australian Facility Loans in accordance with SECTION 5.08. If the
         Australian Facility Agent does not receive a notice of election of
         duration of an Interest Period or of the Conversion of a Loan by the
         time prescribed hereby and by SECTION 5.08, the applicable Australian
         Facility Borrower shall be deemed to have elected to Convert such Loan
         to or Continue such Loan as an Australian Facility Base Rate Loan until
         such Australian Facility Borrower notifies the Australian Facility
         Agent in accordance with SECTION 5.08.

                  (iv) Notice of receipt of each Borrowing Notice in respect of
         Australian Facility Loans made pursuant to SECTION 5.01, together with
         the amount of each Australian Facility Lender's portion of an Advance
         requested thereunder and the applicable interest rate, shall be
         provided by the Australian Facility Agent to each Australian Facility
         Lender by telefacsimile with reasonable promptness, but (provided the
         Australian Facility Agent shall have received such notice by 11:00 A.M.
         (Sydney, Australia time)) not later than 2:00 P.M. (Sydney, Australia
         time) on the same day as the Australian Facility Agent's receipt of
         such notice from the applicable Australian Facility Borrower.

                  (v) Each Australian Facility Lender shall, pursuant to the
         terms and subject to the conditions of this Agreement, not later than
         12:00 noon (Sydney, Australia time) on the date specified for such
         Australian Facility Advance, make the amount of the Australian Facility
         Advance to be made by it on such day available to the applicable
         Australian Facility Borrower by depositing or transferring the proceeds
         thereof in Australian Dollars or New Zealand Dollars, as requested, and
         in Same Day Funds to the






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         Australian Facility Agent at its Principal Office. The amount so
         received by the Australian Facility Agent shall, subject to the terms
         of this Agreement, be made available to the applicable Australian
         Facility Borrower by deposit of the proceeds to an account of such
         Australian Facility Borrower maintained at the Principal Office or
         otherwise as shall be directed in the applicable Borrowing Notice.

         5.02 PAYMENT OF INTEREST.

         (a) The Australian Facility Borrowers shall pay interest to the
Australian Facility Agent for the account of each Australian Facility Lender on
the outstanding and unpaid principal amount of each Australian Facility Loan
made by such Australian Facility Lender for the period commencing on the date of
such Australian Facility Loan until such Loan shall be paid, Continued or
Converted, as the case may be, at the then applicable Australian Facility Base
Rate for Australian Facility Base Rate Loans or applicable Offshore Rate for
Offshore Rate Loans, such payments to be made (i) in Australian Dollars with
respect to Australian Facility Loans made in Australian Dollars, and (ii) in New
Zealand Dollars with respect to Australian Facility Loans made in New Zealand
Dollars; provided, however, that if any Event of Default shall have occurred and
be continuing, all amounts outstanding hereunder shall bear interest thereafter
at the Default Rate.

         (b) Interest on each Australian Facility Loan shall be computed on the
basis of a year of 365/366 days and calculated for the actual number of days
elapsed. Interest on each Australian Facility Loan shall be paid (i) quarterly
in arrears on the last Business Day of each fiscal quarter, commencing September
30, 2000, for each Australian Facility Base Rate Loan, (ii) on the last day of
the applicable Interest Period for each Offshore Rate Loan and, if the Interest
Period extends for more than three months, also at intervals of three months
after the first day of the Interest Period and (iii) upon payment in full of the
principal of each such Loan. Interest on amounts not paid when due shall be
payable on demand.

         5.03 PAYMENT OF PRINCIPAL. The principal amount of each Australian
Facility Loan shall be due and payable to the Australian Facility Agent for the
benefit of each Australian Facility Lender in full on the Total Facility
Termination Date. The principal amount of any Australian Facility Base Rate Loan
may be prepaid in whole or in part at any time. The principal amount of any
Offshore Rate Loan may be prepaid only at the end of the applicable Interest
Period unless the Australian Facility Borrowers shall pay to the Australian
Facility Agent for the account of the Australian Facility Lenders the additional
amount, if any, required under SECTION 6.05. All prepayments of Australian
Facility Loans made by the Australian Facility Borrowers shall be in the
Applicable Currency of the respective Australian Facility Loan in the amount of
(i) AUS $5,000,000 (or the New Zealand Dollar Equivalent Amount thereof if in
New Zealand Dollars), or (ii) such greater amount which is an integral multiple
of AUS $1,000,000 (or the New Zealand Dollar Equivalent Amount thereof if in New
Zealand Dollars), or (iii) the amount equal to all Australian Facility
Outstandings, or (iv) such other amount as necessary to comply with SECTION
5.01(a) or 5.07.

         5.04 MANNER OF PAYMENT.





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         (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of Australian Facility Loans, and any other amount
required to be paid to the Australian Facility Lenders with respect to the
Australian Facility Loans, shall be made to the Australian Facility Agent at its
Principal Office, for the account of each Australian Facility Lender's
Applicable Lending Office, to be recorded in Australian Dollars and, if
applicable, New Zealand Dollars, as set forth in SECTION 5.01(b). Each such
payment shall be made in Applicable Currency of the Australian Facility Loan in
Same Day Funds before 12:00 noon (Sydney, Australia time) on the date such
payment is due. The Australian Facility Agent may, but shall not be obligated
to, debit the amount of any such payment which is not made by such time to any
ordinary deposit account, if any, of the applicable Australian Facility Borrower
with the Australian Facility Agent. The Australian Facility Borrowers shall give
the Australian Facility Agent prior telephonic notice of any payment of
principal, such notice to be given by not later than 11:00 A.M. (Sydney,
Australia time), at least three (3) Business Days prior to the date of such
payment.

         (b) The Australian Facility Agent shall deem any payment by or on
behalf of the Australian Facility Borrowers hereunder that is not made both (i)
in Australian Dollars in the case of Australian Facility Loans made in
Australian Dollars or in New Zealand Dollars in the case of Australian Facility
Loans made in New Zealand Dollars and, in either case, in Same Day Funds and
(ii) prior to 12:00 noon (Sydney, Australia time) to be a non-conforming
payment. Any such payment shall not be deemed to be received by the Australian
Facility Agent until the later of (x) the time such funds become available funds
in the required Applicable Currency and (y) the next Business Day. The
Australian Facility Agent shall give prompt telephonic notice to the applicable
Authorized Representative and each of the Australian Facility Lenders (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of SECTION 11.01(a) and 11.01(b). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding Business Day) at the Default Rate or the maximum
rate permitted by applicable law, whichever is lower, from the date such amount
was due and payable until the date such amount is paid in full.

         (c) In the event that any payment hereunder becomes due and payable on
a day other than a Business Day, then such due date shall be extended to the
next succeeding Business Day unless otherwise provided under clause (ii) of the
definition of "Interest Period"; provided that interest shall continue to accrue
during the period of any such extension.

         5.05 EVIDENCE OF INDEBTEDNESS. Each Australian Facility Borrower hereby
authorizes each Australian Facility Lender and the Australian Facility Agent to
record, from time to time, in its records, the date and amount of each
Australian Facility Loan; the interest rates payable by the applicable
Australian Facility Borrower in respect of each Australian Facility Loan and any
Interest Period applicable thereto; the dates and amounts of all payments
received by such Australian Facility Lender on account of principal, interest
and fees; and the amount of all the Australian Facility Loans which remain
payable by the Australian Facility Borrowers to such Australian Facility Lender.
All amounts and other information so recorded shall be prima facie evidence
thereof. The failure to record, or any error in recording, any such amount or
other



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information shall not limit or impair the obligations of the Australian Facility
Borrowers hereunder or under any Loan Document.

         5.06 PRO RATA PAYMENTS. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Australian Facility
Loans shall be made to the Australian Facility Agent for the account of the
Australian Facility Lenders pro rata based on their Applicable Fronting
Percentages for the Australian Facility, (b) all payments to be made by the
Australian Facility Borrowers for the account of each of the Australian Facility
Lenders on account of principal, interest and fees shall be made without
diminution, set-off, recoupment, counterclaim or, except as set forth in SECTION
6.06(a), deduction, and (c) the Australian Facility Agent will promptly
distribute payments received to the Australian Facility Lenders. Notwithstanding
the foregoing, in the event any Australian Facility Lender shall not be able to
make an Offshore Rate Loan under the circumstances provided in SECTION 6.01 or
6.03, interest shall be allocated to such Australian Facility Lender according
to the interest rate payable to such Australian Facility Lender as set forth in
SECTION 6.04.

         5.07 REDUCTIONS. The Australian Facility Borrowers shall, by notice
from an Authorized Representative, have the right from time to time (but not
more frequently than once during each fiscal quarter), upon not less than ten
(10) Business Days' written notice to the Australian Facility Agent, effective
upon receipt, to reduce the Total Australian Facility Commitment. The Australian
Facility Agent shall give each Australian Facility Lender, within two (2)
Business Days, telefacsimile notice, or telephonic notice (confirmed in
writing), of such reduction. Each such reduction shall be in the aggregate
amount of AUS $5,000,000 or such greater amount which is in an integral multiple
of AUS $1,000,000, or the entire remaining Total Australian Facility Commitment,
and shall permanently reduce the Total Australian Facility Commitment. No such
reduction shall result in the payment of any Offshore Rate Loan other than on
the last day of the Interest Period of such Loan unless such prepayment is
accompanied by amounts due, if any, under SECTION 6.05. Each such reduction of
the Total Australian Facility Commitment shall be accompanied by payment of the
principal amount of the Australian Facility Loans to the extent that the
Australian Facility Outstandings exceed the Total Australian Facility Commitment
or the New Zealand Dollar Outstandings exceed the Total New Zealand Dollar
Commitment, in each case after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid. Any reduction of the Total
Australian Facility Commitment hereunder shall result, ipso facto, in a pro rata
reduction of the Total New Zealand Dollar Commitment so that, as reduced, the
Australian Dollar Equivalent Amount of the Total New Zealand Dollar Commitment
shall at all times remain equal to 10% of the Total Australian Facility
Commitment.

         5.08 CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS. Subject
to the limitations set forth below and in ARTICLE VI hereof, the Australian
Facility Borrowers may:

         (a) upon notice to the Australian Facility Agent on or before 11:00
A.M. (Sydney, Australia time) on any Business Day, Convert all or a part of
Offshore Rate Loans to Australian Facility Base Rate Loans under the Australian
Facility on the last day of the Interest Period for such Offshore Rate Loans;
and




                                       95
<PAGE>   102

         (b) provided that no Default or Event of Default shall have occurred
and be continuing, upon five (5) Business Days' notice to the Australian
Facility Agent prior to 11:00 A.M. (Sydney, Australia time):

                  (i) elect a subsequent Interest Period for all or a portion of
         Offshore Rate Loans under the Australian Facility to begin on the last
         day of the then current Interest Period for such Offshore Rate Loans;
         and

                  (ii) Convert Australian Facility Base Loans to Offshore Rate
         Loans under the Australian Facility on any Business Day.

         Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or Conversion and the Interest Period to be applicable to
the Australian Facility Loan as Continued or Converted. Each Continuation and
Conversion pursuant to this SECTION 5.08 shall be subject to the limitations on
Offshore Rate Loans set forth in the definition of "Interest Period" herein and
in SECTION 5.01 and 5.03 and ARTICLE VI hereof. All such Continuations or
Conversions of Australian Facility Loans shall be effected pro rata based on the
Applicable Fronting Percentages of the Australian Facility Lenders for the
Australian Facility and shall be in the same currency as the original such Loan.

         5.09 FACILITY FEE. For the period beginning on the Closing Date and
ending on the Total Facility Termination Date, the Company agrees to pay to the
US Facility Agent, and the US Facility Agent shall then pay to each Lender at
its office in the United States so designated thereby based on such Lender's
Applicable Commitment Percentage, a Facility Fee equal to the Applicable Margin
for Facility Fees multiplied by the Total Australian Facility Commitment. Such
payments of Facility Fees provided for in this SECTION 5.09 shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December beginning September 30, 2000 to and on the Total Facility
Termination Date. Notwithstanding the foregoing, so long as any Australian
Facility Lender fails to make available any portion of its Australian Facility
Fronting Commitment when properly requested by an Australian Facility Borrower,
such Lender shall not be entitled to receive payment of its pro rata share of
such Facility Fee until such Lender shall make available such portion. Such
Facility Fee shall be calculated on the basis of a year of 365/366 days for the
actual number of days elapsed.

         5.10 DEFICIENCY ADVANCES. No Australian Facility Lender shall be
responsible for any default of any other Australian Facility Lender in respect
to such other Australian Facility Lender's obligation to make any Australian
Facility Loan hereunder nor shall the Australian Facility Fronting Commitment of
any Australian Facility Lender or the Australian Facility Commitment of any
Lender be increased as a result of such default of any other Australian Facility
Lender. Without limiting the generality of the foregoing, in the event any
Australian Facility Lender shall fail to advance funds to an Australian Facility
Borrower as herein provided, the Australian Facility Agent may in its
discretion, but shall not be obligated to, make an Australian Facility Advance
hereunder as an Australian Facility Lender of all or any portion of such amount
or amounts (each, a "deficiency advance") and shall thereafter be entitled to
payments of principal of and interest on such deficiency advance in the same
manner and at the





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same interest rate or rates to which such other Australian Facility Lender would
have been entitled had it made such advance; provided that, upon payment to the
Australian Facility Agent from such other Australian Facility Lender of the
entire outstanding amount of each such deficiency advance, together with accrued
and unpaid interest thereon, from the most recent date or dates interest was
paid to the Australian Facility Agent by the applicable Australian Facility
Borrower on each Australian Facility Loan comprising the deficiency advance, at
the interest rate per annum equal to the customary rate set by the Australian
Facility Agent for the correction of errors among banks in Australia for three
(3) Business Days and thereafter at the Australian Facility Base Rate, then such
payment shall be credited against the applicable Australian Facility Outstanding
owing to the Australian Facility Agent in full payment of such deficiency
advance and the applicable Australian Facility Borrower shall be deemed to have
borrowed the amount of such deficiency advance from such other Australian
Facility Lender as of the most recent date or dates, as the case may be, upon
which any payments of interest were made by such Australian Facility Borrower
thereon. In the event any Australian Facility Lender shall fail to fund its
purchase of a Participation after notice from the Australian Facility Swing Line
Lender, such Australian Facility Lender shall pay to the Australian Facility
Swing Line Lender such amount on demand, together with interest at the interest
rate per annum equal to the customary rate set by the Australian Facility Agent
for the correction of errors among banks in Australia for three (3) Business
Days and thereafter at the Australian Facility Base Rate on the amount so due
from the date of such notice to the date such purchase price is received by the
Australian Facility Swing Line Lender, as applicable.

         5.11 USE OF PROCEEDS. The proceeds of the Australian Facility Loans
made pursuant to the Australian Facility hereunder shall be used by the
Australian Facility Borrowers to finance capital expenditures and Permitted
Acquisitions and for other working capital and general corporate needs of the
Australian Facility Borrowers.

         5.12 ONE LOAN.

         (a) Subject to subsection (c) below, all Australian Facility Loans and
Australian Facility Advances by the Australian Facility Lenders to any
Australian Facility Borrower shall constitute the joint and several general
obligation of each of the Australian Facility Borrowers. Each Australian
Facility Borrower shall be jointly and severally liable to the Australian
Facility Agent and the Australian Facility Lenders for all Obligations hereunder
in respect of the Australian Facility, regardless of whether such Obligations
arise as a result of Australian Facility Advances to such Borrower, it being
stipulated and agreed that Australian Facility Advances hereunder to any
Australian Facility Borrower inure to the benefit of each of the Australian
Facility Borrowers, and that the Australian Facility Lenders are relying on the
joint and several liability of the Australian Facility Borrowers in extending
credit under the Australian Facility.

         (b) Subject to subsection (c) below, each Australian Facility Borrower
guarantees to the Australian Facility Lenders the payment in full of all of the
Obligations of the other Australian Facility Borrowers to the Australian
Facility Lenders in respect of Australian Facility and further guarantees the
due performance by each other Australian Facility Borrower of its respective
duties and covenants made in favor of the Australian Facility Agent and the
Australian Facility Lenders hereunder. Each Australian Facility Borrower agrees
that the joint and several





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liability of the Australian Facility Borrowers shall not be impaired or affected
by any modification, supplement, extension or amendment of any contract or
agreement to which the parties thereto may hereafter agree, nor by any
modification, release or other alteration of any of the rights of the Australian
Facility Agent and the Australian Facility Lenders with respect to any
collateral, nor by any delay, extension of time, renewal, compromise or other
indulgence granted by the Australian Facility Agent and the Australian Facility
Lenders with respect to any of the Obligations, nor by any other agreements or
arrangements whatever with any other Australian Facility Borrower, any guarantor
or any other Person, each Australian Facility Borrower hereby waiving all notice
of any such delay, extension, release, substitution, renewal, compromise or
other indulgence, and hereby consenting to be bound thereby as fully and
effectually as if it had expressly agreed thereto in advance. The liability of
each Australian Facility Borrower hereunder is direct and unconditional as to
all of the Obligations hereunder in respect of the Australian Facility, and may
be enforced without requiring the Australian Facility Agent or the Australian
Facility Lenders first to resort to any other right, remedy or security; no
Australian Facility Borrower shall have any right of subrogation, reimbursement
or indemnity whatsoever, nor any right of recourse to security for any of the
Obligations in respect of the Australian Facility, unless and until all of said
Obligations have been paid in full.

         (c) Notwithstanding subsections (a) and (b) above, the joint and
several liability of each Australian Facility Borrower for, and its obligation
to guarantee payment of, all Obligations of the other Australian Facility
Borrowers in respect of the Australian Facility shall not at any time exceed its
Australian Facility Maximum Amount.

         5.13 SWING LINE. (a) Notwithstanding any other provision of this
Agreement to the contrary, in order to administer the Australian Facility in an
efficient manner and to minimize the transfer of funds between the Australian
Facility Agent and the Australian Facility Lenders, the Australian Facility
Swing Line Lender shall make available Australian Facility Swing Line Loans in
Australian Dollars to the Australian Facility Borrowers prior to the Total
Facility Termination Date. The Australian Facility Swing Line Lender shall not
be obligated to, and shall not, make any Australian Facility Swing Line Loan
pursuant hereto (i) if it has been notified by the Australian Facility Agent or
has actual knowledge that the Australian Facility Borrowers are not in
compliance with all the conditions to the making of Australian Facility Loans
set forth in this Agreement, (ii) if after giving effect to such Australian
Facility Swing Line Loan, the Australian Facility Swing Line Outstandings would
exceed AUS $5,000,000, or (iii) if after giving effect to such Australian
Facility Swing Line Loan, the Australian Dollar Equivalent Amount of Australian
Facility Outstandings would exceed the Total Australian Facility Commitment. The
Australian Facility Borrowers may, subject to the conditions set forth in the
preceding sentence, borrow, repay and reborrow under this SECTION 5.13. The
interest payable on the Australian Facility Swing Line Loans is solely for the
account of the Australian Facility Swing Line Lender until such time as any
Lender has funded its Participation therein. If any Event of Default shall have
occurred and be continuing, all Australian Facility Swing Line Loans shall bear
interest thereafter at the Default Rate.

         (b) Subject to the terms and conditions in paragraph (a) of this
SECTION 5.13, the amount of all overdrafts (including overnight or "book"
overdrafts) in any deposit account that any Australian Facility Borrower may
have with the Australian Facility Swing Line Lender from






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<PAGE>   105

time to time, shall be advanced as and be deemed to be Australian Facility Swing
Loan Loans hereunder, without the requirement of notice to or from the
Australian Facility Swing Line Lender or Australian Facility Borrowers, in the
Australian Dollar Equivalent Amount of such overdraft. Each Australian Facility
Swing Line Loan made pursuant to this SECTION 5.13(b) shall bear interest at the
Australian Facility Prime Rate. The entire principal amount, together with
accrued interest thereon, of any Australian Facility Swing Line Loan made
pursuant to this SECTION 5.13(b) shall be due and payable to the Australian
Facility Swing Line Lender two Business Days following the date of such
Australian Facility Swing Line Loan.

         (c) In addition to Australian Facility Swing Line Loans made pursuant
to paragraph (b) of this SECTION 5.13, the Australian Facility Borrowers may
request Australian Facility Swing Line Loans pursuant to the terms of this
paragraph (c). Borrowings under the Australian Facility Swing Line shall be in
the minimum amount of AUS $50,000. For each Australian Facility Swing Line Loan
Advance made pursuant to this SECTION 5.13(c), an Authorized Representative
shall give the Australian Facility Swing Line Lender at least one Business Day's
notice prior to 11:00 A.M. (Sydney, Australia time) of each Australian Facility
Swing Line Loan hereunder. Each such Borrowing Notice shall specify the amount
of the borrowing and the date of borrowing, and shall be in the form of EXHIBIT
D-5, with appropriate insertions. Unless notified to the contrary by the
Australian Facility Swing Line Lender, each repayment of an Australian Facility
Swing Line Loan shall be in an amount which is an integral multiple of AUS
$50,000 or the aggregate amount of all Australian Facility Swing Line
Outstandings. Australian Facility Swing Line Loans made pursuant to this SECTION
5.13(c) shall bear interest solely at the Australian Facility Base Rate. All
accrued and unpaid interest on Australian Facility Swing Line Loans made
pursuant to this SECTION 5.13(c) shall be payable, on the dates and in the
manner provided in SECTION 5.02 with respect to interest on Australian Facility
Base Rate Loans.

         (d) Upon the making of an Australian Facility Swing Line Loan (whether
pursuant to paragraph (b) or (c) of this SECTION 5.13), each Australian Facility
Lender shall be deemed to have purchased from the Australian Facility Swing Line
Lender a Participation therein in an amount equal to that Australian Facility
Lender's Applicable Fronting Percentage of such Australian Facility Swing Line
Loan. Upon demand made by the Australian Facility Swing Line Lender, each
Australian Facility Lender shall, according to its Applicable Fronting
Percentage of such Australian Facility Swing Line Loan, promptly provide to the
Australian Facility Swing Line Lender the purchase price of its Participation
therein. Any Advance made by an Australian Facility Lender pursuant to demand of
the Australian Facility Swing Line Lender of the purchase price of its
Participation shall when made be deemed to be (i) provided that the conditions
to making Australian Facility Loans shall be satisfied, an Australian Facility
Base Rate Refunding Loan and (ii) in all other cases, the funding by each
Australian Facility Lender of the purchase price of its Participation in such
Australian Facility Swing Line Loan. The obligation of each Australian Facility
Lender to so provide its purchase price to the Australian Facility Swing Line
Lender shall be absolute and unconditional and shall not be affected by the
occurrence of an Event of Default or any other occurrence or event.

         (e) Any Australian Facility Borrower, at its option and subject to the
terms hereof, may request an Advance pursuant to SECTION 5.01 in an amount
sufficient to repay Australian Facility Swing Line Outstandings on any date and
the Australian Facility Agent shall provide to





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the Australian Facility Swing Line Lender from the proceeds of such Advance the
amount necessary to repay such Australian Facility Swing Line Outstandings
(which the Australian Facility Swing Line Lender shall then apply to such
repayment) and credit any balance of the Advance in immediately available funds
in the manner directed by the applicable Australian Facility Borrower. The
Australian Facility Swing Line shall continue in effect until the Total Facility
Termination Date, at which time all Australian Facility Swing Line Outstandings
and accrued interest thereon shall be due and payable in full.

         5.14 PARTICIPATIONS. On the Closing Date and each day thereafter until
the Total Facility Termination Date, each Lender (including an Australian
Facility Lender if necessary) will be deemed to have absolutely, irrevocably and
unconditionally purchased from each Australian Facility Lender a Participation
in Australian Facility Outstandings owing to such Australian Facility Lender
(including in such Australian Facility Outstandings all Participations of such
Australian Facility Lender in Australian Facility Swing Line Loans) in an amount
such that, after such purchase, each Lender will have a Facility Credit Exposure
under the Australian Facility equal in amount to its Applicable Commitment
Percentage multiplied by the Australian Facility Outstandings (referred to as
the "Facility Participation Amount" for such Lender in the Australian Facility).
Each such Participation of each Lender in the Australian Facility shall be
funded in accordance with SECTION 11.07.










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                                   ARTICLE VI

                            Changes in Circumstances

         6.01 INCREASED COST AND REDUCED RETURN.

         (a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office), the Issuing Bank or any Bank Guarantee Issuer, with
any request or directive (whether or not having the force of law) of any such
Governmental Authority, central bank, or comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office), the Issuing Bank or any Bank Guarantee Issuer to any tax,
         duty, or other charge with respect to any Fixed Rate Loans, any Note,
         its obligation to make or to Participate in Fixed Rate Loans or
         Reimbursement Obligations, or its obligation to issue any Letter of
         Credit or Bank Guarantee; or shall change the basis of taxation of any
         amounts payable to such Lender (or its Applicable Lending Office), the
         Issuing Bank or any Bank Guarantee Issuer under this Agreement or any
         Note in respect of any Fixed Rate Loans, Letters of Credit, Bank
         Guarantees or Reimbursement Obligations (other than taxes imposed on
         the overall net income of such Lender, Issuing Bank or Bank Guarantee
         Issuer by the jurisdiction in which such Lender, Issuing Bank or Bank
         Guarantee Issuer has its principal office or such Applicable Lending
         Office);

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, compulsory loan, or similar requirement
         (other than the Applicable Reserve Requirement utilized in the
         determination of the Eurodollar Rate or the Offshore Rate) relating to
         any extensions of credit or other assets of, or any deposits with or
         other liabilities or commitments of, such Lender (or its Applicable
         Lending Office), Issuing Bank or Bank Guarantee Issuer including the
         Applicable Facility Commitments, Applicable Fronting Commitments, Bank
         Guarantee Commitment and Letter of Credit Commitment of such Lender,
         Issuing Bank or Bank Guarantee Issuer hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office), Issuing Bank or Bank Guarantee Issuer or the London or
         applicable offshore interbank market any other condition affecting this
         Agreement or any Note or any of such extensions of credit or
         liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office), Issuing Bank or Bank Guarantee Issuer of
making, Converting into, Continuing, or maintaining or participating in any
Fixed Rate Loan or Reimbursement Obligation or issuing any Letter of Credit or
Bank Guarantee or to reduce any sum received or receivable by such Lender (or
its Applicable Lending Office), Issuing Bank or Bank Guarantee






                                      101
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Issuer under this Agreement or any Note with respect to any Fixed Rate Loan,
Reimbursement Obligation, Letter of Credit or Bank Guarantee then each Borrower
in the Facility or Facilities in which such Lender, Issuing Bank or Bank
Guarantee Issuer has made, or is obligated to make, such Fixed Rate Loans or to
participate in Reimbursement Obligations or to issue such Letters of Credit or
Bank Guarantees to which such increased costs relate shall pay to such Lender,
Issuing Bank or Bank Guarantee Issuer on demand such amount or amounts as will
compensate such Lender, Issuing Bank or Bank Guarantee Issuer for such increased
cost or reduction. If any Lender, Issuing Bank or Bank Guarantee Issuer requests
compensation by any Borrower under this SECTION 6.01(a), the applicable Borrower
may, by notice to such Lender, Issuing Bank or Bank Guarantee Issuer (with a
copy to the Applicable Facility Agent and the Global Agent), suspend the
obligation of such Lender to make or Continue Loans, or to Convert Loans of any
other Type into Loans of such Type, or the obligation of such Issuing Bank to
issue Letters of Credit or the obligation of the Bank Guarantee Issuer to issue
Bank Guarantees of the Type with respect to which such compensation is
requested, until the event or condition giving rise to such request ceases to be
in effect (in which case the provisions of SECTION 6.04 shall be applicable);
provided that such suspension shall not affect the right of such Lender, Issuing
Bank or Bank Guarantee Issuer to receive the compensation so requested.

         (b) If, after the date hereof, any Lender, Issuing Bank or Bank
Guarantee Issuer shall have determined that the adoption of any applicable law,
rule, or regulation regarding capital adequacy or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank, or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank, or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender, Issuing Bank, Bank Guarantee Issuer or any
corporation controlling such Lender, Issuing Bank or Bank Guarantee Issuer as a
consequence of such Lender's, Issuing Bank's or Bank Guarantee Issuer's
obligations hereunder to a level below that which such Lender, Issuing Bank or
Bank Guarantee Issuer or such corporation could have achieved but for such
adoption, change, request, or directive (taking into consideration its policies
with respect to capital adequacy), then from time to time upon demand each
Applicable Borrower in any Facility in which such Lender, Issuing Bank or Bank
Guarantee Issuer has made or is obligated to make Loans, or has issued or is
obligated to issue Letters of Credit or Bank Guarantees, shall pay to such
Lender, Issuing Bank or Bank Guarantee Issuer such additional amount or amounts
as will compensate such Lender, Issuing Bank or Bank Guarantee Issuer for such
reduction.

         (c) Each Lender shall promptly notify the Borrowers and the Agents of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender, Issuing Bank or Bank Guarantee Issuer to compensation
pursuant to this SECTION 6.01 and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the judgment of such Lender, Issuing Bank or
Bank Guarantee Issuer, be otherwise disadvantageous to it. Any Lender claiming
compensation under this SECTION 6.01 shall furnish to the Borrowers and the
Agents a statement setting forth the additional amount or amounts to be paid to
it hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender, Issuing Bank or Bank Guarantee Issuer may
use any reasonable averaging and attribution methods.




                                      102
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         6.02 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Fixed Rate Loan:

         (a) the Applicable Facility Agent in the Facility in which such Fixed
Rate Loan is to be made or Continued or Converted determines (which
determination shall be conclusive) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate or Offshore Rate or Canadian Facility BA Rate, as the case may
be, for such Interest Period; or

         (b) the Required Fronting Lenders in the Facility in which such Fixed
Rate Loan is to be made or Continued or Converted determine (which determination
shall be conclusive) and notify the Applicable Facility Agent and the Global
Agent that (i) the Eurodollar Rate will not adequately and fairly reflect the
cost to the Lenders in such Facility of funding Fixed Rate Loans for such
Interest Period or (ii) that the Offshore Rate does not represent, in the case
of the UK Facility Lenders, the effective cost to those Lenders for deposits in
the Applicable Currency of comparable amounts for the applicable Interest Period
or, in the case of the Australian Facility Lenders, the effective bid rate for
bills of exchange of such tenor in Australian Dollars for such Lenders or (iii)
that the Canadian Facility BA Rate does not represent, in the case of the
Canadian Facility Lenders, the effective cost to those Lenders for banker's
acceptances of comparable amounts for the applicable Interest Period;

then the Applicable Facility Agent shall give the Applicable Borrowers prompt
notice thereof specifying the relevant Type of Loans and the relevant amounts or
periods, and so long as such condition remains in effect, the Applicable Lenders
in such Facility or Facilities shall be under no obligation to make additional
Loans of such Type, Continue Loans of such Type, or to Convert Loans of any
other Type into Loans of such Type and the Applicable Borrower shall, on the
last day(s) of the then current Interest Period(s) for the outstanding Loans of
the affected Type, either repay such Loans or Convert such Loans into another
Type of Loan in accordance with the terms of this Agreement.

         6.03 ILLEGALITY. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund any Fixed Rate Loans hereunder, then such
Lender shall promptly notify the Applicable Borrowers in the Facility or
Facilities in which such Lender has made or is obligated to make such Fixed Rate
Loans and such Lender's obligation to make or Continue any Fixed Rate Loans and
to Convert other Types of Loans into such Fixed Rate Loans shall be suspended
until such time as such Lender may again make, maintain, and fund such Fixed
Rate Loans (in which case the provisions of SECTION 6.04 shall be applicable).

         6.04 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
make a particular Type of Fixed Rate Loan or to Continue, or to Convert Loans of
any other Type into, Loans of a particular Type shall be suspended pursuant to
SECTION 6.01 or 6.03 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into, in the case of the US
Facility, the Canadian Facility or the Australian Facility, a Floating Rate Loan
applicable to the






                                      103
<PAGE>   110

Facility or Facilities in which the Affected Loans were made or, in the case of
the UK Facility, a UK Facility Alternative Rate Loan (each referred to as
"Substitute Base Rate Loans") on the last day(s) of the then current Interest
Period(s) for Affected Loans (or, in the case of a Conversion required by
SECTION 6.03 hereof, on such earlier date as such Lender may specify to the
Applicable Borrower with a copy to the Applicable Facility Agent and the Global
Agent) and, unless and until such Lender gives notice as provided below that the
circumstances specified in SECTION 6.01 or 6.03 hereof that gave rise to such
Conversion no longer exist:

         (a) to the extent that such Lender's Affected Loans have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Affected Loans shall be applied instead to its
Substitute Base Rate Loans; and

         (b) all Loans that would otherwise be made or Continued by such Lender
as Loans of the Affected Type shall be made or Continued instead as Substitute
Base Rate Loans, and all Loans of such Lender that would otherwise be Converted
into Loans of the Affected Type shall be Converted instead into (or shall remain
as) Substitute Base Rate Loans.

If such Lender gives notice to the Applicable Borrowers (with a copy to the
Applicable Facility Agent and the Global Agent) that the circumstances specified
in SECTION 6.01 or 6.03 hereof that gave rise to the Conversion of such Lender's
Affected Loans pursuant to this SECTION 6.04 no longer exist (which such Lender
agrees to do promptly upon such circumstances ceasing to exist) at a time when
Loans of the Affected Type made by other Lenders are outstanding, such Lender's
Substitute Base Rate Loans shall be automatically Converted, on the first day(s)
of the next succeeding Interest Period(s) for such outstanding Loans of the
Affected Type, to the extent necessary so that, after giving effect thereto, all
Loans held by the Lenders holding Loans of the Affected Type and by such Lender
are held pro rata (as to principal amounts, Types, and Interest Periods) in
accordance with their respective Applicable Fronting Percentage applicable to
the Facility or Facilities in which the Affected Loans were made.

         6.05 COMPENSATION. Upon the request of any Lender, each Applicable
Borrower in any Facility in which such Lender has made or is obligated to make
Loans shall pay to such Lender such amount or amounts as shall be sufficient (in
the reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

         (a) any payment, prepayment, or Conversion of a Fixed Rate Loan for any
reason (including, without limitation, the acceleration of the Loans pursuant to
SECTION 11.01) on a date other than the last day of the Interest Period for such
Loan; or

         (b) any failure by the Applicable Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in ARTICLE
VII to be satisfied) to borrow, Convert, Continue, or prepay a Fixed Rate Loan
on the date for such borrowing, Conversion, Continuation, or prepayment
specified in the relevant notice of borrowing, prepayment, Continuation, or
Conversion under this Agreement.

         6.06 TAXES.




                                      104
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         (a) Any and all payments by any Borrower to any Lender, Issuing Bank,
Bank Guarantee Issuer or Agent under this Agreement and any other Loan Document
shall be made free and clear of, and without deduction or withholding for, any
Taxes. In addition, each Borrower shall pay all Other Taxes.

         (b) If any Borrower shall be required by law to deduct or withhold any
Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lender, Issuing Bank, Bank Guarantee or Agent, then:

                  (i) the sum payable shall be increased as necessary so that,
         after making all required deductions and withholdings (including
         deductions and withholdings applicable to additional sums payable under
         this SECTION 6.06), such Lender, Issuing Bank, Bank Guarantee Issuer or
         Agent, as the case may be, receives and retains an amount equal to the
         sum it would have received and retained had no such deductions or
         withholdings been made;

                  (ii) such Borrower shall make such deductions and
         withholdings;

                  (iii) such Borrower shall pay the full amount deducted or
         withheld to the relevant taxing authority or other authority in
         accordance with applicable law; and

                  (iv) such Borrower shall also pay to such Lender, Issuing
         Bank, Bank Guarantee Issuer or Applicable Facility Agent for the
         account of such Lender, Issuing Bank, Bank Guarantee Issuer or Agent at
         the time interest is paid, Further Taxes in the amount that the
         respective Lender, Issuing Bank, Bank Guarantee Issuer or Agent
         specifies as necessary to preserve the after-tax yield the Lender,
         Issuing Bank, Bank Guarantee Issuer or Agent would have received if
         such Taxes, Other Taxes or Further Taxes had not been imposed.

         (c) The Company and each Borrower jointly and severally agree to
indemnify and hold harmless each Lender, Issuing Bank, Bank Guarantee Issuer and
Agent for the full amount of (i) Taxes, (ii) Other Taxes, and (iii) Further
Taxes in the amount that the respective Lender, Issuing Bank, Bank Guarantee
Issuer or Agent specifies as necessary to preserve the after-tax yield the
Lender, Issuing Bank, Bank Guarantee Issuer or Agent would have received if such
Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties, interest, additions to tax and expenses) arising therefrom
or with respect thereto, whether or not such Taxes, Other Taxes or Further Taxes
were correctly or legally asserted. Payment under this indemnification shall be
made within 30 days after the date the applicable Lender, Issuing Bank, Bank
Guarantee Issuer or Agent makes written demand therefor.

         (d) Within 30 days after the date of any payment by the applicable
Borrower of Taxes, Other Taxes or Further Taxes, such Borrower shall furnish to
each Applicable Lender, Issuing Bank, Applicable Bank Guarantee Issuer or
Applicable Facility Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment satisfactory to such
Lender, Issuing Bank, Bank Guarantee Issuer or Agent.





                                      105
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               (e) If any Borrower is required to pay any amount to any Lender
or Agent pursuant to subsection (b) or (c) of this SECTION 6.06, then such
Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Applicable Lending Office so as
to eliminate any such additional payment by such Borrower which may thereafter
accrue, if such change in the sole judgment of such Lender is not otherwise
disadvantageous to such Lender.

               (f) Each US Facility Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Lender listed on the
signature pages hereof and on or prior to the date on which it becomes a US
Facility Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by any US Facility Borrower or the US
Facility Agent (but only so long as such Lender remains lawfully able to do so),
shall provide the Company and the US Facility Agent with (i) Internal Revenue
Service Form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed
by the Internal Revenue Service, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States, (ii) Internal Revenue
Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the
Internal Revenue Service, and (iii) any other form or certificate required by
any taxing authority (including any certificate required by Sections 871(h) and
881(c) of the Internal Revenue Code), certifying that such Lender is entitled to
an exemption from or a reduced rate of tax on payments pursuant to this
Agreement or any of the other Loan Documents.

               (g) Each UK Facility Lender (other than a Lender entitled to
receive payments of interest in respect of each UK Facility Loan free of
withholding or deduction for or on account of United Kingdom income tax under
Section 349(3)(a) of the Income and Corporation Taxes Act 1988 of the United
Kingdom (a "UK Qualifying Lender"); provided that this subsection (e) shall
apply to a UK Qualifying Lender which loses such status, other than through a
change in any applicable law, treaty or governmental rule, regulation or order,
or any change in the interpretation, administration or application thereof after
the Closing Date or effective date thereafter it becomes a Lender, from the date
of such loss) shall deliver to the appropriate Person such application forms,
certificates, documents or other evidence as may be required from time to time,
properly completed and duly executed by such UK Facility Lender, to enable the
UK Facility Borrowers to be able to pay interest on the UK Facility Loans of
such UK Facility Lender without withholding or deduction for or on account of
any United Kingdom income tax.

               (h) Each Canadian Facility Lender that is organized under the
laws of any jurisdiction other than Canada or any political subdivision thereof
(a "Non-Canadian Lender") agrees to deliver to the Canadian Facility Borrower
and Canadian Facility Agent upon request such certificates, documents or other
evidence as may be required from time to time, properly completed and duly
executed by such Non-Canadian Lender, to establish the basis for any applicable
exemption from or reduction of taxes with respect to any payments to such
Non-Canadian Lender of principal, interest, fees, commissions or any other
amount payable under this Agreement or the Canadian Facility Loans.



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               (i) Each Australian Facility Lender that is organized under the
laws of any jurisdiction other than Australia or any political subdivision
thereof, (a "Non-Australian Lender") agrees to deliver to the Australian
Facility Borrowers and Australian Facility Agent upon request such certificates,
documents or other evidence as may be required from time to time, properly
completed and duly executed by such Non-Australian Lender, to establish the
basis for any applicable exemption from or reduction of taxes with respect to
any payments to such Non-Australian Lender of principal, interest, fees,
commissions or any other amount payable under this Agreement or the Australian
Facility Loans, other than with respect to payments made on or in connection
with Australian Facility Loans advanced in New Zealand Dollars.

               (j) For any period with respect to which a Lender has failed to
provide the Company and the Applicable Facility Agent with the appropriate form
pursuant to SECTION 6.06(f), (g), (h) or (i), as applicable (unless such failure
is due to a change in treaty, law, or regulation occurring subsequent to the
date on which a form originally was required to be provided), such Lender shall
not be entitled to indemnification under SECTION 6.06(a), (b), or (c) with
respect to Taxes imposed by the United States, United Kingdom, Canada or
Australia, as applicable (specifically exempting from this SECTION 6.06(j), and
thereby preserving each Lender's rights to indemnification hereunder with
respect to, Taxes imposed by New Zealand); provided, however, that should a
Lender, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to deliver a
form required hereunder, each Applicable Borrower shall take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

               (k) Without prejudice to the survival of any other agreement of
any Borrower hereunder, the agreements and obligations of each Borrower
contained in this SECTION 6.06 shall survive the occurrence of the Total
Facility Repayment Date.

               6.07 REPLACEMENT LENDER. In the event any Lender seeks additional
compensation pursuant to this ARTICLE VI or is restricted from making any Fixed
Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or
Event of Default shall have occurred and be continuing and the Company has
obtained a commitment from another Lender or an Eligible Assignee to become a
Lender for all purposes hereunder, the Company may cause such Restricted Lender
to be replaced by, and to assign all its Loans, Applicable Facility Commitments,
Applicable Fronting Commitments, Participations and other Obligations owing
thereto pursuant to SECTION 13.01 to, such other Lender or an Eligible Assignee
reasonably acceptable to the Applicable Facility Agent(s) and the Global Agent
which is not similarly restricted and will not seek such additional
compensation. Such Restricted Lender agrees to execute and to deliver to the
Global Agent and to each Applicable Facility Agent of each Facility in which
such Restricted Lender has made or was obligated to make Loans an Assignment and
Acceptance with such replacement Lender as provided in SECTION 13.01 hereof upon
payment at par of all principal, interest, fees and other amounts owing under
this Agreement to such Restricted Lender. The Company shall pay to the
Applicable Facility Agent the processing fee required by SECTION 13.01(a)(iv) in
connection with such assignment.



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               6.08 FUNDING. In the event any Borrower elects to obtain any
Loans as Fixed Rate Loans, or elects to Continue any Fixed Rate Loans or Convert
any portion of the principal amount of any Floating Rate Loans to Fixed Rate
Loans, each Lender may, if it so elects, fulfill its obligation to make or
Continue any portion of the principal amount of any Loan as, or to Convert any
portion of the principal amount of any Loan into, a Fixed Rate Loan in
accordance with any election made by such Borrower by causing a foreign branch
or affiliate of such Lender or an international banking facility created by such
Lender to make such Fixed Rate Loan; provided, that in such event such Fixed
Rate Loan shall be deemed to have been made by such Lender, and the obligation
of the Borrower to repay such Fixed Rate Loan shall nevertheless be to such
Lender and shall be deemed to be held by such Lender, to the extent of such
Fixed Rate Loan, for the account of such foreign branch, affiliate or
international banking facility. In addition, the Borrowers hereby consent and
agree that, for purposes of any determination to be made for purposes of this
Agreement (including SECTIONS 6.01, 6.02, 6.03 and 6.04), it shall be
conclusively assumed that each Lender elected to fund all Fixed Rate Loans by
purchasing deposits in the Applicable Currency in its eurocurrency office's
interbank eurocurrency market.

               6.09 ECONOMIC AND MONETARY UNION IN THE EUROPEAN COMMUNITY

               (a) As a result of the implementation of the European economic
and monetary union ("EMU"), the French Franc and the euro are at the Closing
Date, and anticipated until December 31, 2001 to be, both recognized by the
central bank or comparable governmental authority of France and, subject to
SECTION 6.09(e) below, any amount borrowed hereunder by any party hereto in the
French Franc shall be payable in French Francs and any amount borrowed hereunder
in the euro shall be payable in the euro. After the European Central Bank and/or
the comparable government authority ceases to recognize the French Franc, then
the amount so payable shall be determined by redenominating or converting such
French Francs into the euro at the exchange rate officially fixed by the
European Central Bank for the purpose of implementing the EMU.

               (b) The Applicable Borrowers shall from time to time, at the
request of any Lender, pay to such Lender the amount of any losses, damages,
liabilities, claims, reduction in yield, additional expense or increased cost
incurred by, or of any reduction in any amount payable to or in the effective
return on its capital to, or any decrease or delay in the payment of interest or
other return foregone by, such Lender or any of its affiliates as a result of
any political, tax, liquidity, currency exchange or market risk resulting from
the introduction of, changeover to or operation of the euro in any applicable
nation or eurocurrency market.

               (c) Without prejudice and in addition to any method of conversion
or rounding prescribed by any EMU Legislation and without prejudice to (i) the
liabilities for Indebtedness of the Borrowers to the Lenders under or pursuant
to this Agreement or (ii) each Lender's Commitment, any reference in this
Agreement to a minimum amount (or an integral multiple thereof) in a national
currency of a Subsequent Participant to be paid to or by the UK Facility Agent
shall immediately, upon it becoming a Participating Member State, be replaced by
a reference to such reasonably comparable and convenient amount (or an integral
multiple thereof) in the euro unit as the UK Facility Agent may specify.



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               (d) Notwithstanding SECTIONS 3.02, 3.03 and 3.04, if and to the
extent that EMU Legislation provides that amounts denominated in the euro or
French Franc may be paid within France in either the euro or the French Franc by
crediting an account of the creditor in France, payments with respect to the UK
Facility Alternative Currency Tranche may be made in either the euro or French
Franc.

               (e) The UK Facility Agent may from time to time further modify
the terms of, and practices contemplated by, this Agreement with respect to the
euro to the extent the UK Facility Agent determines, in its reasonable
discretion, that such modifications are necessary or convenient to reflect new
laws, regulations, customs or practices developed in connection with the euro.
The UK Facility Agent may effect such modifications, and this Agreement shall be
deemed so amended, without the consent of the Borrower or Lenders to the extent
such modifications are not materially disadvantageous to the Borrower and the
Lenders, upon notice thereto.


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                                   ARTICLE VII

                   Conditions to Closing and to Making Loans,
              Issuing Letters of Credit and Issuing Bank Guarantees

               7.01 CONDITIONS OF CLOSING. The effectiveness of this Agreement
is subject to the following conditions precedent:

               (a) The Global Agent shall have received, on the Closing Date in
form and substance satisfactory to the Agents and the Lenders the following:

                             (i) executed originals of each of this Agreement,
               each Note requested by any Lender, the Guaranty, the LC Account
               Agreement, the Bank Guarantee Cash Account Agreement and the
               other Loan Documents, together with all schedules and exhibits
               thereto in form and substance satisfactory to the Agents and the
               Lenders;

                             (ii) the favorable written opinion of special U.S.
               counsel to the Company as US Facility Borrower and Guarantor and
               to each other Borrower substantially in the form of EXHIBIT G-1
               and the favorable written opinion of special New York counsel to
               the Company as US Facility Borrower and Guarantor and to each
               other Borrower substantially in the form of EXHIBIT G-2, each
               dated the Closing Date, addressed to the Agents and the Lenders
               and satisfactory to special counsel to the Global Agent;

                             (iii) resolutions of the board of directors (or of
               the appropriate committee thereof) of each of the Borrowers
               certified by its secretary or assistant secretary as of the
               Closing Date, approving and adopting the Loan Documents to be
               executed by such Borrower, and authorizing the execution and
               delivery thereof; specimen signatures of officers of each
               Borrower executing the Loan Documents, certified by the Secretary
               or Assistant Secretary of such Borrower;

                             (iv) a certificate of the secretary or assistant
               secretary of each Borrower as to the absence of any change to the
               Organizational Documents of each of the Borrowers since the date
               of the Existing Credit Agreement and that such Organizational
               Documents remain in full force and effect;

                             (v) a certificate of the secretary or assistant
               secretary of each Borrower as to the absence of any change to the
               Operating Documents of each of the Borrowers since the date of
               the Existing Credit Agreement and that such Operating Documents
               remain in full force and effect;

                             (vi) certificates issued as of a recent date by the
               Secretary of State or comparable official of the jurisdiction of
               the formation of each of the Borrowers as to the corporate good
               standing of such Borrower therein;



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                             (vii) all fees payable by the Borrowers on the
               Closing Date to the Agents and the Lenders;

                             (viii) financial statements of the Borrower and its
               Subsidiaries required to be delivered pursuant to SECTION
               8.02(b)(i) hereof if not previously delivered to the Lenders
               pursuant to the Existing Credit Agreement;

                             (ix) a certificate of an Authorized Representative
               of the Company reasonably satisfactory to the Agents and the
               Lenders as to the matters set forth in SECTION 7.01(b)(ii)
               through (iv) and 7.01(c)(i); and

                             (x) such other documents, instruments, certificates
               and opinions as any Agent or any Lender may reasonably request on
               or prior to the Closing Date in connection with the consummation
               of the transactions contemplated hereby;

               (b) Each of the following shall have occurred or be true:

                             (i) The Global Agent shall have completed all due
               diligence with respect to the Company and its Subsidiaries in
               scope and determination satisfactory to the Global Agent in its
               sole discretion;

                             (ii) There shall not be any action, suit,
               investigation or proceeding pending or threatened in any court or
               before any arbitrator or governmental instrumentality that (a)
               purports to affect the transactions contemplated hereby, (b)
               would reasonably be expected to have a Material Adverse Effect or
               (c) would reasonably be expected to have a material adverse
               effect on the ability of the Loan Parties to perform their
               respective obligations hereunder or under the other Loan
               Documents;

                             (iii) The Company and its Subsidiaries shall be in
               compliance with all existing financial and material contractual
               obligations before and immediately after giving effect to the
               financings and other transactions contemplated hereby;

                             (iv) The Company and its Subsidiaries shall have
               received all government, shareholder and third-party approvals,
               consents and waivers, and shall have made or given all necessary
               filings and notices, as shall be required to consummate the
               transactions contemplated hereby without the occurrence of any
               default under, conflict with or violation of (A) any applicable
               law, rule, regulation, order or decree of any court or other
               Governmental Authority or arbitral authority, (B) any
               Organizational Document or Operating Agreements of the Company or
               any Subsidiary or (C) any agreement, document or instrument to
               which any of the Company or any Subsidiary is a party or by which
               any of them or their properties is bound, if such default,
               conflict or violation would reasonably be expected to result in a
               Material Adverse Effect; and all applicable waiting periods shall
               have expired without any action being taken or threatened in
               writing by any authority that could restrain, prevent or impose
               any material adverse conditions on the making of any Loan or
               other transactions contemplated hereby, and no law or regulation



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               shall be applicable which would reasonably be expected to have a
               Material Adverse Effect; and

               (c) In the good faith judgment of the Agents and the Lenders:

                             (i) There shall not have occurred a material
               adverse change in the business, assets, liabilities, operations,
               condition (financial or otherwise) or prospects of the Company
               and its Subsidiaries taken as a whole since February 29, 2000,
               except as communicated to the Lenders and the Agents prior to the
               date hereof, or in the facts or information regarding such
               entities most recently delivered to the Global Agent by the
               Company or any Borrower;

                             (ii) There shall not have occurred and be
               continuing a material adverse change in the market for syndicated
               credit facilities similar in nature to the Facilities or a
               material disruption of, or a material adverse change in,
               financial, banking or capital market conditions, in each case as
               determined by the Global Agent in its reasonable discretion.

               7.02 CONDITIONS OF LOANS, LETTERS OF CREDIT AND BANK GUARANTEES.
The obligations of the Lenders to make any Advances, the Issuing Bank to issue
(or renew) Letters of Credit and the Applicable Bank Guarantee Issuer to issue
(or renew) Bank Guarantees, on or subsequent to the Closing Date are subject to
the satisfaction of the following conditions:

               (a) in the case of each Advance, the Applicable Facility Agent
(or, in the case of Australian Facility Swing Line Loans, the Australian
Facility Swing Line Lender) under a specific Facility shall have received a
Borrowing Notice if required hereby;

               (b) the representations and warranties of the Borrowers set forth
in ARTICLE VII hereof and in each of the other Loan Documents shall be true and
correct on and as of the date of such Advance or Letter of Credit or Bank
Guarantee issuance or renewal, with the same effect as though such
representations and warranties had been made on and as of such date, except to
the extent that such representations and warranties expressly relate to an
earlier date and except that the financial statements referred to in SECTION
8.02(b) shall be deemed to be those financial statements most recently delivered
to the Agents and the Lenders pursuant to SECTION 9.01 hereof;

               (c) at the time of each such Advance or the issuance or renewal
of a Letter of Credit or Bank Guarantee, no Default or Event of Default shall
have occurred and be continuing;

               (d) immediately after giving effect to a US Facility Advance or
the issuance or renewal of a Letter of Credit, (i) the US Facility Outstandings
shall not exceed the Total US Facility Commitment and (ii) the US Facility
Revolving Credit Outstandings plus Letter of Credit Outstandings shall not
exceed the US Facility Revolving Credit Facility Commitment;

               (e) immediately after giving effect to a Canadian Facility
Advance, (i) the Canadian Facility Outstandings shall not exceed the Total
Canadian Facility Commitment, (ii) the Canadian Facility Renewable Tranche
Outstandings shall not exceed the Canadian Facility


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Renewable Tranche Commitment, and (iii) the Canadian Facility Full Maturity
Tranche Outstandings shall not exceed the Canadian Facility Full Maturity
Tranche Commitment;

               (f) immediately after giving effect to a UK Facility Advance or
the issuance or renewal of a Bank Guarantee, (i) the UK Facility Outstandings
shall not exceed the Total UK Facility Commitment, and the sum of the French
Franc Outstandings plus the euro Outstandings shall not exceed the Total UK
Alternative Currency Commitment, and (ii) the aggregate amount borrowed by, and
outstanding to, any UK Facility Borrower shall not exceed its UK Facility
Maximum Amount;

               (g) immediately after giving effect to an Australian Facility
Advance, (i) the Australian Facility Outstandings shall not exceed the Total
Australian Facility Commitment and the New Zealand Dollar Outstandings shall not
exceed the Total New Zealand Dollar Commitment, and (ii) the aggregate
Australian Dollar Equivalent Amount borrowed by, and outstanding to, any
Australian Facility Borrower shall not exceed its Australian Facility Maximum
Amount;

               (h) immediately after giving effect to an Australian Facility
Swing Line Loan, the Australian Facility Swing Line Outstandings shall not
exceed AUS $5,000,000;

               (i) in the case of the issuance of a Letter of Credit, the US
Facility Borrower shall have executed and delivered to the Issuing Bank an
Application and Agreement for Letter of Credit in form and content acceptable to
the Issuing Bank together with such other instruments and documents as it shall
request;

               (j) immediately after giving effect to the issuance of a Letter
of Credit or renewal thereof, the aggregate US Dollar Equivalent Amount of all
outstanding Participations in Letters of Credit and Reimbursement Obligations
arising from Letters of Credit (or in the case of the Issuing Bank, its
remaining interest after deduction of all Participations in Letters of Credit
and Reimbursement Obligations arising from Letters of Credit of other US
Facility Lenders) for each US Facility Lender and in the aggregate shall not
exceed, respectively, (X) such US Facility Lender's Letter of Credit Commitment
or (Y) the Total Letter of Credit Commitment;

               (k) in the case of the issuance of a Bank Guarantee, a UK
Facility Borrower shall have executed and delivered to the Applicable Bank
Guarantee Issuer a Bank Guarantee Issuance Agreement in form and content
acceptable to the Applicable Bank Guarantee Issuer together with such other
instruments and documents as it shall request;

               (l) immediately after giving effect to the issuance of a Bank
Guarantee or renewal thereof, the aggregate amount of all outstanding
Participations in Bank Guarantees and Reimbursement Obligations arising from
Bank Guarantees (or in the case of the Applicable Bank Guarantee Issuer, its
remaining interest after deduction of all Participations in Bank Guarantees and
Reimbursement Obligations arising from Bank Guarantees of other UK Facility
Lenders) for each UK Facility Lender and in the aggregate shall not exceed,
respectively, (X) such UK Facility Lender's Bank Guarantee Commitment or (Y) the
Total Bank Guarantee Commitment; and



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               (m) in the case of any Advance to Carlton Cards Limited or UK
Greetings Limited under the UK Facility, the Global Agent shall have received
evidence that such UK Facility Borrower shall have filed its statutory accounts
required under the laws of England.

Each request for a borrowing, Continuation or Conversion of Loans or the
issuance or renewal of a Letter of Credit or Bank Guarantee shall constitute a
representation and warranty by the Borrowers that the conditions set forth in
clauses (b) and (c) above have been satisfied as of the date thereof and that as
of the date of such Advance or issuance or renewal of a Letter of Credit or Bank
Guarantee there has not been any material adverse change in the business,
operations or financial condition of the Company and its Subsidiaries since the
date of the financial statements most recently delivered to the Agents and the
Lenders pursuant to SECTION 9.01 hereof.




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                                  ARTICLE VIII

                         Representations and Warranties

               8.01 REPRESENTATIONS AND WARRANTIES AS TO BORROWERS AND
SUBSIDIARIES. Each Borrower represents and warrants to and in favor of the
Agents and each Lender with respect to itself and to its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein, the making of Loans and the issuances of the Letters of Credit
and Bank Guarantees) that:

               (a) ORGANIZATION AND AUTHORITY.

                             (i) each Borrower and each of its Subsidiaries is
               an entity duly organized and validly existing under the laws of
               the jurisdiction of its formation;

                             (ii) each Borrower and each of its Subsidiaries (A)
               has the requisite power and authority to own its properties and
               assets and to carry on its business as now being conducted, and
               (B) is qualified to do business in every jurisdiction in which
               failure so to qualify would have a Material Adverse Effect;

                             (iii) each Borrower has the requisite power and
               authority to execute, deliver and perform this Agreement and the
               Notes, and to borrow hereunder, and to execute, deliver and
               perform each of the other Loan Documents to which it is a party,
               including without limitation, in the case of the Company, the
               Guaranty; and

                             (iv) when executed and delivered, each of the Loan
               Documents to which such Borrower is a party will be valid and
               binding obligations of such Borrower, enforceable against such
               Borrower in accordance with its terms, subject to the effect of
               any applicable bankruptcy, moratorium, insolvency, reorganization
               or other similar law affecting the enforceability of creditors'
               rights generally and to the effect of general principles of
               equity which may limit the availability of equitable remedies
               (whether in a proceeding at law or in equity).

               (b) LOAN DOCUMENTS. The execution, delivery and performance by
each Borrower of each of the Loan Documents to which it is a party:

                             (i) have been duly authorized by all requisite
               Organizational Action (including any required shareholder
               approval) of such Borrower required for the lawful execution,
               delivery and performance thereof;

                             (ii) do not violate any provisions of (A)
               applicable law, rule or regulation, (B) any judgment, writ,
               order, determination, decree or arbitral award of any
               Governmental Authority or arbitral authority binding on such
               Borrower or its Subsidiaries or its or their properties, (C) the
               Organizational Documents or Operating Documents of such Borrower
               or its Subsidiaries or (D) any provisions of any indenture,
               agreement or other instrument



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               to which such Borrower or any of its Subsidiaries is a party, or
               by which the properties or assets of such Borrower or its
               Subsidiaries are bound;

                             (iii) does not and will not be in conflict with,
               result in a breach of or constitute an event of default, or an
               event which, with notice or lapse of time, or both, would
               constitute an event of default, under any contract, indenture,
               agreement or other instrument or document to which the Borrower
               or any of its Subsidiaries is a party or by which any of their
               properties are bound; and

                             (iv) does not and will not result in the creation
               or imposition of any Lien, charge or encumbrance of any nature
               whatsoever upon any of the properties or assets of such Borrower
               or any of its Subsidiaries.

               (c) SOLVENCY. Each Borrower and each of its Subsidiaries is
Solvent after giving effect to the transactions contemplated by this Agreement
and the other Loan Documents and assuming an Advance on the Closing Date equal
to the Applicable Total Facility Commitment for the Facility in which such
Borrower is an Applicable Borrower.

               8.02 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants with respect to itself and its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein, the making of Loans and the issuance of the Letters of Credit
and Bank Guarantees) that:

               (a) SUBSIDIARIES AND STOCKHOLDERS. It has no Subsidiaries other
than those Persons listed as Subsidiaries in SCHEDULE 8.02(a) hereto and
additional Subsidiaries acquired after the Closing Date as permitted under
SECTION 10.08 hereof. The outstanding shares or other equity interests
(including options, warrants and other rights to acquire any interest) of each
such Subsidiary have been duly authorized and validly issued and are fully paid
and nonassessable; and the Company and each such Subsidiary owns beneficially
and of record all the shares and other interests it is listed as owning in
SCHEDULE 8.02(a), free and clear of any Lien.

               (b) FINANCIAL CONDITION.

                             (i) The Company has heretofore furnished to each
               Lender an audited unqualified consolidated balance sheet of the
               Company and its Subsidiaries as at February 29, 2000 and the
               notes thereto and the related consolidated statements of income,
               stockholders' equity and cash flow for the Fiscal Year then
               ended, all as examined and certified by Ernst & Young, LLP.
               Except as set forth therein, such financial statements (including
               the notes thereto) present fairly the financial condition of the
               Company and its Subsidiaries as of the end of such Fiscal Year
               and results of their operations and the changes in their
               stockholders' equity for the Fiscal Year then ended, all in
               conformity with Generally Accepted Accounting Principles applied
               on a Consistent Basis. Except as disclosed therein, neither the
               Company nor any Subsidiary has, as of the date hereof, any known
               and material direct liability;



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                             (ii) since the later of (A) the date of the audited
               financial statements delivered pursuant to SECTION 8.02(b)(i)
               hereof or (B) the date of the audited financial statements most
               recently delivered pursuant to SECTION 9.01(a) hereof, the
               Company and its Subsidiaries have not suffered or endured any
               Material Adverse Effect; and

                             (iii) except as set forth in (A) the audited
               financial statements delivered pursuant to SECTION 8.02(b)(i)
               hereof or (B) the audited financial statements most recently
               delivered pursuant to SECTION 9.01(a) hereof, the Company and its
               Subsidiaries have not incurred, other than in the ordinary course
               of business, any material Contingent Obligation or other
               liability, obligation or commitment, contingent or otherwise,
               which remain outstanding or unsatisfied.

               (c) TITLE TO PROPERTIES. The Company and its Subsidiaries have
good and marketable title to all their respective real and personal properties,
subject to no transfer restrictions, or Liens of any kind, except for the
transfer restrictions and Liens permitted under SECTION 10.03 hereof.

               (d) TAXES. The Company and its Subsidiaries have filed or caused
to be filed all federal, state and local tax returns which are required to be
filed by them and, except for taxes and assessments being contested in good
faith by appropriate proceedings diligently conducted and against which
satisfactory reserves reflected in the financial statements described in SECTION
8.02(b)(i) as required by Generally Accepted Accounting Principles have been
established, have paid or caused to be paid all taxes as shown on said returns
or on any assessment received by them, to the extent that such taxes have become
due.

               (e) OTHER AGREEMENTS. Neither the Company nor any Subsidiary is

                             (i) a party to or subject to any judgment, order,
               decree or any agreement or instrument, or subject to other
               restrictions, which individually or in the aggregate could
               reasonably be expected to result in a Material Adverse Effect; or

                             (ii) in default in the performance, observance or
               fulfillment of any of the obligations, covenants or conditions
               contained in any agreement or instrument to which the Company or
               any Subsidiary is a party, which default, if not remedied within
               any applicable grace period, could reasonably be expected to
               result in a Material Adverse Effect.

               (f) LITIGATION. Except as set forth on SCHEDULE 8.02(f) attached
hereto, there is no action, suit, investigation or proceeding at law or in
equity or by or before any governmental instrumentality or agency or arbitral
body pending, or, to the best knowledge of the Company, threatened by or against
the Company or any Subsidiary or affecting the Company or any Subsidiary or any
properties or rights of the Company or any Subsidiary, which, if determined
adversely to the Company or such Subsidiary, could reasonably be expected to
result in a Material Adverse Effect.

               (g) MARGIN STOCK. The proceeds of the borrowings made hereunder
will be used by the Company and the other Borrowers only for the purposes set
forth in SECTION 2.11, SECTION




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3.11, SECTION 4.11 and SECTION 5.11 hereof. None of such proceeds will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin
stock (as such term is defined in Regulation U, as amended (12 C.F.R. Part 221),
of the Board) or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry margin stock or for any other
purpose which might constitute any of the Loans under this Agreement a "purpose
credit" within the meaning of said Regulation U or Regulation X (12 C.F.R. Part
224) of the Board. Neither the Company nor any agent acting in its behalf has
taken or will take any action which might cause this Agreement or any of the
documents or instruments delivered pursuant hereto to violate any regulation of
the Board or to violate the Securities Exchange Act of 1934, or the Securities
Act of 1933, or any state securities laws, in each case as in effect on the date
hereof.

               (h) INTELLECTUAL PROPERTY. The Company and its Subsidiaries own
or have the right to use, under valid license agreements or otherwise, all
patents, licenses, franchises, trademarks, trademark rights, trade names, trade
name rights, trade secrets, copyrights and know how necessary and material to
the conduct of their businesses as now conducted, in all cases without known
conflict with any patent, license, franchise, trademark, trade secret and
confidential commercial or proprietary information, trade name, copyright,
rights to trade secrets or other proprietary rights of any other Person.

               (i) NO UNTRUE STATEMENT. Neither (a) this Agreement or any other
Loan Document or certificate or document executed and delivered by or on behalf
of the Company or any other Borrower or any Subsidiary in accordance with or
pursuant to any Loan Document nor (b) any statement, representation or warranty
provided to the Agents in connection with the negotiation or preparation of the
Loan Documents contains any misrepresentation or untrue statement of material
fact or omits to state a material fact necessary, in light of the circumstance
under which it was made, in order to make any such warranty, representation or
statement contained therein not misleading.

               (j) NO CONSENTS, ETC. Neither the respective businesses or
properties of the Company or any Subsidiary nor any circumstance in connection
with the execution, delivery and performance of the Loan Documents and the
transactions contemplated thereby, is such as to require a consent, approval or
authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person on the part of the Company or any
Borrower or any Subsidiary as a condition to the execution, delivery and
performance of, or consummation of the transactions contemplated by, this
Agreement or the other Loan Documents, or if so, such consent, approval,
authorization, filing, registration or qualification has been duly obtained or
effected, as the case may be.

               (k) ERISA.

                             (i) The Company, each ERISA Affiliate and each
               Subsidiary is in compliance with all applicable provisions of
               ERISA, the Code and the regulations and published interpretations
               thereunder and in compliance with all Foreign Benefit Laws and
               the regulations and published interpretations thereunder with
               respect to all Employee Benefit Plans, except for any required
               amendments for which the remedial amendment period as



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               defined in Section 401(b) of the Code has not yet expired and
               except for failures to so comply that would not, in the
               aggregate, reasonably be expected to result in a Material Adverse
               Effect. Each Employee Benefit Plan that is intended to be
               qualified under Section 401(a) of the Code has been determined,
               or the Company or such ERISA Affiliate or its Subsidiaries is in
               the process of obtaining a determination by the Internal Revenue
               Service, to be so qualified, each trust related to such Employee
               Benefit Plan has been determined to be exempt under Section
               501(a) of the Code, and each Employee Benefit Plan subject to any
               Foreign Benefit Law has received the required approvals by any
               Governmental Authority regulating such Employee Benefit Plan,
               except for such qualifications, exemptions and approvals the
               absence of which could not reasonably be expected to result in a
               Material Adverse Effect. No material liability has been incurred
               by the Company or any ERISA Affiliate (including, without
               limitation, taxes, penalties, funding deficiencies and required
               contributions, installments or other payments) which remains
               unsatisfied with respect to any Employee Benefit Plan or any
               Multiemployer Plan. No Termination Event has occurred or is
               reasonably expected to occur with respect to any Employee Benefit
               Plan, and neither the Company nor any ERISA Affiliate has
               incurred any unpaid withdrawal liability with respect to any
               Multiemployer Plan, which event or liability could reasonably be
               expected to result in a Material Adverse Effect; and

                             (ii) To the best of the Company's knowledge, each
               Employee Benefit Plan subject to Title IV of ERISA or the funding
               of which is regulated by any Foreign Benefit Law, maintained by
               the Company, any ERISA Affiliate or any Subsidiary, has been
               administered in accordance with its terms and is in compliance in
               all material respects with all applicable requirements of ERISA
               and other applicable laws, regulations and rules and any
               applicable Foreign Benefit Law.

               (l) NO DEFAULT. As of the date hereof, there does not exist any
Default or Event of Default hereunder.

               (m) HAZARDOUS MATERIALS. The Company, each Borrower and each
Subsidiary are in compliance with all applicable Environmental Laws, except for
such noncompliance that could not reasonably be expected to result in a Material
Adverse Effect, and have been issued and maintain all required federal, state
and local permits, licenses, certificates and approvals pertaining to Hazardous
Materials that are necessary to the conduct of their businesses, except for any
such permits, licenses, certificates or approvals the absence of which could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Company, any Borrower nor any Subsidiary has been notified of any pending or
threatened action, suit, proceeding or investigation, and neither the Company,
any Borrower nor any Subsidiary is aware of any fact, which (A) calls into
question, or could reasonably be expected to call into question, compliance by
the Company, any Borrower or any Subsidiary with any Environmental Laws, except
for such noncompliance that could not reasonably be expected to result in a
Material Adverse Effect, or (B) seeks, or could reasonably be expected to form
the basis of a meritorious proceeding to seek to suspend, revoke or terminate
any license, permit, certification or approval necessary for the operation of
the Company's or any Subsidiary's facility or the generation, handling, storage,
treatment or disposal of any Hazardous Material that is necessary to the conduct
of its business, except for any such license, permit, certification or approval
the absence


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of which could not reasonably be expected to result in a Material Adverse
Effect, or (iii) seeks to cause, or could reasonably be expected to form the
basis of a meritorious proceeding to cause, any property of the Company or any
Subsidiary to be subject to any restrictions on ownership, use, occupancy or
transferability under any Environmental Law, which such restrictions could
reasonably be expected to have a Material Adverse Effect, or (iv) constitutes a
reasonable basis to conclude that the Company or any Subsidiary is a potentially
responsible party with regard to any release or threatened release of a
Hazardous Material.



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                                   ARTICLE IX

                              Affirmative Covenants

               Until the Total Facility Repayment Date, unless the Required
Lenders shall otherwise consent in writing, the Company will and will cause each
Subsidiary to:

               9.01 FINANCIAL REPORTS, ETC.

               (a) As soon as practical and in any event within 95 days after
the end of each Fiscal Year of the Company, deliver or cause to be delivered to
the Agents and each Lender (i) consolidated balance sheets of the Company and
its Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and
the related consolidated statements of income, stockholders' equity and cash
flow and the respective notes thereto for such Fiscal Year, setting forth in
each case comparative financial statements for the preceding Fiscal Year, all
prepared in accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis and containing, with respect to the consolidated financial
statements, opinions of Ernst & Young, LLP, or such other independent certified
public accountants selected by the Company and approved by the Required Lenders,
which are unqualified as to the scope of the audit performed and as to the
"going concern" status of the Company and its Subsidiaries and without any
exception not acceptable to the Lenders; (ii) a copy of the Company's Form 10-K
as filed with the Securities and Exchange Commission; and (iii) a certificate of
an Authorized Representative demonstrating compliance with SECTIONS 10.01 and
10.02 of this Agreement as of such Fiscal Year end and the Outstandings under
each Facility as of such Fiscal Year end, which certificate shall be in the form
attached as EXHIBIT H;

               (b) as soon as practical and in any event within 50 days after
the end of each fiscal quarter (except the last fiscal quarter of the Fiscal
Year) of the Company, deliver to the Agents and each Lender (i) consolidated
balance sheets of the Company and its Subsidiaries as at the end of such fiscal
quarter and the related consolidated statements of income, stockholders' equity
and cash flow for such fiscal quarter and for the period from the beginning of
the Fiscal Year through the end of such reporting period, prepared without notes
and accompanied by a certificate of an Authorized Representative to the effect
that such financial statements present fairly the financial position of the
Company and its Subsidiaries as of the end of such fiscal period and the results
of their operations and the changes in their financial position for such fiscal
period, in conformity with the standards set forth in GAAP with respect to
interim financials; (ii) a copy of the Company's Form 10-Q for such quarterly
period as filed with the Securities and Exchange Commission; and (iii) a
certificate of an Authorized Representative as of such fiscal quarter end
similar to that required pursuant to SECTION 9.01(a)(iii);

               (c) promptly upon their becoming available to the Company,
deliver to the Agents and each Lender a copy of (i) all regular or special
reports or effective registration statements which the Company or any Subsidiary
shall file with the Securities and Exchange Commission (or any successor
thereto) or any securities exchange, and (ii) all reports, proxy statements,



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financial statements and other information distributed by the Company to its
stockholders, bondholders or the financial community in general; and

               (d) promptly, from time to time, deliver or cause to be delivered
to the Agents or to each Lender such other information regarding the Company's
and each Subsidiary's operations, business affairs and financial condition as
any such Agent or Lender may reasonably request to the extent such statements
exist.

               The Agents and the Lenders are hereby authorized to deliver a
copy of any such financial or other information delivered hereunder to the
Lenders (or any affiliate of any Lender) or to the Agents, to any Governmental
Authority having jurisdiction over any of the Agents or the Lenders pursuant to
any written request therefor or in the ordinary course of examination of loan
files, or to any other Person who shall acquire or consider the acquisition of a
participation interest in or assignment of any Loan permitted by this Agreement.

               9.02 DEBT RATINGS. Notify the Global Agent of any change in any
Debt Rating on the same date that such change is effective.

               9.03 MAINTAIN PROPERTIES. Maintain all properties necessary to
its operations in good working order and condition, ordinary wear and tear
excepted, make all needed repairs, replacements and renewals to such properties,
and maintain free from Liens all trademarks, trade names, patents, copyrights,
trade secrets, know-how and other intellectual property and proprietary
information (or adequate licenses thereto), in each case as are necessary to
conduct its business as currently conducted or as contemplated hereby, all in
accordance with customary business practices.

               9.04 EXISTENCE, QUALIFICATION, ETC. Except as otherwise expressly
permitted under SECTION 10.05 hereof, do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and all
material rights and franchises, trade names, trademarks and permits and maintain
its license or qualification to do business as a foreign corporation and good
standing in each jurisdiction in which its ownership or lease of property or the
nature of its business makes such license or qualification necessary and in
which the failure to maintain such license or qualification could reasonably be
expected to result in a Material Adverse Effect.

               9.05 REGULATIONS AND TAXES. Comply with or contest in good faith
by appropriate proceedings diligently conducted all statutes and governmental
regulations and pay all taxes, assessments, governmental charges, claims for
labor, supplies, rent and any other obligation which, if unpaid, might become a
Lien against any of its properties except liabilities being contested in good
faith by appropriate proceedings diligently conducted and against which adequate
reserves as required by GAAP have been established.

               9.06 INSURANCE. Maintain with financially sound and reputable
insurers insurance with respect to its properties and business and against such
liabilities, casualties and contingencies of such types and in such amounts as
is customary in the case of corporations engaged in the same or a similar
business or having similar properties similarly situated.



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               9.07 TRUE BOOKS. Keep true books of record and account in which
full, true and correct entries will be made of all of its dealings and
transactions, and set up on its books such reserves as may be required by
Generally Accepted Accounting Principles with respect to doubtful accounts and
all taxes, assessments, charges, levies and claims and with respect to its
business in general, and include such reserves in interim as well as year-end
financial statements.

               9.08 RIGHT OF INSPECTION. Permit any Person designated by any
Lender or any Agent, at such Lender's or Agent's expense, to visit and inspect
any of the properties, corporate books and financial reports of the Company and
its Subsidiaries, and to discuss its affairs, finances and accounts with its
principal officers and independent certified public accountants, all at such
reasonable times, at reasonable intervals and with reasonable prior notice;
provided, however, that following the occurrence and during the continuation of
any Default or Event of Default, such visits or inspections shall be at the
expense of the Company.

               9.09 OBSERVE ALL LAWS. Conform to and duly observe in all
material respects all laws, rules and regulations and all other valid
requirements of any Governmental Authority with respect to the conduct of its
business.

               9.10 COVENANTS EXTENDING TO SUBSIDIARIES. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of the Company in SECTIONS 9.02 through 9.08, inclusive,
SECTION 9.14 and SECTION 9.16.

               9.11 OFFICER'S KNOWLEDGE OF DEFAULT. Upon any executive officer
of the Company obtaining knowledge of the occurrence of any Default or Event of
Default hereunder or under any other obligation of the Company or any Subsidiary
to any Lender, or any event, development or occurrence which could reasonably be
expected to result in a Material Adverse Effect, cause such executive officer or
an Authorized Representative promptly to notify the Agents and each of the
Lenders of the nature thereof, the period of existence thereof, and what action
the Company or such Subsidiary proposes to take with respect thereto.

               9.12 SUITS OR OTHER PROCEEDINGS. Upon any executive officer of
the Company obtaining knowledge of any litigation, dispute or other proceedings
being instituted or threatened against the Company or any Subsidiaries, or any
attachment, levy, execution or other process being instituted against any assets
of the Company or any Subsidiaries, making a claim or claims in an aggregate
amount greater than $10,000,000 not otherwise covered by insurance, or could
reasonably be expected to have a material adverse effect on the Company and its
Subsidiaries, cause such executive officer or an Authorized Representative
promptly to deliver to the Agents and each of the Lenders written notice thereof
stating the nature and status of such litigation, dispute, proceeding, levy,
execution or other process.

               9.13 ENVIRONMENTAL COMPLIANCE.

               (a) If the Company or any Subsidiary shall receive in writing any
letter, notice, complaint, order, directive, claim or citation alleging that the
Company or any Subsidiary (i) has violated any Environmental Law, (ii) has
released or is about to release any Hazardous Material other than in compliance
with all Environmental Laws (or suffered or permitted such action by



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any other Person on or in respect of property owned or operated by the Company
or any Subsidiary or any other Person handling, transporting, or disposing of
any Hazardous Material on behalf of the Company or any Subsidiary), or (iii) is
liable for the costs of cleaning up, removing, remediating or responding to a
release or threatened release of Hazardous Materials, which allegation in any of
the foregoing instances, if true, could reasonably be expected to result in a
Material Adverse Effect, the Company and any Subsidiary shall (a) provide prompt
written notice thereof to the Agents describing in reasonable detail the nature
of the matter and what action the Company or the applicable Subsidiary proposes
to take with respect thereto, and (b) within the time period permitted by the
applicable Environmental Law or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability, unless and only during the period that the applicability of the
Environmental Law, the fact of such violation or liability or the action
required to remove or remedy such violation is being contested by the Company or
the applicable Subsidiary by appropriate proceedings diligently conducted and
all reserves with respect thereto as may be required under Generally Accepted
Accounting Principles, if any, have been made, and no Lien in connection
therewith shall have attached to any property of the Company or the applicable
Subsidiary which shall have become enforceable against creditors of such Person.

               (b) Except for Hazardous Materials necessary for the routine
maintenance of the properties owned or operated by the Company and its
Subsidiaries or as brought on to such properties in the ordinary course of the
Company's or any Subsidiary's business, which Hazardous Material shall be used
in compliance in all material respects with all applicable Environmental Laws,
the Company covenants that it shall, and shall cause each Subsidiary to, not
permit any Hazardous Materials to be brought on to the real property owned or
operated by the Company and its Subsidiaries, or if so brought or found located
thereon, shall be immediately removed, with proper disposal, and all
environmental cleanup requirements shall be diligently undertaken pursuant to
all Environmental Laws unless the presence of such Hazardous Materials could not
reasonably be expected to result in a Material Adverse Effect.

               9.14 FURTHER ASSURANCES. At the Borrowers' cost and expense, upon
request of any of the Agents, duly execute and deliver or cause to be duly
executed and delivered, to the Agents such further instruments, documents and
certificates, and do and cause to be done such further acts that may be
reasonably necessary or advisable in the opinion of the Agents or any of them to
carry out more effectively the provisions and purposes of this Agreement and the
other Loan Documents.

               9.15 CONTINUED OPERATIONS. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted.

               9.16 USE OF PROCEEDS. Use the proceeds of the Loans solely for
the purposes specified in SECTIONS 2.11, 3.11, 4.11 and 5.11, as applicable.

               9.17 MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS. (a) In
addition to any optional payments of principal of the Loans effected under
SECTIONS 2.07, 3.07, 4.07, and 5.07, the Borrowers shall make, or shall cause
the applicable Subsidiary to make, prepayments in the



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manner set forth in subsection (b) below in amounts equal to (i) one hundred
percent (100%) of the first $150,000,000 in aggregate Net Proceeds from Debt
Offerings and Permitted Asset Securitizations permitted under SECTION 10.13,
collectively, (ii) fifty percent (50%) of the aggregate Net Proceeds above
$150,000,000 in amount from Debt Offerings and Permitted Asset Securitizations
permitted under SECTION 10.13, collectively, and (iii) one hundred percent
(100%) of the Net Proceeds above $50,000,000 in aggregate Net Proceeds from
Asset Dispositions permitted under SECTION 10.04(b)(i) and (ii).

               (b) All mandatory prepayments made pursuant to this SECTION 9.17
shall (i) be made pro rata (such pro rata determination based on the Applicable
Total Facility Commitment of each Facility) among the Facilities to the
Applicable Facility Agent for the benefit of the Applicable Lenders within ten
(10) Business Days of receipt of such proceeds and upon not less than five (5)
Business Days' written notice to the Applicable Facility Agents, which notice
shall include a certificate of an Authorized Representative setting forth in
reasonable detail the calculations utilized in computing the amount of such
prepayments, and (ii) permanently reduce the Applicable Total Facility
Commitment of the Facility to which payment is made by the amount of such
payment; provided that (A) the Total US Facility Commitment shall not be reduced
below $250,000,000 so long as the US Facility Borrowers shall not have elected
the US Term Loan option provided for in SECTION 2.13 at the time of the
mandatory prepayment required by this SECTION 9.17 and all amounts that would
have been applied to permanently reduce the Total US Facility Commitment but for
this clause (A) shall be applied pro rata among the other Facilities, (B) if the
US Facility Borrowers shall have elected the US Term Loan option provided for in
SECTION 2.13 at the time of the mandatory prepayment required by this SECTION
9.17, such mandatory prepayments shall be applied to the US Term Loans
installments of principal in inverse order of their maturities (as adjusted to
give effect to any prior payments or prepayments of principal), and (C) if the
Canadian Facility Borrowers shall have elected the Canadian Term Loan option
provided for in SECTION 4.13 at the time of the mandatory prepayment required by
this SECTION 9.17, such mandatory prepayments shall be applied to the Canadian
Term Loans installments of principal in inverse order of their maturities (as
adjusted to give effect to any prior payments or prepayments of principal).

               (c) The Applicable Facility Agent shall give each Applicable
Lender, within one (1) Business Day, telefacsimile notice of each notice of
prepayment required by this SECTION 9.17.

               9.18 OPINIONS OF FOREIGN COUNSEL. (a) On or before May 15, 2001,
deliver to the Global Agent the favorable written opinions with respect to the
Company and its Subsidiaries, the Loan Documents and the transactions
contemplated thereunder of (i) special Australian counsel to the Australian
Borrowers and (ii) special Canadian counsel to the Canadian Borrower, in each
case addressed to the Agents and the Lenders and satisfactory in form, scope and
substance to special counsel to the Global Agent; and

               (b) On or before May 30, 2001, deliver to the Global Agent (i)
evidence that Carlton Cards Limited and UK Greetings Limited have filed their
statutory accounts required under the laws of England and (ii) the favorable
written opinion with respect to the Company and its Subsidiaries, the Loan
Documents and the transactions contemplated thereunder of special UK counsel to
the UK Borrowers.


                                      125
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                                    ARTICLE X

                               Negative Covenants

               Until the Total Facility Repayment Date, unless the Required
Lenders shall otherwise consent in writing, the Company will not, nor will it
permit any Subsidiary to:

               10.01 CONSOLIDATED FUNDED INDEBTEDNESS TO CONSOLIDATED TOTAL
CAPITALIZATION. Permit the ratio of Consolidated Funded Indebtedness to
Consolidated Total Capitalization to exceed (a) 0.60 to 1.00 at any time during
the period from October 15, 2001 through January 15, 2002 and (b) 0.55 to 1.00
at any other time.

               10.02 CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE. Permit
at any time the ratio of Consolidated EBIT to Consolidated Interest Expense for
the Four-Quarter Period immediately preceding the date of computation to be less
than that set forth below opposite each such Four-Quarter Period:

<TABLE>
<CAPTION>
               Four-Quarter Period Ending                  Ratio of Consolidated EBIT
                                                        To Consolidated Interest Expense

<S>                                                               <C>
               February 2001                                      3.00 to 1.00
               May 2001                                           2.15 to 1.00
               August 2001                                        2.00 to 1.00
               November 2001                                      1.75 to 1.00
               February 2002                                      1.75 to 1.00
               May 2002                                           2.00 to 1.00
               August 2002                                        2.00 to 1.00
               November 2002                                      2.50 to 1.00
               February 2003 and Thereafter                       3.00 to 1.00
</TABLE>

               10.03 LIENS. Incur, create or permit to exist any Lien, charge or
other encumbrance of any nature whatsoever with respect to any property or
assets now owned or hereafter acquired by the Company or any of its
Subsidiaries, other than

               (a) Liens existing as of the date hereof, and (i) as set forth in
SCHEDULE 10.03 attached hereto, (ii) as otherwise exist in France, South Africa
and Mexico or (iii) which attach only to office or retail equipment;

               (b) Liens imposed by law for taxes, assessments or charges of any
Governmental Authority for claims not yet due or which are being contested in
good faith by appropriate proceedings diligently conducted, and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with Generally Accepted Accounting Principles;

               (c) statutory or contractual Liens of landlords and Liens of
carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or
created in the ordinary course of


                                      126
<PAGE>   133


business and in existence less than 90 days from the date of creation thereof
for amounts not yet due or which are being contested in good faith by
appropriate proceedings diligently conducted, and with respect to which adequate
reserves or other appropriate provisions are being maintained in accordance with
Generally Accepted Accounting Principles;

               (d) Liens incurred or deposits made (i) in the ordinary course of
business (including, without limitation, performance and surety bonds) in
connection with workers' compensation, unemployment insurance and other types of
social security benefits or (ii) to secure the performance of tenders, bids,
leases, contracts (other than for the repayment of Indebtedness), statutory
obligations and other similar obligations or arising as a result of progress
payments under government contracts;

               (e) easements (including reciprocal easement agreements and
utility agreements), rights-of-way, covenants, consents, reservations,
encroachments or title defects, variations and zoning and other restrictions,
charges or encumbrances (whether or not recorded) affecting real property, which
do not interfere materially with the ordinary conduct of the business of the
Company or any Subsidiary and which do not materially detract from the value of
the property to which they attach or materially impair the use thereof to the
Company or any Subsidiary;

               (f) purchase money Liens to secure Indebtedness for Money
Borrowed incurred to purchase fixed assets, provided such Indebtedness
represents not more than 100% of the purchase price of such assets as of the
date of purchase thereof and no property other than the assets so purchased
secures such Indebtedness;

               (g) Liens arising in connection with Capital Leases provided that
no such Lien shall extend to or cover any property or assets other than assets
subject to the Capital Leases and provided further that Liens incurred in
reliance on this paragraph (g) or paragraph (h) of this SECTION 10.03 shall not
at any time exceed in the aggregate an amount equal to 7.5% of Consolidated
Shareholders' Equity determined as of the last day of the fiscal quarter of the
Company and its Subsidiaries ended on or immediately preceding the date of
computation thereof;

               (h) other Liens not otherwise permitted by paragraphs (a) through
(g) and (i) of this SECTION 10.03 to secure Indebtedness for Money Borrowed in
an aggregate principal amount outstanding that does not result in a Default
under SECTION 10.01 or 10.02 provided that Liens incurred in reliance on this
paragraph (h) or paragraph (g) of this SECTION 10.03 shall not at any time
exceed in the aggregate an amount equal to 7.5% of Consolidated Shareholders'
Equity determined as of the last day of the fiscal quarter of the Company and
its Subsidiaries ended on or immediately preceding the date of computation; and

               (i) Liens created or incurred in connection with Permitted Asset
Securitizations permitted under SECTION 10.13.

               10.04 TRANSFER OF ASSETS. Sell, lease, transfer or otherwise
dispose of any assets of the Company or any Subsidiary other than:


                                      127
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               (a) dispositions of inventory in the ordinary course of business;

               (b) dispositions of assets or property that are (i) substantially
worn, damaged, obsolete, (ii) in the judgment of the Company, no longer useful
in its business or that of any Subsidiary up to an aggregate amount of such
dispositions since the Closing Date not to exceed an amount equal to twenty
percent (20%) of Consolidated Total Assets determined as of the last day of the
fiscal quarter of the Company and its Subsidiaries ended on or immediately
preceding the date of computation thereof (such assets to be valued at the lower
of book value or fair market value) or (iii) replaced within a reasonable period
of time with assets, property of similar or better quality performing similar
functions;

               (c) transfers of assets necessary to give effect to merger or
consolidation transactions permitted by SECTION 10.05; and

               (d) transfers of assets necessary to give effect to Permitted
Asset Securitizations permitted under SECTION 10.13.

               10.05 MERGER OR CONSOLIDATION.

               (a) Consolidate with or merge into any other Person; or

               (b) permit any other Person to merge into it;

provided, however, that any Person may merge into the Company or any other
Borrower so long as no Default or Event of Default occurs or is created or
results from such transaction; and provided further, that any Subsidiary which
is not a Borrower may merge with and into any other entity if the survivor is or
becomes a Subsidiary of the Company.

               10.06 TRANSACTIONS WITH AFFILIATES. Enter into any transaction
after the Closing Date, including, without limitation, the purchase, sale, lease
or exchange of property, real or personal, or the rendering of any service, with
any Affiliate of the Company, except (a) that such Persons may render services
to the Company or its Subsidiaries for compensation at the same rates generally
paid by Persons engaged in the same or similar businesses for the same or
similar services, (b) that the Company or any Subsidiary may render services to
such Person for compensation at the same rates generally charged by the Company
or such Subsidiary, (c) in the case of either (a) or (b), in the ordinary course
of business and pursuant to the reasonable requirements of the Company's (or any
Subsidiary's) business and consistent with past practice of the Company and its
Subsidiaries and upon fair and reasonable terms no less favorable to the Company
(or any Subsidiary) than would be obtained in a comparable arm's-length
transaction with a Person not an Affiliate, and (d) that the Company or its
Subsidiaries may continue those transactions described on SCHEDULE 10.06
attached hereto.

               10.07 ERISA. With respect to any Pension Plan, Employee Benefit
Plan or Multiemployer Plan:



                                      128
<PAGE>   135


               (a) permit the occurrence of any Termination Event which would
result in any material liability on the part of the Company, any ERISA
Affiliate, or any Subsidiary to the PBGC or any Governmental Authority; or

               (b) permit the present value of all benefit liabilities under all
Employee Benefit Plans to exceed materially the current value of the assets of
such Employee Benefit Plans allocable to such benefit liabilities; or

               (c) permit any material accumulated funding deficiency (as
defined in Section 302 of ERISA and Section 412 of the Code) with respect to any
Pension Plan, whether or not waived; or

               (d) fail to make any contribution or payment to any Multiemployer
Plan which the Company or any ERISA Affiliate may be required to make under any
agreement relating to such Multiemployer Plan, or any law pertaining thereto; or

               (e) engage, or permit the Company or any ERISA Affiliate to
engage, in any prohibited transaction under Section 406 of ERISA or Sections
4975 of the Code for which a material civil penalty pursuant to Section 502(I)
of ERISA or a material tax pursuant to Section 4975 of the Code may be imposed;
or

               (f) permit the establishment of any Employee Benefit Plan
providing post-retirement welfare benefits or establish or amend any Employee
Benefit Plan which establishment or amendment could result in material liability
to the Company or any ERISA Affiliate or any Subsidiary or materially increase
the obligation of the Company or any ERISA Affiliate or any Subsidiary to a
Multiemployer Plan; or

               (g) fail, or permit the Company or any ERISA Affiliate or any
Subsidiary to fail, to establish, maintain and operate each Employee Benefit
Plan in compliance with the provisions of ERISA, the Code, all applicable
Foreign Benefit Laws and all other applicable laws and the regulations and
interpretations thereof except for such failure that could not reasonably be
expected to result in a Material Adverse Effect.

               10.08 ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for, or otherwise effect, the
acquisition of a controlling equity or other ownership interest in, or all or
substantially all of the assets of, any Person, or take any action to solicit
the tender of securities or proxies in respect thereof in order to effect any
such acquisition, other than Permitted Acquisitions.

               10.09 NEGATIVE PLEDGE. Enter into or cause, suffer or permit to
exist any agreement with any Person other than the Agents and the Lenders
pursuant to this Agreement or any other Loan Documents which prohibits or limits
the ability of the Company or any Subsidiary to create, incur, assume or suffer
to exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired.



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               10.10 DISSOLUTION, ETC. Wind up, liquidate or dissolve
(voluntarily or involuntarily) or commence or suffer any proceedings seeking any
such winding up, liquidation or dissolution, except in connection with a merger
or consolidation permitted pursuant to SECTION 10.05 hereof.

               10.11 RESTRICTIVE AGREEMENTS. Enter into or cause, suffer or
permit to exist any agreement with any other Person which prohibits, limits or
restricts the ability of any Subsidiary to make any payments, directly or
indirectly, to the Borrowers by way of dividends, advances, repayments of loans
or advances, or other returns on investments, or any other agreement or
arrangement which restricts the ability of any such Subsidiary to make any
payment, directly or indirectly, to the Borrowers.

               10.12 SUBSIDIARY INDEBTEDNESS. Incur, create, assume or permit to
exist any Indebtedness of any Subsidiary of the Borrower, howsoever evidenced,
except:

               (a) Indebtedness owing to any Agent or any Lender in connection
with this Agreement, any Note or other Loan Document; and

               (b) other Indebtedness up to an aggregate amount at any time
outstanding not to exceed an amount equal to five percent (5%) of Consolidated
Total Assets determined as of the last day of the fiscal quarter of the Company
and its Subsidiaries ended on or immediately preceding the date of computation.

               10.13 PERMITTED ASSET SECURITIZATIONS. Enter into or cause,
suffer or permit to exist at any time any Permitted Asset Securitizations which
provides for or results in the transfer, sale or other disposition of assets, or
the attachment of Liens on assets, in an aggregate amount (determined at the
book value of such assets) greater than $250,000,000.


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                                   ARTICLE XI

                       Events of Default and Acceleration

               11.01 EVENTS OF DEFAULT. If any one or more of the following
events (herein called "Events of Default") shall occur for any reason whatsoever
(and whether such occurrence shall be voluntary or involuntary or come about or
be effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

               (a) if default shall be made in the due and punctual payment of
the principal of any Loan or Reimbursement Obligation, when and as the same
shall be due and payable whether pursuant to any provision of ARTICLE II,
ARTICLE IIA, ARTICLE III, ARTICLE IIIA, ARTICLE IV or ARTICLE V hereof, at
maturity, by acceleration or otherwise; or

               (b) if default shall be made in the due and punctual payment of
any amount of interest on any Loan or Reimbursement Obligation or in the due and
punctual payment of any other obligation or of any fees or other amounts payable
to any of the Lenders or the Agents on the date on which the same shall be due
and payable and such default shall continue for five (5) days following the date
such payment is due; or

               (c) if default shall be made in the performance or observance of
any covenant set forth in SECTIONS 9.08, 9.11, 9.12, 9.15, 9.16, 9.17 , 9.18 or
ARTICLE X hereof; or

               (d) (i) if a default shall be made in the performance or
observance of, or shall occur under, any covenant, agreement or provision
contained in this Agreement (other than as described in clause (a), (b) or (c)
above) and such default shall continue for thirty (30) or more days after the
earlier of receipt of notice of such default by the Authorized Representative
from any Agent or any Borrower becomes aware of such default, or (ii) if a
default shall be made in the performance or observance of, or shall occur under,
any covenant, agreement or provision contained in any of the other Loan
Documents (including without limitation failure of the Guarantor to pay to the
Lenders all of the Guarantors' Obligations in accordance with and as defined in,
the Guaranty on the Business Day on which such payment has been demanded in
accordance with the terms of the Guaranty) or in any instrument or document
evidencing or creating any obligation, guaranty, Lien or security interest in
favor of any Agent or any Lender or delivered to any of the Lenders in
connection with or pursuant to this Agreement or any of the Obligations (beyond
any applicable grace period contained therein), or (iii) if any Loan Document
ceases to be in full force and effect (other than by reason of any action by any
Agent or any Lender), or (iv) if without the written consent of all the Lenders,
this Agreement or any other Loan Document shall be disaffirmed or shall
terminate, be terminable or be terminated or become void or unenforceable for
any reason whatsoever (other than in accordance with its terms in the absence of
default or by reason of any action by the Agents or any Lender); or

               (e) if there shall occur (i) a default, which is not waived, in
the payment of any principal, interest, premium or other amount with respect to
any Indebtedness (other than the


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Loans and other Obligations) of the Company or any Subsidiary and the amount of
such Indebtedness is not less than the US Dollar Equivalent Amount of US
$20,000,000 in the aggregate outstanding, or (ii) any other event of default as
specified in any agreement or instrument under or pursuant to which any such
Indebtedness may have been issued, created, assumed, guaranteed or secured by
the Borrower or any Subsidiary, and in any such case set forth in clause (i) or
(ii) above, such default or event of default shall continue for more than the
period of grace, if any, therein specified, or such default or event of default
shall permit (or, with the giving of notice or lapse of time or both, would
permit) the holder of any such Indebtedness (or any agent or trustee acting on
behalf of one or more holders) to accelerate the maturity thereof; or

               (f) if any representation, warranty or other statement of fact
contained herein or in any other Loan Document shall be false or misleading in
any material respect when given; or

               (g) if the Company or any Subsidiary shall be unable to pay its
debts generally as they become due; file a petition to take advantage of any
insolvency statute; make an assignment for the benefit of its creditors;
commence a proceeding for the appointment of a custodian, receiver, trustee,
liquidator or conservator of itself or of the whole or any substantial part of
its property; file a petition or answer seeking receivership, liquidation,
reorganization or arrangement or similar relief under the federal bankruptcy
laws or any other applicable law or statute; or

               (h) if a court of competent jurisdiction shall enter an order,
judgment or decree appointing a custodian, receiver, trustee, liquidator or
conservator of the Company or any Subsidiary or of the whole or any substantial
part of its properties and such order, judgment or decree continues unstayed and
in effect for a period of sixty (60) days, or approve a petition filed against
the Company or any Subsidiary seeking receivership, liquidation, reorganization
or arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which petition is not
dismissed within sixty (60) days; or if, under the provisions of any other law
for the relief or aid of debtors, a court of competent jurisdiction shall assume
custody or control of the Company or any Subsidiary or of the whole or any
substantial part of its properties, which control is not relinquished within
sixty (60) days; or if there is commenced against the Company or any Subsidiary
any proceeding or petition seeking receivership, liquidation, reorganization,
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which proceeding or
petition remains undismissed for a period of sixty (60) days; or if the Company
or any Subsidiary takes any action to indicate its consent to or approval of any
such proceeding or petition; or

               (i) if (i) one or more judgments or orders for the payment of
money where the amount not covered by insurance (or the amount as to which the
insurer denies liability) is in an aggregate amount in excess of the US Dollar
Equivalent Amount of US $20,000,000 is rendered against the Company or any
Subsidiary, or (ii) there is any attachment, injunction or execution against any
of the Company's or any Subsidiary's properties for any amount in excess of the
US Dollar Equivalent Amount of US $20,000,000 in the aggregate; and such
judgment, attachment,




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injunction or execution remains unpaid, unstayed, undischarged, unbonded or
undismissed for a period of thirty (30) days; or

               (j) if there shall occur any Change of Control;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall then be continuing,

                             (A) either or both of the following actions may be
               taken: (i) the Global Agent, with the consent of the Required
               Lenders with respect to the Total Facilities, may, and at the
               direction of the Required Lenders with respect to the Total
               Facilities, shall, declare any obligation of the Lenders to make
               further Loans, any obligation of the Issuing Bank to issue or
               renew Letters of Credit and any obligation of the Bank Guarantee
               Issuers to issue or renew Bank Guarantees, terminated, whereupon
               the obligation of each Lender to make further Loans, the
               obligation of the Issuing Bank to issue or renew Letters of
               Credit and the obligation of the Bank Guarantee Issuers to issue
               or renew Bank Guarantees, hereunder shall terminate immediately,
               and (ii) the Global Agent shall at the direction of the Required
               Lenders with respect to the Total Facilities, at their option,
               declare by notice to the Borrowers any or all of the Obligations
               to be immediately due and payable, and the same, including all
               interest accrued thereon and all other obligations of the
               Borrowers to the Agents and the Lenders, shall forthwith become
               immediately due and payable without presentment, demand, protest,
               notice or other formality of any kind, all of which are hereby
               expressly waived, anything contained herein or in any instrument
               evidencing the Obligations to the contrary notwithstanding;
               provided, however, that notwithstanding the above, if there shall
               occur an Event of Default under clause (g) or (h) above, then the
               obligations of the Lenders to make Loans hereunder, the
               obligation of the Issuing Bank to issue or renew Letters of
               Credit and the obligation of the Bank Guarantee Issuers to issue
               or renew Bank Guarantees shall automatically terminate and any
               and all of the Obligations shall be immediately due and payable
               without the necessity of any action by the Global Agent or the
               Required Lenders with respect to the Total Facilities or notice
               by the Global Agent or the Required Lenders with respect to the
               Total Facilities; provided further, however, that neither the
               Required Lenders with respect to a specific Facility nor the
               Applicable Facility Agent shall have any power or authority under
               this SECTION 11.01 separate or apart from that of the Required
               Lenders of the Total Facilities; and

                             (B) The Agents and each of the Lenders shall have
               all of the rights and remedies available under the Loan Documents
               or under any applicable law;

                             (C) The US Facility Borrower shall, upon demand of
               the US Facility Agent or the Required Lenders, deposit cash (in
               US Dollars) with the US Facility Agent in an amount equal to the
               amount of any Letter of Credit Outstandings, as collateral
               security for the repayment of any future drawings or payments
               under such Letters of Credit, and such amounts shall be held by
               the US Facility Agent pursuant to the terms of the LC Account
               Agreement; and



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                             (D) The UK Facility Borrowers shall, upon demand of
               the UK Facility Agent or the Required Lenders, deposit cash (in
               British Pounds Sterling) with the UK Facility Agent in an amount
               equal to the amount of any Bank Guarantee Outstandings, as
               collateral security for the repayment of any future demands or
               payments under such Bank Guarantees, and such amounts shall be
               held by the UK Facility Agent pursuant to the terms of the Bank
               Guarantee Cash Account Agreement.

               11.02 GLOBAL AGENT TO ACT. In case any one or more Events of
Default shall occur and be continuing, the Global Agent may, and at the
direction of the Required Lenders with respect to the Total Facilities shall,
proceed to protect and enforce their rights or remedies either by suit in equity
or by action at law, or both, whether for the specific performance of any
covenant, agreement or other provision contained herein or in any other Loan
Document, or to enforce the payment of the Obligations or any other legal or
equitable right or remedy.

               11.03 CUMULATIVE RIGHTS. No right or remedy herein conferred upon
the Lenders or the Agents is intended to be exclusive of any other rights or
remedies contained herein or in any other Loan Document, and every such right or
remedy shall be cumulative and shall be in addition to every other such right or
remedy contained herein and therein or now or hereafter existing at law or in
equity or by statute, or otherwise.

               11.04 NO WAIVER. No course of dealing between the Borrowers and
any Lender or any Agent or any failure or delay on the part of any Lender or any
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

               11.05 ALLOCATION OF PROCEEDS. If an Event of Default has occurred
and not been waived, and the maturity of the Obligations has been accelerated
pursuant to ARTICLE XI hereof, all payments received by the Agents hereunder in
respect of any principal of or interest on the Obligations or any other amounts
payable by the Borrowers hereunder shall be applied by the Agents in the
following order:

               (a) amounts due to the Lenders pursuant to SECTIONS 2.09, 3.09,
4.09, 5.09 and 13.05 hereof, to be applied for the ratable benefit of the
Lenders without distinction or preference as among Facilities;

               (b) amounts due to the Issuing Bank pursuant to SECTION 2A.05 and
amounts due to the Applicable Bank Guarantee Issuer pursuant to SECTION 3A.05;

               (c) amounts due to the Agents pursuant to SECTION 12.08 hereof,
to be applied for the ratable benefit of the Agents;

               (d) amounts due to the US Facility Lenders and the Issuing Bank
pursuant to SECTION 2A.04, amounts due to the UK Facility Lenders and the
Applicable Bank Guarantee Issuer pursuant to SECTION 3A.04 and payments of
interest on Loans and Reimbursement Obligations, to


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be applied for the ratable benefit of the Lenders, without distinction or
preference as among Australian Facility Loans, Canadian Facility Loans, UK
Facility Loans and US Facility Loans(with amounts payable in respect of
Australian Facility Swing Line Outstandings being included in such calculation
and paid to the Australian Facility Swing Line Lender);

               (e) payments of principal on Loans and Reimbursement Obligations,
to be applied for the ratable benefit of the Lenders, without distinction or
preference as among Australian Facility Loans, Canadian Facility Loans, UK
Facility Loans and US Facility Loans (with amounts payable in respect of
Australian Facility Swing Line Outstandings being included in such calculation
and paid to the Australian Facility Swing Line Lender);

               (f) amounts due to the Issuing Bank, Applicable Bank Guarantee
Issuer, Agents or the Lenders pursuant to SECTIONS 2A.02(h), 3A.02(h) and 13.10,
to be applied for the ratable benefit of the Agents and the Lenders;

               (g) payments of all other Obligations due under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders and the
Agents; and

               (h) any surplus remaining after application as provided for
herein, to the Borrowers or as otherwise may be required by applicable law.

               11.06 JUDGMENT CURRENCY. The Borrowers, the Agents and each
Lender hereby agree that if, in the event that a judgment is given in relation
to any sum due to any Agent or any Lender hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the Borrowers agree to
indemnify such Agent or Lender, as the case may be, to the extent that the
amount of the Original Currency which could have been purchased thereby in
accordance with normal banking procedures on the Business Day following receipt
of such sum is less than the sum which could have been so purchased thereby had
such purchase been made on the day on which such judgment was given or, if such
day is not a Business Day, on the Business Day immediately preceding the giving
of such judgment, and if the amount so purchased exceeds the amount which could
have been so purchased thereby had such purchase been made on the day on which
such judgment was given or, if such day is not a Business Day, on the Business
Day immediately preceding such judgment, such Agent or Lender agrees to remit
such excess to the Borrowers. The agreements in this SECTION 11.06 shall survive
payment of any such judgment.

               11.07 FUNDING AND PAYMENT OF PARTICIPATIONS; CONVERSION TO US
DOLLARS.

               (a) At any time after the occurrence and during the continuance
of an Event of Default, the Applicable Lenders having Applicable Fronting
Commitments aggregating more than 50% of the Applicable Total Facility
Commitment with respect to any specific Facility (the "Required Fronting
Lenders") may, by written notice to the Applicable Facility Agent (with a copy
to the Company and the Global Agent) not later than 11:00 A.M. (local time of
the Principal Office of the Applicable Facility Agent) on the second Business
Day preceding the proposed date of funding and payment by each Lender of all
Participations purchased in such Facility as provided in ARTICLE II, ARTICLE
IIA, ARTICLE III, ARTICLE IIIA, ARTICLE IV, or ARTICLE V




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hereof (the "Facility Participation Payment Date"), request each Lender to fund
and pay for its Participation in such Facility and deliver to the Applicable
Facility Agent on the Facility Participation Payment Date an aggregate amount of
the Applicable Currency equal to such Participation (or the British Pounds
Sterling Equivalent Amount or Australian Dollar Equivalent Amount of such
Participation, as applicable). At the option of such Required Fronting Lenders,
and as set forth in such notice, (i) all outstanding Loans under such Facility
immediately shall be converted into Loans denominated in US Dollars in an
aggregate principal amount equal to the US Dollar Equivalent Amount of the
aggregate principal amount of such Loans based on the Spot Rate of Exchange on
such Facility Participation Payment Date, and (ii) each such Participation shall
be funded in an aggregate amount of US Dollars equal to the US Dollar Equivalent
Amount of such Participation. The Applicable Facility Agent will promptly
provide written notice of any such request to the other Facility Agents, who
shall promptly provide notice thereof to the Lenders in their respective
Facilities.

               (b) On the applicable Facility Participation Payment Date, each
Participant in the specific Facility shall deliver the amount of such
Participant's Facility Participation Amount with respect to such Facility in the
Applicable Currency and in Same Day Funds to the Applicable Facility Agent;
provided, however, that no Participant shall be responsible for any default by
any other Participant in such other Participant's obligation to pay such amount.
Upon receipt of any such amounts from the Participants, the Applicable Facility
Agent shall distribute such amounts in Same Day Funds to the Applicable Lenders
in such amounts such that, after such distribution, each Applicable Lender and
each Participant in such Facility has a Facility Credit Exposure under such
Facility, expressed as a percentage of the Aggregate Facility Credit Exposure
under such Facility, equal to its Applicable Commitment Percentage. In order to
evidence further such Participation (and without prejudice to the effectiveness
of the Participation provisions set forth above), each Participant agrees to
enter into a separate participation agreement at the request of any Applicable
Lender in such Facility in form and substance reasonably satisfactory to such
Lender.

               (c) In the event that any Participant fails to make available to
the Applicable Facility Agent the amount of its Participation as provided
herein, the Applicable Facility Agent shall be entitled to recover such amount
on behalf of the Applicable Lenders on demand from such Participant together
with interest at the customary rate set by such Applicable Facility Agent for
the correction of errors among banks for three (3) Business Days and thereafter
at a rate per annum equal to the Applicable Base Rate with respect to such
Facility (or, with respect to the UK Facility, the Default Rate). A certificate
of the Applicable Facility Agent submitted to any Lender with respect to amounts
owing hereunder shall be conclusive in the absence of manifest error.

               (d) In the event that any Applicable Lender in a specific
Facility receives a payment in respect of any Loan made under such Facility,
whether directly from the Applicable Borrower or Borrowers or otherwise, in
which Participants have purchased Participations, such Applicable Lender shall
promptly distribute to the Applicable Facility Agent, for distribution to each
such Participant that has paid all such amounts payable by it hereunder with
respect to any Loan made under such Facility by such Applicable Lender, such
Participant's Applicable Commitment Percentage of such payment. Any payment to
any Participant pursuant to the preceding sentence


                                      136
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shall be made in US Dollars or Applicable Currency (whichever currency was
delivered for payment of such Participation) in Same Day Funds by such
Applicable Facility Agent. If any payment received by any Applicable Lender in a
specific Facility pursuant to the immediately preceding sentence with respect to
any Loan made under such Facility by it shall be required to be returned by such
Applicable Lender after such time as such Applicable Lender has distributed such
payment to the Applicable Facility Agent, each Participant that has received a
portion of such payment shall pay to such Applicable Lender an amount equal to
its Applicable Commitment Percentage of such amount to be returned; provided,
however, that no Participant shall be responsible for any default by any other
Participant in that other Participant's obligation to pay such amount.

               (e) Anything contained herein to the contrary notwithstanding,
each Participant's obligation to pay for its purchase of Participations pursuant
to subsection (a) shall be absolute, irrevocable and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or
Participant may have against any Applicable Lender, the Applicable Facility
Agent, any Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default or a Default; (iii) any adverse
change in the condition (financial or otherwise) of any Borrower; (iv) any
breach of this Agreement or any other Loan Document by any Borrower, the
Guarantor or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

               (f) Anything contained in this Agreement to the contrary
notwithstanding, no amendment, modification, termination or waiver of any
provision of this Agreement or of the other Loan Documents, and no consent to
any departure by any Borrower therefrom, shall (i) modify, terminate or waive
any provision of this SECTION 11.07 in any manner adverse to any Lender without
the written concurrence of such Lender, or (ii) modify, terminate or waive any
provision of this SECTION 11.07 in any manner adverse to any Participant without
the written concurrence of such Participant.

               (g) In no event shall (i) the Participation of any Participant in
any Loans or Reimbursement Obligations pursuant to this SECTION 11.07 be
construed as a loan or other extension of credit by such Participant to any
Borrower, any Lender or any Facility Agent, (ii) this Agreement be construed to
require any Participant to make any Loans, issue Letters of Credit, issue Bank
Guarantees or to otherwise extend any credit to any Borrower, any Lender or any
Agent under this Agreement or under the other Loan Documents, or (iii) this
Agreement be construed to require any Participant to fund or pay any amount in
respect of its Participation in any Loan or Reimbursement Obligation except as
set forth herein.


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                                   ARTICLE XII

                                   The Agents

               12.01 APPOINTMENT, POWERS, AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes Bank of America to act as the Global Agent,
National City Bank to act as the US Facility Agent, Banc of America Securities
Limited to act as the UK Facility Agent, Bank One Canada to act as the Canadian
Facility Agent, and Bank One, NA, Australia Branch to act as the Australian
Facility Agent under this Agreement and the other Loan Documents with such
powers and discretion as are specifically delegated to the Global Agent and the
Applicable Facility Agents by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Each Agent (which term as used in this Article hereof shall include its
affiliates and its own and its affiliates' officers, directors, employees, and
agents):

               (a) shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or fiduciary
for any Lender;

               (b) shall not be responsible to the Lenders for any recital,
statement, representation, or warranty (whether written or oral) made in or in
connection with any Loan Document or any certificate or other document referred
to or provided for in, or received by any of them under, any Loan Document, or
for the value, validity, effectiveness, genuineness, enforceability, or
sufficiency of any Loan Document, or any other document referred to or provided
for therein or for any failure by any Borrower or any other Person to perform
any of its obligations thereunder;

               (c) shall not be responsible for or have any duty to ascertain,
inquire into, or verify the performance or observance of any covenants or
agreements by any Borrower or the satisfaction of any condition (except in the
Global Agent's case, receipt of items required by SECTION 7.01 to be delivered
to it) or to inspect the property (including the books and records) of any
Borrower or any of its Subsidiaries or affiliates;

               (d) shall not be required to initiate or conduct any litigation
or collection proceedings under any Loan Document; and

               (e) shall not be responsible for any action taken or omitted to
be taken by it under or in connection with any Loan Document, except for its own
gross negligence or willful misconduct.

               Each Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each of the Global
Co-Syndication Agents, in and only in its capacity as a Global Co-Syndication
Agent, shall have no duties under this ARTICLE XII.



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The Issuing Bank shall act on behalf of the Lenders with respect to any Letter
of Credit issued by it and the documents associated therewith until such time
(and except for so long) as the US Facility Agent may agree at the request of
the Required Lenders to act for the Issuing Bank with respect thereto; provided,
however, that the Issuing Bank shall have all of the benefits and immunities (i)
provided to the US Facility Agent in this ARTICLE XII with respect to any acts
taken or omissions suffered by the Issuing Bank in connection with Letters of
Credit issued by it or proposed to be issued by it and the Applications and
Agreements for Letters of Credit pertaining to the Letters of Credit as fully as
if the term "US Facility Agent" as used in this ARTICLE XII included the Issuing
Bank with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the Issuing Bank.

The Applicable Bank Guarantee Issuer shall act on behalf of the Lenders with
respect to any Bank Guarantee issued by it and the documents associated
therewith until such time (and except for so long) as the UK Facility Agent may
agree at the request of the Required Lenders to act for the Applicable Bank
Guarantee Issuer with respect thereto; provided, however, that the Applicable
Bank Guarantee Issuer shall have all of the benefits and immunities (i) provided
to the UK Facility Agent in this ARTICLE XII with respect to any acts taken or
omissions suffered by the Applicable Bank Guarantee Issuer in connection with
Bank Guarantees issued by it or proposed to be issued by it and the Bank
Guarantee Issuance Agreements pertaining to the Bank Guarantee as fully as if
the term "UK Facility Agent" as used in this ARTICLE XII included the Applicable
Bank Guarantee Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the Applicable Bank Guarantee
Issuer.

               12.02 RELIANCE BY AGENTS. Each Agent shall be entitled to rely
upon any certification, notice, instrument, writing, or other communication
(including, without limitation, any thereof by telephone or telefacsimile)
believed by it to be genuine and correct and to have been signed, sent or made
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel (including counsel for any Borrower), independent accountants,
and other experts selected by such Agent. As to any matters not expressly
provided for by this Agreement, none of the Agents shall 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 with respect to the Total
Facilities, in the case of the Global Agent, or the Required Lenders with
respect to a specific Facility or with respect to the Total Facilities, as the
context may require, in the case of any Agent, and such instructions shall be
binding on all of the Applicable Lenders; provided, however, no Agent shall be
required to take any action that exposes it to personal liability or that is
contrary to any Loan Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Applicable Lenders against any and all
liability and expense which may be incurred by it by reason of taking any such
action.

               12.03 DEFAULTS. No Agent shall be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless it has received
written notice from another Agent or a Lender or a Borrower specifying such
Default or Event of Default and stating that such notice is a "Notice of
Default"; provided, that each Lender shall use its best reasonable efforts to
deliver such notice to its Applicable Facility Agent upon its knowledge of any
Default or Event of Default; provided further, that the failure to deliver such
notice shall not result in any



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liability to any other Lender or Agent. In the event that any Facility Agent
receives such a notice of the occurrence of a Default or Event of Default, such
Facility Agent shall give prompt notice thereof to the Applicable Lenders in its
specific Facility and the other Agents, including the Global Agent. In the event
that the Global Agent receives such a notice of the occurrence of a Default or
Event of Default, the Global Agent shall give prompt notice thereof to all
Facility Agents. The Global Agent shall (subject to SECTION 12.02 hereof) take
such action with respect to such Default or Event of Default as shall reasonably
be directed by the Required Lenders with respect to the Total Facilities,
provided that, unless and until the Global Agent shall have received such
directions, the Global Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interest of the Lenders.

               12.04 RIGHTS AS LENDER. With respect to its Applicable Facility
Commitments and the Loans made by it, each of Bank of America (and any successor
acting as Global Agent or Issuing Bank), National City Bank (and any successor
acting as US Facility Agent), BASL (and any successor acting as UK Facility
Agent), Bank One Canada (and any successor acting as Canadian Facility Agent),
Bank One, NA, Australia Branch (or any successor acting as Australian Facility
Agent or Australian Facility Swing Line Lender) and Bank One, NA, London Branch
and Barclays Bank Plc (or any successor acting as a Bank Guarantee Issuer) in
its capacity as a Lender hereunder, if such Agent is a Lender hereunder, shall
have the same rights and powers as a Lender hereunder as any other Lender and
may exercise the same as though it were not acting as the Global Agent, Issuing
Bank, a Bank Guarantee Issuer, Australian Facility Swing Line Lender, US
Facility Agent, UK Facility Agent, Canadian Facility Agent or Australian
Facility Agent, as applicable, and the term "Lender" or "Lenders" shall, unless
the context otherwise indicates, include each of the Agents in its individual
capacity, if such Agent is a Lender hereunder. Each of Bank of America (and any
successor acting as Global Agent or Issuing Bank), National City Bank (and any
successor acting as US Facility Agent), BASL (and any successor acting as UK
Facility Agent), Bank One Canada (and any successor acting as Canadian Facility
Agent), Bank One, NA, Australia Branch (or any successor acting as Australian
Facility Agent or Australian Facility Swing Line Lender) and Bank One, NA,
London Branch and Barclays Bank Plc (or any successor acting as a Bank Guarantee
Issuer) and their respective affiliates may (without having to account therefor
to any Lender) accept deposits from, lend money to, make investments in, provide
services to, and generally engage in any kind of lending, trust, or other
business with any Borrower or any of its Subsidiaries or affiliates as if it
were not acting as Global Agent, Issuing Bank, a Bank Guarantee Issuer,
Australian Facility Swing Line Lender, US Facility Agent, UK Facility Agent,
Canadian Facility Agent or Australian Facility Agent, as applicable, and each of
Bank of America (and any successor acting as Global Agent or Issuing Bank),
National City Bank (and any successor acting as US Facility Agent), BASL (and
any successor acting as UK Facility Agent), Bank One Canada (and any successor
acting as Canadian Facility Agent), Bank One, NA, Australia Branch (and any
successor acting as Australian Facility Agent or Australian Facility Swing Line
Lender) and Bank One, NA, London Branch and Barclays Bank Plc (and any successor
acting as a Bank Guarantee Issuer) and their respective affiliates may accept
fees and other consideration from any Borrower or any of its Subsidiaries or
affiliates for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.


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               12.05 INDEMNIFICATION. The Lenders agree to indemnify the Agents
(to the extent not reimbursed under SECTION 13.10 hereof, but without limiting
the obligations of the Borrowers under such Section), for its or their ratable
share (based on their Applicable Commitment Percentages) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees), or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against any of
the Agents (including by any Lender) in any way relating to or arising out of
any Loan Document or the transactions contemplated thereby or any action taken
or omitted by any of the Agents under any Loan Document; provided that no Lender
shall be liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Agents promptly
upon demand for its or their ratable share (based on their Applicable Commitment
Percentages) of any costs or expenses payable by the Borrowers under SECTION
13.06, to the extent that the Agents are not promptly reimbursed for such costs
and expenses by the Borrowers. The agreements contained in this Section shall
survive payment in full of the Obligations, termination of each Commitment and
the occurrence of the Total Facility Repayment Date.

               12.06 NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender
agrees that it has, independently and without reliance on any of the Agents or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrowers and their
Subsidiaries and decision to enter into this Agreement and that it will,
independently and without reliance upon any of the Agents or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own analysis and decisions in taking or not taking
action under the Loan Documents. Except for notices, reports, and other
documents and information expressly required to be furnished to the Lenders by
the Agents hereunder, the Agents shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition, or business of any Borrower or any of its Subsidiaries or
affiliates that may come into the possession of any of the Agents or any of its
affiliates.

               12.07 RESIGNATION OF AN AGENT. Any of the Agents may resign at
any time by giving notice thereof (a) with respect to the resignation of the
Global Agent, to the Lenders, the Borrowers and the Facility Agents, and (b)
with respect to the resignation of any Applicable Facility Agent, to the
Applicable Lenders, the Applicable Borrowers, the Company and the Global Agent.
Upon any such resignation of the Global Agent, the Required Lenders with respect
to the Total Facilities shall have the right to appoint a successor Global
Agent, which shall be a Lender under or a Lender Affiliate with respect to the
Total Facilities at such time and which, so long as no Default or Event of
Default exists, shall be acceptable to the Company, which acceptance shall not
be unreasonably withheld or delayed. Upon any such resignation of an Applicable
Facility Agent, the Required Lenders with respect to the specific Facility shall
have the right to appoint a successor Facility Agent for such Facility, which
shall be a Lender under or a Lender Affiliate with respect to such Facility at
such time and which, so long as no Default or Event of Default exists, shall be
acceptable to the Company, which acceptance shall not be unreasonably withheld
or delayed. If no successor Global Agent or Applicable Facility Agent shall have
been so appointed and shall have accepted such appointment within thirty (30)
days after the retiring Global Agent or Applicable Facility Agent's giving of
notice of


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resignation, then the resignation of the retiring Global Agent or Applicable
Facility Agent as the case may be, shall nonetheless thereupon be effective and
the Facility Agents, in the case of the Global Agent's resignation, or the
Applicable Facility Lenders, in the case of an Applicable Facility Agent's
resignation, shall perform all the obligations of the retiring Agent hereunder
until such time, if any, as the Required Lenders shall appoint a successor Agent
as provided for above. Upon the acceptance of any appointment as Global Agent or
Applicable Facility Agent hereunder by a successor, such successor shall
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges, and duties of the retiring Global Agent or Applicable Facility
Agent, and the retiring Global Agent or Applicable Facility Agent shall be
discharged from its duties and obligations hereunder. After any retiring Global
Agent or Applicable Facility Agent's resignation hereunder as Global Agent or
Applicable Facility Agent, the provisions of this ARTICLE XII shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Global Agent or Applicable Facility Agent.
Notwithstanding the foregoing, and providing the Canadian Facility Agent is a
Schedule II Bank, the Canadian Facility Agent may, at any time, resign as
Canadian Facility Agent and appoint as successor Canadian Facility Agent a
Schedule III Bank that is an affiliate of the Canadian Facility Agent. Such
resignation and appointment shall be effective upon notice to the Global Agent,
the Lenders, the Borrowers and the Facility Agents.

               12.08 FEES. The Borrowers agree to pay to each of the Agents, for
its individual account, an annual fee as from time to time agreed to by the
Borrowers and the Global Agent or Applicable Facility Agent, as applicable, in
writing.


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                                  ARTICLE XIII

                                  Miscellaneous

               13.01 ASSIGNMENTS AND PARTICIPATIONS.

               (a) Each Lender may assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Loans, its Notes, its Applicable
Facility Commitments, its Applicable Fronting Commitments and its
Participations); provided, however, that

                             (i) each such assignment shall be to an Eligible
               Assignee;

                             (ii) except in the case of an assignment to another
               Lender or an assignment of all of a Lender's rights and
               obligations in the US Facility, UK Facility, Canadian Facility
               or Australian Facility, respectively, under this Agreement, any
               such partial assignment shall be in an amount at least equal to
               US $5,000,000 of such Lender's US Facility Commitment, (pound
               sterling)3,000,000 of such Lender's UK Facility Commitment (if
               any), CAN $7,000,000 of such Lender's Canadian Facility
               Commitment (if any) and AUS $5,000,000 of such Lender's
               Australian Facility Commitment (if any);

                             (iii) each such assignment by a Lender shall be of
               a constant, and not varying, percentage of all of its rights and
               obligations (including Loans, Applicable Facility Commitments,
               Applicable Fronting Commitments and Participations and
               Outstandings owing thereto) under this Agreement with respect to
               each Facility;

                             (iv) the parties to such assignment shall execute
               and deliver to each Applicable Facility Agent and the Global
               Agent (and with respect to the US Facility, the Issuing Bank,
               with respect to the UK Facility, the Bank Guarantee Issuers and
               with respect to the Australian Facility, the Australian Facility
               Swing Line Lender) for their acceptance an Assignment and
               Acceptance in the form of EXHIBIT B hereto, together with any
               Note subject to such assignment and a processing fee of US $5,000
               payable pro rata to the Global Agent and each Applicable Facility
               Agent;

                             (v) each assignee must be a US Facility Lender and
               a Lender under at least one (1) additional Facility after giving
               effect to any assignment hereunder; and

                             (vi) such assignee shall have an office located in
               the United States.

Notwithstanding the foregoing, the following requirements shall not apply in
respect of a Schedule II to Schedule III Assignment: (1) the processing fee
referred to in SECTION 13.01(a)(iv) and (2) provided that an affiliate of the
assignee is a US Facility Lender, the requirement in SECTION 13.01(a)(v) that
the assignee be a US Facility Lender and that the assignee also be a Lender
under at least one additional Facility. Upon execution, delivery, and acceptance
of such



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Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of such assignment, have the obligations, rights, and benefits of
a Lender hereunder and the assigning Lender shall, to the extent of such
assignment, relinquish its rights and be released from its obligations under
this Agreement. Upon the consummation of any assignment pursuant to this
Section, the assignor, the Applicable Facility Agent and the Applicable
Borrowers shall make appropriate arrangements so that, if required, new Notes
are issued to the assignor and the assignee. If the assignee is not incorporated
under the laws of the appropriate jurisdiction for the Applicable Facilities and
the assignment is not a Schedule II to Schedule III Assignment, it shall deliver
to the Borrowers and the Applicable Facility Agent certification as to exemption
from deduction or withholding of Taxes in accordance with SECTION 6.06.

               (b) Each Applicable Facility Agent shall maintain at its address
referred to in SECTION 13.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Applicable Lenders and each Applicable Facility Commitment of,
and principal amount of the Outstandings owing to, each such Applicable 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
Applicable Borrowers, the Global Agent, the Applicable Facility Agent and the
Applicable Lender may treat each Person whose name is recorded in the Register
as a Lender hereunder under the Applicable Facility for all purposes of this
Agreement. The Register shall be available for inspection by any Applicable
Borrower or any Applicable Lender at any reasonable time and from time to time
upon reasonable prior notice.

               (c) Upon its receipt of an Assignment and Acceptance executed by
the parties thereto, together with any Note subject to such assignment and
payment of the processing fee, the Global Agent and the Applicable Facility
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of EXHIBIT B hereto, accept such Assignment and
Acceptance and record the information contained therein in the Register, and the
Applicable Facility Agent shall thereafter give prompt notice thereof to the
parties thereto.

               (d) Each Lender may sell participations to one or more Persons in
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Loans, Applicable Facility Commitments, Applicable
Fronting Commitments, Participations and Outstandings owing thereto); provided,
however, that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participant shall be
entitled to the benefit of the yield protection provisions contained in ARTICLE
VI and the right of set-off contained in SECTION 13.03, (iv) the Applicable
Borrowers and Applicable 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) such Lender shall retain the sole right to enforce the
obligations of the Applicable Borrowers relating to its Loans, its Notes (if
any) and its Participations and Outstandings owing thereto, and to approve any
amendment, modification, or waiver of any provision of this Agreement (other
than amendments, modifications, or waivers decreasing or reducing the amount of
principal of or the rate at which interest is payable or the amount of fees
payable on such Loans or any Notes or other Outstandings, extending any
scheduled principal payment date or date fixed for the payment of interest on
such Loans or



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Notes, releasing the Guarantor or any Borrower or providing for any assignment
of their Obligations, or extending any Applicable Facility Commitment of such
Lender), each of which may, if so agreed in writing, require the prior consent
of any such participant in such Lender's Commitments and Participations and
Outstandings owing thereto before such Lender approves any such amendment,
modification or waiver.

               (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans, its Notes, its Obligations and its interest under the Loan Documents
to any Federal Reserve Bank as collateral security pursuant to Regulation A and
any Operating Circular issued by such Federal Reserve Bank. No such assignment
shall release the assigning Lender from its obligations hereunder.

               (f) Any Lender may furnish any information concerning any
Borrower or any of its Subsidiaries in the possession of such Lender from time
to time to assignees and participants (including prospective assignees and
participants) evaluating the assignment or participation and subject to the
prior execution by such party of the form of confidentiality agreement required
by the Company as of the Closing Date of all Lenders.

               (g) In the event that any Lender fails to maintain an Investment
Grade Rating (a "Non-Rated Lender"), such Lender shall be replaced as soon as
practicable by, and assign all its Loans, Applicable Facility Commitments,
Applicable Fronting Commitments, Participations and other Obligations owing
thereto pursuant to SECTION 13.01 to, a financial institution selected by the
Company and willing to become a Lender for all purposes hereunder which is an
Eligible Assignee. Such Non-Rated Lender agrees to execute and deliver to the
Global Agent and to the Applicable Facility Agent of each Facility in which such
Non-Rated Lender has made or was obligated to make Loans an Assignment and
Acceptance with such replacement Lender upon payment at par by such replacement
lender of all principal, interest, fees and other amounts owing under this
Agreement to such Non-Rated Lender. The Non-Rated Lender shall pay to the
Applicable Facility Agent the processing fee required by SECTION 13.01(a)(iv) in
connection with such assignment. Upon acceptance of the Assignment and
Acceptance and satisfaction of all other conditions in SECTION 13.01(a), (b),
(c), such replacement lender shall become a Lender hereunder.

               (h) No Borrower may assign any rights, powers, duties or
obligations under this Agreement or the other Loan Documents without the prior
written consent of all the Lenders.

               13.02 NOTICES. Any notice shall be presumed to have been received
by any party hereto and be effective (i) on the day on which delivered
(including hand delivery by commercial courier service) to such party (against
receipt therefor), (ii) on the date of receipt at such address or telefacsimile
number as may from time to time be specified by such party in written notice to
the other parties hereto, or (iii) on the fifth Business Day after the date on
which mailed, if sent prepaid by certified or registered mail, return receipt
requested, in each case delivered, transmitted or mailed, as the case may be, to
the address or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice thereunder:



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               (a)      if to any Borrower:

                                c/o American Greetings Corporation
                                One American Road
                                Cleveland, Ohio 44144
                                Attention:  Manager of Treasury Operations
                                Telefacsimile:(216) 252-6791
                                Telephone:    (216) 252-7300

                                with a copy to:

                                American Greetings Corporation
                                One American Road
                                Cleveland, Ohio  44144
                                Attention:  General Counsel
                                Telefacsimile:  (216) 252-6741
                                Telephone:  (216) 252-7300

                        (b)     if to the Authorized Representative:

                                At the address set forth for receipt of notices
                                in the notice of appointment thereof.

                        (c)     if to the Global Agent:

                                Bank of America, N.A.
                                1455 Market Street, 12th Floor
                                San Francisco, California 94103
                                Attention:  Gary Flieger, Agency Services
                                Telefacsimile:(415) 436-3484
                                Telephone:    (415) 436-3425

                                with a copy to:

                                Bank of America, N.A.
                                231 South LaSalle Street
                                Chicago, Illinois 60697
                                Attention:  Gretchen Spoo
                                Telefacsimile:(312) 987-0303
                                Telephone:    (312) 828-6654

                        (d)     if to the Agents:

                                At the addresses set forth on the signature
                                pages hereof.

                        (e)     if to the Lenders:



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                                At the addresses set forth on the signature
                                pages hereof and on the signature page of each
                                Assignment and Acceptance.

               13.03 RIGHT OF SET-OFF; ADJUSTMENTS.

               (a) Upon the occurrence and during the continuance of any Event
of Default, each Lender, each Bank Guarantee Issuer and the Issuing Bank (and
each of its affiliates) is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender (or any of its
affiliates) to or for the credit or the account of any Applicable Borrower
against any and all of the Obligations of such Borrower now or hereafter
existing under this Agreement, any other Loan Document and the Note of such
Borrower held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement, any other Loan Document or such Notes and
although such Obligations may be unmatured. Each Lender agrees promptly to
notify the Applicable Borrower, the Global Agent and the Applicable Facility
Agent after any such set-off and application made by such Lender; provided,
however, 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
13.03(a) are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

               (b) Each Lender (including the Australian Facility Swing Line
Lender), each Bank Guarantee Issuer and the Issuing Bank agrees that if it
shall, through the exercise of a right of banker's lien, set-off, counterclaim
or otherwise, obtain payment with respect to its Obligations (other than
pursuant to ARTICLE VI) which results in its receiving more than its pro rata
share of the aggregate payments with respect to all of the Obligations in a
specific Facility, or with respect to all of the Obligations in the Total
Facilities, after acceleration thereof pursuant to SECTION 11.01(a) (other than
any payment expressly provided hereunder to be distributed on other than a pro
rata basis and payments pursuant to ARTICLE VI), then (i) such Lender (including
the Australian Facility Swing Line Lender), Bank Guarantee Issuer or Issuing
Bank shall be deemed to have simultaneously purchased from the other Applicable
Lenders or all Lenders, as the case may be, a share in their Obligations so that
the amount of the Obligations held by each of the Applicable Lenders or all
Lenders, as the case may be, shall be pro rata and (ii) such other adjustments
shall be made from time to time as shall be equitable to ensure that the Lenders
share such payments ratably; provided, however, that for purposes of this
SECTION 13.03(b) the terms "pro rata" and "ratably" shall be determined with
respect to the Applicable Commitment Percentage of each Lender after subtraction
of amounts, if any, by which any such Lender has not funded its share of the
outstanding Loans. If all or any portion of any such excess payment is
thereafter recovered from the Lender which received the same, the purchase
provided in this SECTION 13.03 (b) shall be rescinded to the extent of such
recovery, without interest. The Borrowers expressly consent to the foregoing
arrangements and agree that each Lender so purchasing a portion of the other
Lenders' Obligations may exercise all rights of payment (including, without
limitation, all rights of set-off, banker's lien or counterclaim) with respect
to such portion as fully as if such Lender were the direct holder of such
portion.



                                      147
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               13.04 SURVIVAL. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans, the
issuance of the Letters of Credit and Bank Guarantees and the execution and
delivery to the Lenders of this Agreement and the Notes, if any, and shall
continue in full force and effect so long as any Obligations remain outstanding
or any Lender, Issuing Bank or Bank Guarantee Issuer has any commitment
hereunder or any Borrower has continuing obligations hereunder unless otherwise
provided herein. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
permitted assigns of such party and all covenants, provisions and agreements by
or on behalf of the Borrowers which are contained in the Loan Documents shall
inure to the benefit of the successors and permitted assigns of the Lenders or
any of them.

               13.05 EXPENSES. Each Borrower jointly and severally agrees to pay
on demand all reasonable costs and expenses of the Global Agent, the Canadian
Facility Agent, the UK Facility Agent, the Australian Facility Agent, each Bank
Guarantee Issuer and the Issuing Bank in connection with the syndication,
preparation, due diligence, execution, delivery, administration, modification,
and amendment of this Agreement, the other Loan Documents, and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and expenses of counsel (including the allocated cost of
internal counsel) for the Global Agent and the allocated cost of internal
counsel for the Canadian Facility Agent and the Australian Facility Agent with
respect thereto and with respect to advising the Agents as to their rights and
responsibilities under the Loan Documents. Each Borrower further agrees jointly
and severally to pay on demand all costs and expenses of each Agent and each
Lender, if any (including, without limitation, reasonable attorneys' fees and
expenses), in connection with the enforcement or preservation of rights under
this Agreement (whether through negotiations, legal proceedings, or otherwise),
any other Loan Documents and any other documents to be delivered hereunder. The
agreements contained in this Section shall survive payment in full of the
Obligations, termination of each Commitment and the occurrence of the Total
Facility Repayment Date.

               13.06 AMENDMENTS AND WAIVERS. Any provision of this Agreement or
any other Loan Document may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrowers and the Required Lenders
with respect to the Total Facilities, and, if ARTICLE XII or the rights or
duties of the Global Agent or any Applicable Facility Agent are affected
thereby, by the Global Agent and/or the Applicable Facility Agent, as
applicable; provided that no such amendment or waiver shall, unless signed by
all the Lenders, (i) increase the US Facility Commitment, UK Facility
Commitment, Canadian Facility Commitment or Australian Facility Commitment, or
the US Facility Fronting Commitment, UK Facility Fronting Commitment, Canadian
Facility Fronting Commitment or Australian Facility Fronting Commitment, as
applicable, of any Lender or increase the Total US Facility Commitment, the
Total UK Facility Commitment, the Total Canadian Facility Commitment or the
Total Australian Facility Commitment; (ii) reduce the principal of or rate of
interest on any Loan or Reimbursement Obligation or any fees or other amounts
payable hereunder; (iii) postpone any date fixed for the payment of any
scheduled installment of principal of or interest on any Loan or Reimbursement
Obligation or any fees or other amounts payable hereunder or any mandatory
prepayments required by SECTION 9.17 or the Total Facility Termination Date, the
US Facility Revolving Credit Termination Date or the Canadian Facility Renewable
Tranche Termination Date; (iv) change the percentage of the Applicable Facility
Commitment or the Total


                                      148
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Commitment, as applicable, or of the Aggregate Credit Exposure or the number of
Lenders, which shall be required for the Lenders or any of them to take any
action under this Section or any other provision of this Agreement; or (v)
release or allow an assignment by any Borrower or the Guarantor; provided
further, however, that the amendment or waiver of any of the following
provisions of a specific Facility need only be signed by the Applicable
Borrowers, the Applicable Facility Agent and the Required Lenders with respect
to such Facility: (x) delivery of Borrowing Notices with respect to any Advance,
Continuation or Conversion under the specific Facility, (y) delivery of notice
for any reduction in the Applicable Total Facility Commitment, and (z) minimum
or integral amounts of Advances or Loans under the specific Facility; and
provided, further, that no such amendment or waiver that affects the rights,
privileges or obligations of the Issuing Bank as issuer of Letters of Credit,
shall be effective unless signed in writing by the Issuing Bank; and provided,
further that no such amendment or waiver that affects the rights, privileges or
obligations of the Bank Guarantee Issuers as issuer of Bank Guarantees, shall be
effective unless signed in writing by the Bank Guarantee Issuers; and provided,
further, that no such amendment or waiver that affects the rights, privileges or
obligations of the Australian Facility Swing Line Lender as provider of the
Australian Facility Swing Line Loans, shall be effective unless signed in
writing by the Australian Facility Swing Line Lender.

               No notice to or demand on any Borrower in any case shall entitle
such Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or any Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.

               13.07 COUNTERPARTS . This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

               13.08 TERMINATION. The termination of this Agreement shall not
affect any rights of the Borrowers, the Lenders or the Agents or any obligation
of any Borrower, the Lenders (including the Australian Facility Swing Line
Lender) or any of the Agents or the Issuing Bank or any Bank Guarantee Issuer,
arising prior to the effective date of such termination, and the provisions
hereof shall continue to be fully operative until all transactions entered into
or rights created or obligations incurred prior to such termination have been
fully disposed of, concluded or liquidated and the Obligations arising prior to
or after such termination have been irrevocably paid in full. The rights granted
to the Agents for the benefit of the Lenders hereunder and under the other Loan
Documents shall continue in full force and effect, notwithstanding the
termination of this Agreement, until termination of each Commitment and all of
the Obligations have been paid in full after the termination hereof (other than
Obligations in the nature of continuing indemnities or expense reimbursement
obligations not yet due and payable, which shall continue) or the Borrowers have
furnished the Lenders and the Agents with an indemnification satisfactory to the
Agents and each Lender with respect thereto. All representations, warranties,
covenants, waivers and agreements contained herein shall survive termination
hereof until


                                      149
<PAGE>   156


payment in full of the Obligations unless otherwise provided herein.
Notwithstanding the foregoing, if after receipt of any payment of all or any
part of the Obligations, any Lender (including the Australian Facility Swing
Line Lender) or the Issuing Bank or any Bank Guarantee Issuer is for any reason
compelled to surrender such payment to any Person because such payment is
determined to be void or voidable as a preference, impermissible setoff, a
diversion of trust funds or for any other reason, this Agreement (including the
provisions pertaining to Participations in Letters of Credit, Bank Guarantees,
Reimbursement Obligations, and Australian Facility Swing Line Loans) shall
continue in full force and the Borrowers shall be liable to, and shall indemnify
and hold the Agents and such Lender (including the Australian Facility Swing
Line Lender) or the Issuing Bank or the Applicable Bank Guarantee Issuer
harmless for, the amount of such payment surrendered until the Agents and such
Lender (including the Australian Facility Swing Line Lender) and the Issuing
Bank and the Applicable Bank Guarantee Issuer shall have been finally and
irrevocably paid in full. The provisions of the foregoing sentence shall be and
remain effective notwithstanding any contrary action which may have been taken
by the Lenders or the Issuing Bank or the Applicable Bank Guarantee Issuer in
reliance upon such payment, and any such contrary action so taken shall be
without prejudice to the Lenders' (including the Australian Facility Swing Line
Lender's) and the Issuing Bank's and the Applicable Bank Guarantee Issuer's
rights under this Agreement and shall be deemed to have been conditioned upon
such payment having become final and irrevocable.

               13.09 USURY SAVINGS CLAUSE. Notwithstanding any other provision
herein, the aggregate interest rate charged with respect to any of the
Obligations, including all charges or fees in connection therewith deemed in the
nature of interest under applicable law shall not exceed the Highest Lawful Rate
(as such term is defined below). If the rate of interest (determined without
regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate; the outstanding amount of the Loans made hereunder shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect. In addition, if when the Loans made hereunder are repaid in full the
total interest due hereunder (taking into account the increase provided for
above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the Applicable
Borrowers shall pay to the Applicable Facility Agent an amount equal to the
difference between the amount of interest paid and the amount of interest which
would have been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of the Lenders and the
Borrowers to confirm strictly to any applicable usury laws. Accordingly, if any
Lender contracts for, charges, or received any consideration which constitutes
interest in excess of the Highest Lawful Rate, then any such excess shall be
cancelled automatically and, if previously paid, shall at such Lender's option
be applied to the outstanding amount of the Loans made hereunder or be refunded
to the Applicable Borrowers. As used in this paragraph, the term "Highest Lawful
Rate" means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws
applicable to such Lender which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws now
allow.



                                      150
<PAGE>   157


               13.10 INDEMNIFICATION; LIMITATION OF LIABILITY.

               (a) The Company and each Borrower jointly and severally agrees to
indemnify absolutely and unconditionally and hold harmless each Agent and each
Lender (including the Australian Facility Swing Line Lender), the Issuing Bank,
the Bank Guarantee Issuers and each of their affiliates and their respective
officers, directors, employees, agents, and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities,
costs, and expenses, including, without limitation, all claims, damages, losses,
liabilities, costs and expenses described in SECTION 6.09 (the foregoing also to
include, without limitation, reasonable attorneys' fees (including the allocated
cost of internal counsel), settlement costs and disbursements) ("Indemnified
Liabilities") that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Loan Documents, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Loans, except to the extent such Indemnified
Liability is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. If and to the extent the foregoing may be unenforceable for
any reason, the Company and each Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each Indemnified Liability which
is permissible under applicable law. In the case of an investigation, litigation
or other proceeding to which the indemnity in this SECTION 13.10 applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Company, any Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated.

               (b) Without limiting the generality of SECTION 13.10(a) above,
the Company and the Borrowers hereby jointly and severally agree to defend,
indemnify and hold each Indemnified Party harmless from and against any and all
Indemnified Liabilities (including, without limitation, assessment and cleanup
costs and reasonable attorneys', consultants' and other experts' fees and
disbursements, including those arising by reason of any of the aforesaid or an
action against the Company or any Subsidiary under this indemnity) arising
directly or indirectly from, out of or by reason of (a) the violation or alleged
violation of any Environmental Law by the Company or any Subsidiary or with
respect to any property owned, operated or leased by the Company or any
Subsidiary or (b) the use, generation, handling, storage, transportation,
treatment, emission, release, disclaim or disposal of any Hazardous Material by
or in respect of the Company or any Subsidiary or on or with respect to property
owned or leased or operated by the Company or any Subsidiary.

               (c) The Company and each Borrower agrees that no Indemnified
Party shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to it, any of its Subsidiaries or Affiliates or any security
holders or creditors thereof arising out of, related to or in connection with
the transactions contemplated herein, except to the extent that such liability
is found in a final non-appealable judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party's gross negligence or willful
misconduct; provided, however, the Company and each Borrower agrees not to
assert any claim against any of the Agents, any Lender, any of



                                      151
<PAGE>   158


their affiliates, or any of their respective directors, officers, employees,
attorneys, agents, and advisers, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise
relating to the Loan Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Loans.

               (d) Without prejudice to the survival of any other agreement of
any Borrower hereunder, the agreements and obligations of the Company and each
Borrower contained in this SECTION 13.10 shall survive the payment in full of
the Obligations, termination of each Commitment and the occurrence of the Total
Facility Repayment Date.

               13.11 AGREEMENT CONTROLS. In the event that any term of any of
the Loan Documents other than this Agreement conflicts with any express term of
this Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

               13.12 SEVERABILITY. If any provision of this Agreement or the
other Loan Documents shall be determined to be illegal or invalid as to one or
more parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

               13.13 ENTIRE AGREEMENT. This Agreement, together with the other
Loan Documents, constitutes the entire agreement among the parties with respect
to the subject matter hereof and supersedes all previous proposal, negotiations,
representations and other communications between or among the parties, both oral
and written, with respect thereto.

               13.14 GOVERNING LAW; WAIVER OF JURY TRIAL.

               (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE
LOAN DOCUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE GOVERNED BY THE LAWS
OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.

               (b) EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK,
UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH
BORROWER HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.



                                      152
<PAGE>   159


               (c) EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS
IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL
(POSTAGE PREPAID) TO THE ADDRESS OF SUCH BORROWER PROVIDED IN SECTION 13.02, OR
BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT
IN THE STATE OF NEW YORK.

               (d) NOTHING CONTAINED IN SUBSECTION (a) OR (b) HEREOF SHALL
PRECLUDE ANY AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY
JURISDICTION WHERE ANY BORROWER OR ANY BORROWER'S PROPERTY OR ASSETS MAY BE
FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH
JURISDICTION, EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR
PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY
BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER
APPLICABLE LAW.

               (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION WITH THE FOREGOING, EACH BORROWER, EACH AGENT AND THE LENDERS HEREBY
AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH
PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

               13.15 SPECIAL FUNDING OPTION.

               (a) Notwithstanding anything to the contrary contained herein,
any Lender (for the purposes of this SECTION 13.15, a "Granting Lender") may
grant to a special purpose funding vehicle (for the purposes of this SECTION
13.15, an "SPC") the option to make, on behalf of such Granting Lender, all or a
portion of the Advances and Participations which such Granting Lender is
obligated to make (a "Funding Obligation") under the applicable Facility, such
option to be exercisable in the sole discretion of the SPC; provided, however,
that

                             (i) such Granting Lender's obligations under this
               Agreement and the Loan Documents shall remain unchanged,
               including without limitation the indemnification obligations of
               the Granting Lender pursuant to SECTION 12.05 hereof;



                                      153
<PAGE>   160


                             (ii) such Granting Lender shall remain solely
               responsible to the other parties hereto for the performance of
               all Funding Obligations;

                             (iii) the Applicable Borrowers and the Applicable
               Lenders shall continue to deal solely and directly with such
               Granting Lender in connection with such Granting Lender's rights
               and obligations under this Agreement; the Applicable Facility
               Agent shall continue to deal directly with the Granting Lender as
               agent for the SPC with respect to distribution of payment of
               principal, interest and fees, notices of Conversion and
               Continuation and all other matters;

                             (iv) such Granting Lender shall retain the sole
               right to enforce the obligations of the Applicable Borrowers
               relating to its Loans and its Notes and its Participations and to
               approve any amendment, modification, or waiver of any provision
               of this Agreement, each of which may, if so agreed in writing
               between the Granting Lender and the SPC, require the prior
               consent of any such SPC which has exercised the option to
               undertake the Funding Obligation in connection with such Granting
               Lender's Commitments and Participations and Obligations owing
               thereto before the Granting Lender approves any such amendment,
               modification or waiver;

                             (v) the granting of such option shall not
               constitute an assignment to or participation of such SPC of or in
               the Granting Lender's Commitments and Participations and
               Obligations owing thereto;

                             (vi) such SPC shall not become a Lender hereunder
               as a result of the granting of such option;

                             (vii) such SPC shall not become obligated or
               committed to make Advances as a result of the granting of such
               option;

                             (viii) if such SPC elects not to exercise such
               option or otherwise fails to make all or any part of an Advance
               or Participation, the Granting Lender shall retain its Funding
               Obligation and be obligated to make the entire Advance or
               Participation or any portion of such Advance or Participation not
               made by such SPC; and

               (b) Advances and Participations made by an SPC hereunder shall be
deemed to satisfy the Funding Obligation and utilize the Applicable Facility
Commitment and Applicable Fronting Commitment of the Granting Lender as if, and
to the same extent, such Advances were made by such Granting Lender.

               (c) Each party hereto agrees that no SPC shall be liable for any
indemnity or payment under this Agreement for which a Granting Lender would
otherwise be liable so long as, and to the extent that, the Granting Lender
provides such indemnity or makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any


                                      154
<PAGE>   161


bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
State thereof.

               (d) Notwithstanding anything to the contrary contained in this
Agreement, an SPC may (i) at any time and without paying any processing fee
therefor, assign or participate all or a portion of its interests in any Loans
or Participations as they may exist consistent with the terms of this SECTION
13.15 to its Granting Lender or to any financial institutions providing
liquidity and/or credit support to or for the account of such SPC to support the
funding or maintenance of Loans or Participations, and (ii) disclose on a
confidential basis any nonpublic information relating to Advances made by such
SPC hereunder to any rating agency, commercial paper dealer or provider of any
surety or guarantee to such SPC.

               (e) This SECTION 13.15 may not be amended without the prior
written consent of the Granting Lender on behalf of which such SPC has made all
or any part of its Advances which remain outstanding at the time of such
amendment.


                            [Signature pages follow.]


                                      155
<PAGE>   162




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




                                           AMERICAN GREETINGS CORPORATION


                                           By: /s/ Dale A. Cable
                                              ---------------------------------
                                           Name: Dale A. Cable
                                                -------------------------------
                                           Title: Vice President - Treasurer
                                                 ------------------------------


                                           CARLTON CARDS (FRANCE) S.N.C.

                                           By: /s/ John S.N. Charlton

                                           Name: John S.N. Charlton
                                                -------------------------------
                                           Title: Gerant
                                                 ------------------------------


                                           CARLTON CARDS LIMITED, a UK entity

                                           By:  /s/ Morry Weiss

                                           Name: Morry Weiss
                                                -------------------------------
                                           Title: Executive Director
                                                 ------------------------------


                                           UK GREETINGS LIMITED

                                           By: /s/ Mary Ann Corrigan-Davis

                                           Name: Mary Ann Corrigan-Davis
                                                -------------------------------
                                           Title: Director
                                                 ------------------------------


                                           UKG SPECIALTY PRODUCTS LIMITED

                                           By: /s/ Mary Ann Corrigan-Davis

                                           Name: Mary Ann Corrigan-Davis
                                                -------------------------------
                                           Title: Director
                                                 ------------------------------




                            Signature Page 1 of 23
<PAGE>   163


                                           CARLTON CARDS LIMITED, a Canadian
                                           Company


                                           By:  /s/ Phyllis Alden

                                           Name: Phyllis Alden
                                                -------------------------------
                                           Title: Secretary
                                                 ------------------------------


                                           JOHN SANDS (AUSTRALIA) LTD.

                                           By: /s/ Mary-Ann Corrigan-Davis

                                           Name: Mary-Ann Corrigan-Davis
                                                -------------------------------
                                           Title: President
                                                 ------------------------------


                                           JOHN SANDS (N.Z.) LTD.

                                           By: /s/ Mary-Ann Corrigan-Davis

                                           Name: Mary-Ann Corrigan-Davis
                                                -------------------------------
                                           Title: President
                                                 ------------------------------


                                           JOHN SANDS HOLDING CORP.

                                           By:  /s/ Mary-Ann Corrigan-Davis

                                           Name: Mary-Ann Corrigan-Davis
                                                -------------------------------
                                           Title:  President
                                                 ------------------------------



                            Signature Page 2 of 23
<PAGE>   164



                                          BANK OF AMERICA, N.A., as Global Agent



                                          By: /s/ Gary Flieger
                                             ----------------------------------
                                          Name: Gary Flieger
                                          Title:  Vice President

                                          Wire Transfer Instructions:

                                          Bank of America, N.A.
                                          Dallas, Texas
                                          ABA # 111000012
                                          Account No. 3750836479
                                          Account Name: Credit Services
                                          Ref: American Greetings

                                          Address for Other Notices;

                                          Bank of America, N.A.
                                          1455 Market Street, 12th Floor
                                          San Francisco, California   94103
                                          Attention:      Gary Flieger
                                          Telephone:      (415) 436-3484
                                          Telefacsimile:  (415) 436-3425


                             Signature Page 3 of 23
<PAGE>   165



                                          BANK OF AMERICA, N.A., as US Facility
                                          Lender and Issuing Bank



                                          By: /s/ Gretchen A. Spoo
                                             ----------------------------------
                                          Name:  Gretchen A. Spoo
                                          Title: Principal

                                          Lending Office:

                                          Bank of America, N.A.
                                          Attention: Myrna Lara, Credit Services
                                                       Representative
                                          1850 Gateway Boulevard
                                          Concord, California 94520
                                          Telephone:    (925) 675-8391
                                          Telefacsimile:(925) 969-2819

                                          Wire Transfer Instructions:

                                          Bank of America, N.A.
                                          Dallas, Texas
                                          ABA # 111000012
                                          Account No. 3750836479
                                          Account Name: Credit Services
                                          Ref: American Greetings

                                          Address for Other Notices:

                                          Bank of America, N. A.
                                          Attention:  Gretchen Spoo
                                          231 South LaSalle
                                          Chicago, Illinois 60697
                                          Telephone:      (312) 828-6654
                                          Telefacsimile:  (312) 987-0303




                            Signature Page 4 of 23
<PAGE>   166


                                          BANC OF AMERICA SECURITIES
                                          LIMITED, as U.K. Facility Agent

                                          By: /s/  Graham Radford
                                             -----------------------------------
                                          Name:  Graham Radford
                                          Title:  Assistant Vice President

                                          Agency Office:

                                          Banc of America Securities Limited
                                          Attention: Karen Hall/Loans Agency
                                          1 Alie Street
                                          London E1 8DE
                                          England
                                          Telephone:  011 44 20 8313 2992
                                          Telefacsimile:  011 44 20 8313 2149

                                          Wire Transfer Instructions:

                                          With respect to US Dollars:
                                          Bank of America, N.A., New York
                                          Account Bank of America, N.A., London
                                          A/c no. 37/60564
                                          For further credit to Banc of America
                                          Securities Limited, London
                                          A/c no. 10985218

                                          With respect to British Pounds
                                          Sterling:
                                          Bank of America, N.A., London
                                          CHAPS Code 16-50-50
                                          Account Banc of America Securities
                                          Limited, London
                                          A/c no. 10985010

                                          With respect to French Francs:
                                          Bank of America, N.A., London
                                          Account  Banc of America Securities
                                          Limited, London
                                          A/c no. 10985292

                                          With respect to euro:
                                          Bank of America, N.A., London
                                          Account Banc of America Securities
                                          Limited, London
                                          A/c no. 10985292


                             Signature Page 5 of 23
<PAGE>   167


                                          BANK OF AMERICA, N.A., as UK Facility
                                          Lender

                                          By:  /s/ Gretchen Spoo
                                              ----------------------------------
                                          Name: Gretchen Spoo
                                          Title: Principal

                                          Lending Office:

                                          Patricia A. Chambers, Loan Service
                                          Bank of America, N.A.
                                          26 Elmfield Road
                                          Bromley, BR1 1WA
                                          Tel: 011 44 20 8313 2613
                                          Fax: 011 44 20 8313 2140

                                          Wire Transfer Instructions:

                                          With respect to British Pounds
                                          Sterling:
                                          direct by CHAPS to:
                                          Bank of America, N.A., London
                                          Chaps Code:  16-50-50
                                          Swift Address:  BOFAGB22

                                          With respect to French Francs:
                                          Bank of America, N.A., London
                                          Swift Address:  BOFAGB22

                                          With respect to euro:
                                          Bank of America, N.A., London
                                          Swift Address:  BOFAGB22

                                          Attn.:  Loan Service
                                          Ref.:  American Greetings

                                          Address for Other Notices:
                                          Geraldine Simmons, US Multinationals
                                          Bank of America, N.A., London Branch
                                          1 Alie Street
                                          London, E1 8 DE
                                          Tel.:  011 44 20 7634 4261
                                          Fax:  011 44 20 7634 4707



                             Signature Page 6 of 23
<PAGE>   168



                                        NATIONAL CITY BANK,
                                        as US Facility Agent, US Facility Lender
                                        and as UK Facility Lender

                                        By:  /s/ Robert S. Coleman
                                            ----------------------------------
                                        Name:  Robert S. Coleman
                                        Title: Vice President and Senior
                                               Lending Officer

                                        Lending Office:

                                        National City Bank
                                        1900 E. Ninth Street, #01-2077
                                        Cleveland, Ohio 44114
                                        Attention: Robert S. Coleman
                                        Telephone:  (216) 575-9714
                                        Telefacsimile:  (216) 222-0003
                                        E-mail: Robert.Coleman@National-City.com

                                        Wire Transfer Instructions:

                                        National City Bank
                                        Cleveland, Ohio
                                        ABA No.: 041000124
                                        Account No.: 151804
                                        Account Name: Commercial Loan Operations
                                        Attn: Vern Johnson

                                        Operations Contact:

                                        National City Bank
                                        1900 E. Ninth Street, #01-2077
                                        Cleveland, Ohio 44114
                                        Attention: Revette Vickerstaff, Manager
                                        Telephone:  (216) 488-7080
                                        Telefacsimile:(216) 488-7110



                             Signature Page 7 of 23
<PAGE>   169



                                          BANK ONE, NA, AUSTRALIA BRANCH,
                                          as Australian Facility Agent,
                                          Australian Facility Swing Line Lender
                                          and as Australian Facility Lender

                                          By:
                                              ----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                          Lending Office:

                                          Bank One, NA, Australia Branch
                                          90 Collins Street 19th FL
                                          STE-NMELB-1
                                          Melbourne, Australia

                                          Credit Contact in Australia:

                                          Tim Blackmore
                                          Vice President
                                          Telephone:  (613) 9668 2301
                                          Telefacsimile:  (613) 9650 2721

                                          Cassandra Ho
                                          Credit Underwriter
                                          Telephone:  (612) 9250 2128
                                          Telefacsimile:  (612) 9223 1823

                                          Credit Contact in U.S.:

                                          Bank One, Michigan
                                          611 Woodward
                                          MS# 8073
                                          Detroit, MI 48226
                                          Attn:  Wes Sliwinski, Underwriter
                                          Telephone:  (313) 225-1782
                                          Telefacsimile:  (313) 225-1671
                                          E-mail: wieslaw_sliwinski@em.fcnbd.com



                             Signature Page 8 of 23
<PAGE>   170




                                          Wire Transfer Instructions:

                                          Payment is to be made via RTGS
                                          Bank One, NA - Australia
                                          BSB 915 510
                                          BIC Code: FNBCAU2X
                                          Ref: John Sands

                                          For Administrative Matters:

                                                   Barry Chenoweth
                                                   Loan Representative

                                          Phone:  (618) 8228 2244
                                          Fax:  (618) 8223 2948


                             Signature Page 9 of 23
<PAGE>   171


                                       For Funding Transactions:

                                       Josh Whiting
                                       Dealer Trading
                                       Phone:  1-800-682-2244 or (618) 8223 2209
                                       Fax:  (618) 8223 2948





                            Signature Page 10 of 23
<PAGE>   172



                                          BA AUSTRALIA LIMITED, as Australian
                                          Facility Lender

                                          By:  /s/ Tony Dowling
                                              ---------------------------------
                                          Name:  Tony Dowling
                                          Title: Director

                                          By:  /s/ Warren R. Whitley
                                              ---------------------------------
                                          Name:  Warren R. Whitley
                                          Title:  Company Secretary

                                          Lending Office:

                                          BA Australia Limited
                                          Level 63, MLC Centre
                                          19-29 Martin Place
                                          Sydney, New South Wales 2000
                                          Australia
                                          Attention:  Evelyn Kirk
                                          Telephone:  612.9931.4237
                                          Telefacsimile:  612.9221.1023

                                          Wire Transfer Instructions:

                                          Payments in Australian Dollars
                                          Bank of America, NA Sydney branch
                                          Account No.:  11191019
                                          BSB No.:  232001
                                          Deposits to be made through: any
                                          Commonwealth Bank of Australia Branch
                                          for further credit to Bank of America,
                                          NA Sydney

                                          Payments in New Zealand Dollars
                                          Account Name: Bank of America NA
                                          Sydney branch
                                          Bank: Bank of New Zealand, Wellington
                                          Account No.: 5201-30600


                            Signature Page 11 of 23
<PAGE>   173



                                      BANK OF AMERICA CANADA,
                                      as Canadian Facility Lender

                                      By:

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

                                      Lending Office:

                                      Bank of America Canada
                                      Toronto Corporate Services Office 5651
                                      200 Front Street West, 27th Floor
                                      Toronto, Ontario M5V 312
                                      Canada
                                      Attention:  Medina Sales De Andrade/
                                                  Richard J. Hall
                                      Telephone:  416.349.5433/416.348.4008
                                      Telefacsimile:  416.349.4283/416.349.4283

                                      Wire Transfer Instructions:
                                      Wire payment of funds DIRECT through IIPS
                                      to:

                                      Bank of America Canada
                                      200 Front Street West, Toronto, Ontario
                                      TRANSIT #: 241
                                      SWIFT CODE: BOFACATT
                                      Reference: Carlton Cards
                                      Attention: Agency Administration


                           Signature Page 12 of 23
<PAGE>   174



                                 BANK ONE, MICHIGAN,
                                 as US Facility Lender

                                 By:

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

                                 Lending Office:
                                 611 Woodward Avenue
                                 Detroit, Michigan 48226

                                 Credit Contact:

                                 Bank One, Michigan
                                 611 Woodward Avenue
                                 MS # 8073
                                 Detroit, Michigan 48226
                                 Attention:  Wes Sliwinski, Underwriter
                                 Telephone:  (313) 225-1782
                                 Telefacsimile: (313) 225-1671
                                 E-mail:  wieslaw_sliwinski@em.fcnbd.com

                                 Wire Transfer Instructions:

                                 Bank One, Michigan
                                 Detroit, MI
                                 ABA No.: 072000326
                                 Reference:  American Greetings
                                 Account No.: LS2 Clearing Account 2891000007


                                 Operations Contact:

                                 Bank One, Michigan
                                 611 Woodward Avenue
                                 MS # 8079
                                 Detroit, Michigan 48226
                                 Attention: Karen Graham, Loan Service Associate
                                 Telephone: (313) 225-2911
                                 Telefacsimile:(313) 225-1586


                           Signature Page 13 of 23
<PAGE>   175



                               BANK ONE CANADA, as Canadian Facility Agent and
                               as Canadian Facility Lender

                               By:

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

                               Lending Office:

                               Bank One Canada
                               161 Bay Street
                               STE 4240
                               Toronto Ontario M5J 2S1
                               Canada

                               Credit Contact in Canada:

                               Steve Voigt
                               First Vice President
                               Telephone:  (313) 225-4161 until August 2000,
                                           then (416) 365-5262
                               Telefacsimile:  (313) 225-1689 until August 2000,
                                               then (416) 363-7574

                               Jeremiah Hynes
                               Credit Officer
                               Telephone: (416) 365-5260
                               Telefacsimile: (416) 363-7574

                               Credit Contact in U.S.:

                               Bank One, Michigan
                               611 Woodward Avenue
                               MS# 8073
                               Detroit, MI 48226
                               Attn: Wes Sliwinski, Underwriter
                               Telephone:  (313) 225-1782
                               Telefacsimile:  (313) 225-1671
                               E-mail:  wieslaw_sliwinski@em.fcnbd.com


                               Wire Transfer Instructions:

           CAD Dollars:        Royal Bank of Canada (swift-ROYCCAT2)
                               Toronto, Ontario
                               Account Number:  07172 000 047 1



                           Signature Page 14 of 23
<PAGE>   176


                               Account:  Bank One Canada
                               Fav:  (Name of Customer)

           USD Dollars:        Bank One, Michigan (swift-NBDDUS33)
                               Detroit, Michigan
                               ABA Number:  072000326
                               Account:  Bank One Canada
                               Fav:  (Name of Customer)


                               For Administrative Matters:

                               Lehong Zhang
                               Operations Analyst
                               Phone:  (416) 365-8262
                               Fax:  (416) 363-7574




                           Signature Page 15 of 23
<PAGE>   177


                               BARCLAYS BANK PLC,
                               as US Facility Lender, Bank Guarantee Issuer and
                               UK Facility Lender
                               By:  /s/ Marlene Wechselblatt
                                   ----------------------------------------
                               Name:  Marlene Wechselblatt
                               Title:  Vice President

                               Lending Office:

                               Barclays Bank PLC
                               222 Broadway
                               8th Floor
                               New York, New York 10038
                               Attn: Marlene Wechselblatt
                               Telephone:  (212) 412-7642
                               Telefacsimile:  (212) 412-7590
                               E-mail: Marlene.Wechselblatt@Barcap.com

                               Wire Transfer Instructions:



                               Barclays Bank PLC
                               New York, NY 10038
                               ABA # 026002574
                               Account No. 050019104
                               Account Name: CLAD CONTROL
                               Attn: Christina Batiz

                               As US Facility Lender, Operations Contact:

                               Barclays Bank PLC
                               222 Broadway
                               11th Floor
                               New York, New York 10038
                               Attn: Christina Batiz
                               Telephone:  (212) 412-3701
                               Telefacsimile:  (212) 412-5306
                               E-mail: Christina.Batiz@Barcap.com


                           Signature Page 16 of 23
<PAGE>   178


                               As UK Facility Lender, Operations Contact:

                               Barclays Bank PLC
                               5 North Colonnade
                               Canary Warf
                               London E144BB
                               England
                               Attn:  Michael Kenny, Executive
                               Telephone:  011 020 7773 6441
                               Telefacsimile:  011 020 7773 6807
                               E-mail: Michael.Kenny@Barclayscapital.com



                           Signature Page 17 of 23
<PAGE>   179


                               KEYBANK NATIONAL ASSOCIATION ,
                               as US Facility Lender and UK Facility Lender

                               By: /s/ Mark A. LoSchiavo
                                  ------------------------------------------
                               Name:  Mark A. LoSchiavo
                               Title: Portfolio Manager

                               Lending Office:

                               KeyBank National Association
                               127 Public Square
                               Cleveland, Ohio 44114
                               Mail Code:  OH-01-27-0606
                               Attention:  Mark LoSchiavo
                               Telephone:  216-689-0598
                               Telefacsimile:  216-689-4981
                               E-mail:  mark_loschiavo@keybank.com

                               Wire Transfer Instructions:

                               KeyBank National Assn.
                               Cleveland, OH
                               ABA # 041001039
                               Account # 3057
                               Account Name:  Commerical Loan Services
                               RE: American Greetings


                               Operations Contact:

                               KeyBank National Association
                               127 Public Square
                               Cleveland, Ohio 44114
                               Mail Code:  OH-01-27-0606
                               Attention:  Kathy Koenig, Loan Administrator
                               Telephone:  216-689-4228
                               Telefacsimile:  216-689-4981
                               E-mail:  kathy_a_koenig@keybank.com



                           Signature Page 18 of 23
<PAGE>   180



                               ROYAL BANK OF CANADA, as US Facility Lender,
                               Canadian Facility lender and Australian Facility
                               Lender

                               By:   /s/ Ritta Lee
                                    ----------------------------------------
                               Name:  Ritta Lee
                               Title: Senior Manager

<TABLE>
<CAPTION>
-------------------------------------------------  -----------------------------------------  --------------------------------------
Lending Office (US Facility)                       Lending Office (Canadian Facility)         Lending Office (Australian Facility
-------------------------------------------------  -----------------------------------------  --------------------------------------

-------------------------------------------------  -----------------------------------------  --------------------------------------
<S>                                                <C>                                        <C>
Royal Bank of Canada                               Royal Bank of Canada                       Royal Bank of Canada
New York Branch                                    180 Wellington Street West                 167 Mac Quarie Street, Level 18
One Liberty Plaza, 3rd Floor                       Toronto, Ontario  M5J 1J1                  Sydney NSW 2000 Australia
New York, NY   10006-1404
Attention: Manager,                                For Business and Credit Matters:           For Business and/or Credit Matters:
           Loans Administration
Telephone:  (212) 428-6332                         Royal Bank of Canada                       (USA)
Telefacsimile: (212) 428-2372                      One Liberty Plaza, 3rd Floor               Royal Bank of Canada
                                                   New York, NY   10006-1404                  One Liberty Plaza, 3rd Floor
with a copy to:                                    Attention: Ritta Lee                       New York, NY   10006-1404
Attention:  Ritta Lee                              Telephone:  (212) 428-6448                 Attention: Ritta Lee
Telephone:  (212) 428-6448                         Telefacsimile: (212) 428-6459              Telephone:  (212) 428-6448
Telefacsimile:  (212) 428-6459                                                                Telefacsimile: (212) 428-6459
e-mail:  rlee@royalusa.com

                                                                                              (Australia)
Wire Transfer Instructions:                        For Administrative Matters:                Royal Bank of Canada
                                                                                              167 Mac Quarie Street, Level 18
Royal Bank of Canada via Chase Manhattan Bank      Royal Bank of Canada                       Sydney NSW 2000 Australia
New York, NY                                       180 Wellington Street West, 5th Floor      Attention:  John Secker
ABA No.: 021-000-021                               Toronto, Ontario  M5J 1J1                  Telephone:  612 9373 0880
Account No.: 9201033363 for                        Attention:  Audrey Nelson                  Telefacsimile:  612 9221 2261
             further credit to                     Telephone: (416) 974-0827
             218-599-9, Royal                      Telefacsimile:  (416) 974-8119             For Administrative Matters:
             Bank of Canada, NY                                                               Royal Bank of Canada
Reference:   American Greetings                    Wire Transfer Instructions:                167 Mac Quarie Street
                                                                                              Sydney NSW 2000 Australia
                                                                                              Attention:  Manager Loans Admin.
                                                   Royal Bank of Canada                       Telephone:  612 9233 5500
Operations Contact:                                Account No.:  00002-102-683-0              Telefacsimile:  612 9221 2261
                                                   Reference:  EMCO
Royal Bank of Canada
One Liberty Plaza, 3rd Floor                                                                  Wire Transfer Instructions:
New York, NY  10006-1404
Attention:   Manager,                                                                         Royal Bank of Canada, Sydney
             Loans Administration                                                             ABA No.:  BSB 935 001
Telephone: (212) 428-6332                                                                     Reference:  Swift - ROYCAU2S
Telefacsimile:  (212) 428-2372                                                                Account No.:  Royal Bank of Canada

-------------------------------------------------  -----------------------------------------  --------------------------------------
</TABLE>


                            Signature Page 19 of 23
<PAGE>   181



                               MELLON BANK, N.A.,
                                      as US Facility Lender

                               By:  /s/ Mark F. Johnston
                                   ----------------------------------------
                               Name:  Mark F. Johnston
                               Title: Vice President

                               Lending Office:

                               One Mellon Bank Center
                               Room 370
                               Pittsburgh, PA 15258-0001
                               Attention:  Mark F. Johnston
                               Telephone:  (412) 236-2793
                               Telefacsimile:(412) 236-1914
                               E-mail:  johnston.mf@mellon.com


                               Wire Transfer Instructions:
                               Mellon Bank, N.A.
                               Pittsburgh, PA
                               ABA No.: 043000261
                               Account Name:  American Greetings Corporation
                               Account No.:  990873800
                               Attn:  Loan Administration

                               Operations Contact:

                               Mellon Bank, N.A.
                               Three Mellon Bank Center
                               Room 1203
                               Pittsburgh, PA 15259-0003
                               Attention:  Peggy Young, Loan Administrator
                               Telephone:  (412) 234-9448
                               Telefacsimile:(412) 209-6138



                            Signature Page 20 of 23
<PAGE>   182



                               MELLON BANK, N.A., CANADA BRANCH,
                                             as Canadian Facility Lender

                               By:
                                   ----------------------------------
                               Name:
                                    ---------------------------------
                               Title:
                                     --------------------------------


                               Lending Office:

                               Mellon Bank, N.A., Canada Branch
                               77 King Street West, Suite 3200
                               Toronto, Ontario M5K 1K2
                               Attention:  Lisa Daley
                               Telephone:    (416) 860-2436
                               Telefacsimile:(416) 860-2439


                               Wire Transfer Instructions:

                               Canadian Imperial Bank of Commerce
                               ABA No.: CIBCCATT
                               Reference:  Carlton Cards Retail
                               Account No.: 65-03810
                               For Credit:  Mellon Bank, N.A., Canada Branch,
                               Toronto (MELNCATT)

                               Address for Other Notices:
                               N/A


                            Signature Page 21 of 23
<PAGE>   183



                             PNC BANK, N.A., as US Facility Lender and
                             UK Facility Lender

                             By: /s/ Bruce G. Shearer
                                ---------------------------------------
                             Name:  Bruce G. Shearer
                             Title: Vice President

                             Lending Office:

                             PNC Bank, N.A.
                             Mail Stop P1P0PP051
                             249 Fifth Avenue
                             Pittsburgh, Pennsylvania 15222
                             Attention: David Wheaton
                             Telephone:  (412) 768-7814
                             Telefacsimile:  (412) 762-7353
                             Email:  David.Wheaton@PNCBank.com

                             Wire Transfer Instructions:
                             PNC Bank, N.A.
                             ABA No.: 043-000-096
                             Account No.:  G/L 196030010890
                             Reference:  American Greetings 30443786

                             Address for Other Notices for Administrative
                             Matters:
                             PNC Bank, N.A.
                             Mail Stop P2PTPP035
                             620 Liberty Avenue
                             Pittsburgh, PA 15222
                             Attention:  Peggy Collier
                             Telephone:  (412) 762-7946
                             Telefacsimile:(412) 768-4586
                             E-mail:  HYPERLINK
                             mailto:Peggy.Collier@PNCBank.com
                             Peggy.Collier@PNCBank.com



                            Signature Page 22 of 23
<PAGE>   184


                               BANK ONE, NA, LONDON BRANCH, as Bank Guarantee
                               Issuer

                               By:
                                   ----------------------------------
                               Name:
                                    ---------------------------------
                               Title:
                                     --------------------------------

                               Lending Office:

                               Bank One
                                        -----------

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

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

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


                               Credit Contact in UK:

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

                               --------------------
                               Telephone:
                                          ----------------
                               Telefacsimile:
                                             --------------

                               Credit Contact in U.S.:
                               Bank One, Michigan
                               611 Woodward Avenue
                               MS# 8073
                               Detroit, MI 48226
                               Attn: Wes Sliwinski, Underwriter
                               Telephone:  (313) 225-1782
                               Telefacsimile:  (313) 225-1671
                               E-mail:  wieslaw_sliwinski@em.fcnbd.com

                               Wire Transfer Instructions:

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

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

                               Account Number:
                                               ------------------
                               Account:  Bank One
                                                  ---------------
                               Fav:  (Name of Customer)

                               For Administrative Matters:
                               [Lehong Zhang
                               Operations Analyst
                               Phone:  (416) 365-8262
                               Fax:  (416) 363-7574]



                            Signature Page 23 of 23