364-DAY BRIDGE TERM LOAN CREDIT AGREEMENT

                          Dated as of January 17, 2003
                                      among

                            ENERGIZER HOLDINGS, INC.

                       THE INSTITUTIONS FROM TIME TO TIME
                            PARTIES HERETO AS LENDERS

                                  BANK ONE, NA,
                             as Administrative Agent

                                       and

                              BANK OF AMERICA, N.A.
                              as Syndication Agent

___________________________________________________________________________

                         BANC ONE CAPITAL MARKETS, INC.
                                       and

                         BANC OF AMERICA SECURITIES LLC
                   as Co-Lead Arrangers and Joint Bookrunners
___________________________________________________________________________


                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                            Chicago, Illinois  60603

<PAGE>
                                TABLE OF CONTENTS
ARTICLE  I:  DEFINITIONS                                           1
1.1  Certain  Defined  Terms                                       1
1.2  References                                                   22
ARTICLE  II:  THE  BRIDGE  TERM  LOAN  FACILITY                   22
2.1  Loans.                                                       22
2.2  Repayment  of  Loans                                         22
2.3  Rate Options for all Loans; Maximum Interest Periods         23
2.4  Prepayments.                                                 23
2.5  Reduction  of  Commitments.                                  23
2.6  Method  of  Borrowing                                        24
2.7  Method  of  Requesting  the  Advance                         24
2.8  Amount  of  the  Advance                                     24
2.9  Method of Selecting Types and Interest Periods for
     Conversion  and Continuation  of  Loans.                     24
2.10  Default  Rate                                               25
2.11  Method  of  Payment                                         25
2.12  Evidence  of  Debt.                                         26
2.13  Telephonic  Notices                                         26
2.14  Promise to Pay; Interest and Facility Fees; Interest
      Payment Dates; Interest and Fee Basis; Loan and Control
      Accounts.                                                   27
2.15  Notification  of  the  Advance,  Interest Rates,
      Prepayments and Aggregate Commitment  Reductions            28
2.16  Lending  Installations                                      28
2.17  Non-Receipt  of  Funds  by  the  Administrative  Agent      28
2.18  Termination  Date                                           28
2.19  Replacement  of  Certain  Lenders                           29
ARTICLE  III:  [RESERVED]                                         30
ARTICLE  IV:  YIELD  PROTECTION;  TAXES                           30
4.1  Yield  Protection                                            30
4.2  Changes  in  Capital  Adequacy  Regulations                  30
4.3  Availability  of  Types  of  Loans                           31
4.4  Funding  Indemnification                                     31
4.5  Taxes.                                                       31
4.6  Lender  Statements;  Survival  of  Indemnity                 33
ARTICLE  V:  CONDITIONS  PRECEDENT                                34
5.1  Funding  Date                                                34
5.2  Closing  Date                                                35
ARTICLE  VI:  REPRESENTATIONS  AND  WARRANTIES                    35
6.1  Organization;  Corporate  Powers                             36
6.2  Authority.                                                   36
6.3  No  Conflict; Governmental Consents for the Borrower         37
6.4  Financial  Statements                                        37
6.5  No  Material  Adverse  Change                                37
6.6  Taxes.                                                       38
6.7  Litigation;  Loss  Contingencies  and  Violations            38
6.8  Subsidiaries                                                 38
6.9  ERISA                                                        39
6.10  Accuracy  of  Information                                   40
6.11  Securities  Activities                                      40
6.12  Material  Agreements                                        40
6.13  Compliance  with  Laws                                      40
6.14  Assets  and  Properties                                     40
6.15  Statutory  Indebtedness  Restrictions                       41
6.16  Insurance                                                   41
6.17  Labor  Matters                                              41
6.18  Designated  Acquisition                                     41
6.19  Environmental  Matters                                      41
6.20  Solvency                                                    42
6.21  Benefits                                                    42
ARTICLE  VII:  COVENANTS                                          42
7.1  Reporting                                                    42
7.2  Affirmative  Covenants.                                      45
7.3  Negative  Covenants.                                         48
7.4  Financial  Covenants                                         55
ARTICLE  VIII:  DEFAULTS                                          55
8.1  Defaults                                                     55
ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS,
AMENDMENTS AND REMEDIES                                           58
9.1  Termination  of  Commitments;  Acceleration                  58
9.2  Defaulting  Lender                                           59
9.3  Amendments                                                   60
9.4  Preservation  of  Rights                                     61
ARTICLE  X:  GENERAL  PROVISIONS                                  61
10.1  Survival  of  Representations                               61
10.2  Governmental  Regulation                                    61
10.3  Performance  of  Obligations                                61
10.4  Headings                                                    62
10.5  Entire  Agreement                                           62
10.6  Several Obligations; Benefits of this Agreement             62
10.7  Expenses;  Indemnification.                                 62
10.8  Numbers  of  Documents                                      64
10.9  Accounting                                                  64
10.10  Severability  of  Provisions                               65
10.11  Nonliability  of  Lenders                                  65
10.12  GOVERNING  LAW                                             65
10.13  CONSENT  TO  JURISDICTION;  JURY  TRIAL.                   65
10.14  Subordination  of  Intercompany  Indebtedness              66
ARTICLE  XI:  THE  ADMINISTRATIVE  AGENT                          68
11.1  Appointment;  Nature  of  Relationship                      68
11.2  Powers                                                      68
11.3  General  Immunity                                           68
11.4  No  Responsibility  for  Loans,  Creditworthiness,
      Recitals,  Etc                                              68
11.5  Action  on  Instructions  of  Lenders                       69
11.6  Employment  of  Administrative  Agents  and  Counsel        69
11.7  Reliance  on  Documents;  Counsel                           69
11.8  The  Administrative  Agent's  Reimbursement  and
      Indemnification                                             69
11.9  Rights  as  a  Lender                                       70
11.10  Lender  Credit  Decision                                   70
11.11  Successor  Administrative  Agent                           70
11.12  No Duties Imposed Upon Syndication Agent or Arrangers      71
ARTICLE  XII:  SETOFF;  RATABLE  PAYMENTS                         71
12.1  Setoff                                                      71
12.2  Ratable  Payments                                           71
12.3  Application  of  Payments                                   71
12.4  Relations  Among  Lenders.                                  72
12.5  Representations  and  Covenants  Among  Lenders             72
ARTICLE  XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 73
13.1  Successors  and  Assigns                                    73
13.2  Participations.                                             73
13.3  Assignments.                                                74
13.4  Confidentiality                                             75
13.5  Dissemination  of  Information                              76
ARTICLE  XIV:  NOTICES                                            76
14.1  Giving  Notice                                              76
14.2  Change  of  Address                                         76
ARTICLE  XV:  COUNTERPARTS                                        76



<PAGE>
                             EXHIBITS AND SCHEDULES
                             -----------------------

EXHIBIT  A      Commitments  (Definitions)
EXHIBIT  B      Form  of  Borrowing/Election  Notice (Sections 2.7 and 2.9)
EXHIBIT  C      Form  of Assignment and Acceptance Agreement (Sections 2.19
and  13.3)
EXHIBIT  D      Form  of  Borrower's  Counsel's  Opinion  (Section  5.1)
EXHIBIT  E      Form  of  Officer's  Certificate  (Section  7.1(A)(iii))
EXHIBIT  F      Form  of  Compliance  Certificate  (Section  7.1(A)(iii))
EXHIBIT  G      Form  of  Supplement  to  Subsidiary Guaranty (Definitions)


Schedule  1.1.1    Permitted  Existing  Investments  (Definitions)
Schedule  1.1.2    Permitted  Existing  Liens  (Definitions)
Schedule 1.1.3     Permitted Existing Contingent Obligations (Definitions)
Schedule  6.3      Conflicts;  Governmental  Consents  (Section  6.3)
Schedule  6.7      Litigation;  Loss  Contingencies  (Section  6.7)
Schedule  6.8      Subsidiaries  (Section  6.8)
Schedule  6.19     Environmental  Matters  (Section  6.19)
Schedule  7.3(G)   Transactions  with  Shareholders  and  Affiliates (Section
7.3(G))
<PAGE>


                    364-DAY BRIDGE TERM LOAN CREDIT AGREEMENT
     This 364-Day Bridge Term Loan Credit Agreement dated as of January 17, 2003
is  entered  into  among  ENERGIZER  HOLDINGS, INC., a Missouri corporation, the
institutions  from  time to time parties hereto as Lenders, whether by execution
of  this Agreement or an Assignment Agreement pursuant to Section 13.3, and BANK
                                                          ------------
ONE,  NA,  having  its principal office in Chicago, Illinois, in its capacity as
Administrative  Agent  and  BANK  OF  AMERICA,  N.A., as Syndication Agent.  The
parties  hereto  agree  as  follows:
ARTICLE  I:     DEFINITIONS
                -----------
1.1     Certain  Defined  Terms.  In  addition  to  the terms defined above, the
        -----------------------
following  terms  used  in  this  Agreement  shall  have the following meanings,
applicable  both  to  the  singular  and  the plural forms of the terms defined.
     As  used  in  this  Agreement:
"ACCOUNTING  CHANGE"  is  defined  in  Section  10.9  hereof.
 ------------------                    -------------
"ACQUIRED  BUSINESS"  is  defined  in the definition of "Designated Acquisition"
 ------------------
below.
 --
"ACQUISITION"  means  any  transaction,  or  any series of related transactions,
 -----------
consummated on or after the date of this Agreement, by which the Borrower or any
 ---
of  its Subsidiaries (i) acquires any going business or all or substantially all
of  the  assets  of  any  firm, corporation or division thereof, whether through
purchase  of assets, merger or otherwise or (ii) directly or indirectly acquires
(in  one  transaction  or  as  the  most  recent  transaction  in  a  series  of
transactions)  at  least  a majority (in number of votes) of the securities of a
corporation  which  have  ordinary  voting  power  for the election of directors
(other  than  securities  having such power only by reason of the happening of a
contingency)  or  a  majority (by percentage of voting power) of the outstanding
equity  interests  of  another  Person.
"ADMINISTRATIVE  AGENT"  means  Bank  One  in  its  capacity  as  contractual
 ---------------------
representative  for itself and the Lenders pursuant to Article XI hereof and any
 ----------                                            ----------
successor  Administrative  Agent  appointed  pursuant  to  Article  XI  hereof.
                                                           -----------
"ADVANCE"  means  the borrowing hereunder made on the Funding Date in accordance
 -------
with Article II and consisting of the aggregate amount of the several Loans made
     ----------
by  the  Lenders  to  the  Borrower.
"AFFECTED  LENDER"  is  defined  in  Section  2.19  hereof.
 ----------------                    -------------
"AFFILIATE"  of  any  Person  means  any  other  Person  directly  or indirectly
 ---------
controlling,  controlled  by or under common control with such Person.  A Person
 -------
shall  be  deemed  to  control  another  Person if the controlling Person is the
"beneficial  owner"  (as defined in Rule 13d-3 under the Securities Exchange Act
of  1934)  of  greater  than  ten  percent  (10%) or more of any class of voting
securities  (or  other  voting interests) of the controlled Person or possesses,
directly  or  indirectly,  the  power  to  direct  or cause the direction of the
management  or  policies  of the controlled Person, whether through ownership of
Capital  Stock,  by  contract  or  otherwise.
"AGGREGATE  COMMITMENT"  means  the  aggregate  of  the  Commitments  of all the
 ---------------------
Lenders,  as may be reduced from time to time pursuant to the terms hereof.  The
 ------
initial  Aggregate  Commitment  is Five Hundred Fifty Million and 00/100 Dollars
($550,000,000.00).
"AGREEMENT"  means  this 364-Day Bridge Term Loan Credit Agreement, as it may be
 ---------
amended,  restated  or  otherwise  modified  and  in  effect  from time to time.
"AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting principles
 -------------------------------
as  in  effect  in  the  United  States  from  time to time, applied in a manner
consistent  with that used in preparing the financial statements of the Borrower
referred  to  in  Section  6.4  hereof; provided, however, except as provided in
                  ------------          --------  -------
Section 10.9, that with respect to the calculation of financial ratios and other
    --------
financial  tests  required  by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as  of the date of this Agreement, applied in a manner consistent with that used
in preparing the financial statements of the Borrower referred to in Section 6.4
                                                                     -----------
hereof.
"ALTERNATE  BASE  RATE"  means,  for any day, a fluctuating rate of interest per
 ---------------------
annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of
 --
(a)  the  Federal  Funds  Effective  Rate  for  such day and (b) one-half of one
percent  (0.5%)  per  annum.
"APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of determination, the
 ----------------------------------
rate  per annum then applicable in the determination of the amount payable under
Section  2.14(C)  hereof  equal  to  the "Applicable Facility Fee Percentage" as
         -------
calculated  under  and  defined  in  the  Existing  5-  Year  Credit  Agreement.
"APPLICABLE  MARGIN"  means, as at any date of determination, the rate per annum
 ------------------
then  applicable  to  Loans  of  any Type at such time, equal to the "Applicable
Margin"  under and as calculated under and defined in the Existing 5-Year Credit
Agreement.
"ARRANGERS"  means Banc One Capital Markets, Inc. and Banc of America Securities
 ---------
LLC,  in  their  respective  capacities  as  the  co-lead  arrangers  and  joint
bookrunners  for  the  loan  transaction  evidenced  by  this  Agreement.
"ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement entered into
 --------------------
in  connection with an assignment by a Lender pursuant to Section 13.3 hereof in
                                                          ------------
substantially  the  form  of  Exhibit  C.
                              ----------
"ASSET  SALE"  means,  with  respect to any Person, the sale, lease, conveyance,
 -----------
disposition  or other transfer by such Person of any of its assets (including by
 --
way of a sale-leaseback transaction, and including the sale or other transfer of
any of the Equity Interests of any Subsidiary of such Person) other than (i) the
sale  of Inventory in the ordinary course of business and (ii) the sale or other
disposition  of any obsolete manufacturing Equipment disposed of in the ordinary
course  of  business.
"AUTHORIZED  OFFICER"  means any of the President, any Vice President (including
 -------------------
any  Executive  Vice President), the Chief Financial Officer or the Treasurer of
the  Borrower,  acting  singly.
"BANK  OF  AMERICA" means Bank of America, N.A., in its individual capacity, and
 -----------------
its  successors.
"BANK ONE" means Bank One, NA, having its principal office in Chicago, Illinois,
 --------
in  its  individual  capacity,  and  its  successors.
"BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of ERISA
 ------------
(other  than  a  Multiemployer Plan or Foreign Pension Plan) in respect of which
the  Borrower  or  any  other  member  of the Controlled Group is, or within the
immediately  preceding  six  (6)  years was, an "employer" as defined in Section
3(5)  of  ERISA.
"BORROWER" means Energizer Holdings, Inc., a Missouri corporation, together with
 --------
its  successors  and  assigns, including a debtor-in-possession on behalf of the
Borrower.
"BORROWING/ELECTION  NOTICE"  is  defined  in  Section  2.7  hereof.
 --------------------------                    ------------
"BUSINESS  DAY"  means  (i)  with  respect  to  any  borrowing,  payment or rate
 -------------
selection  of Loans bearing interest at the Eurodollar Rate, a day (other than a
 -------
Saturday  or  Sunday)  on which banks are open for business in Chicago, Illinois
and  on  which dealings in Dollars are carried on in the London interbank market
and (ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks  are  open  for  business  in  Chicago,  Illinois.
"CAPITAL  STOCK"  means (i) in the case of a corporation, capital stock, (ii) in
 --------------
the  case  of  an association or business entity, any and all shares, interests,
participations,  rights  or  other equivalents (however designated) of corporate
stock,  (iii)  in  the  case  of  a  partnership, partnership interests (whether
general or limited) and (iv) any other interest or participation that confers on
a  Person  the  right  to  receive  a  share  of  the  profits and losses of, or
distributions  of  assets  of,  the  issuing  Person.
"CAPITALIZED  LEASE"  of  a Person means any lease of property by such Person as
 ------------------
lessee  which would be capitalized on a balance sheet of such Person prepared in
 -
accordance  with  Agreement  Accounting  Principles.
"CAPITALIZED  LEASE OBLIGATIONS" of a Person means the amount of the obligations
 ------------------------------
of  such Person under Capitalized Leases which would be capitalized on a balance
sheet  of  such  Person  prepared  in  accordance  with  Agreement  Accounting
Principles.
"CASH  EQUIVALENTS"  means  (i)  marketable  direct  obligations  issued  or
 -----------------
unconditionally  guaranteed  by  the  United States government and backed by the
 ----------
full  faith  and  credit  of  the  United  States  government; (ii) domestic and
 --
Eurodollar  certificates  of deposit and time deposits, bankers' acceptances and
 --
floating  rate  certificates  of deposit issued by any commercial bank organized
under  the  laws  of  the  United  States,  any  state  thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days);  (iii)  shares  of money market, mutual or similar funds having assets in
excess  of $100,000,000 and at least 95% of the investments of which are limited
to  investment  grade securities (i.e., securities rated at least Baa by Moody's
Investors Service, Inc. or at least BBB by Standard & Poor's Ratings Group); and
(iv)  commercial  paper  of  United  States  and  foreign banks and bank holding
companies  and  their  subsidiaries  and  United  States  and  foreign  finance,
commercial  industrial  or  utility companies which, at the time of acquisition,
are  rated  A-1 (or better) by Standard & Poor's Ratings Group or P-1 by Moody's
Investors  Service,  Inc.; provided that the maturities of such Cash Equivalents
described  in  the foregoing clauses (i) through (iv) shall not exceed 365 days;
(v)  repurchase  obligations  of any commercial bank organized under the laws of
the  United  States,  any  state  thereof, the District of Columbia, any foreign
bank,  or its branches or agencies having a term not more than thirty (30) days,
with  respect  to securities issued or fully guaranteed or insured by the United
States  government; (vi) securities with maturities of one year or less from the
date  of  acquisition  issued  or  fully  guaranteed by any state, commonwealth,
territory, political subdivision, taxing authority or by any foreign government,
the  securities  of which state, commonwealth, territory, political subdivision,
taxing  authority  or foreign government (as the case may be) are rated at least
BBB  by  Standard  &  Poor's  Ratings Group or at least Baa by Moody's Investors
Service,  Inc.;  (vii)  securities  with maturities of one year or less from the
date of acquisition backed by standby letters of credit issued by any commercial
bank  organized  under  the  laws of the United States, any state thereof or the
District  of Columbia (which commercial bank shall have a short-term debt rating
of  A-1  (or  better)  by  Standard  &  Poor's  Ratings  Group or P-1 by Moody's
Investors  Service, Inc.), or by any foreign bank (which foreign bank shall have
a  rating  of B or better from Thomson BankWatch Global Issuer Rating or, if not
rated  by Thomson BankWatch Global Issuer Rating, which foreign bank shall be an
institution  acceptable  to  the  Administrative  Agent),  or  its  branches  or
agencies;  or (viii) shares of money market mutual or similar funds at least 95%
of  the  assets of which are invested in the types of investments satisfying the
requirements  of  clauses  (i)  through  (vii)  of  this  definition.
"CHANGE"  is  defined  in  Section  4.2  hereof.
 ------                    ------------
"CHANGE  OF  CONTROL"  means  an  event  or  series  of  events  by  which:
 -------------------
1.     any  "person"  or  "group"  (within  the  meaning  of  Sections 13(d) and
14(d)(2)  of the Securities Exchange Act of 1934) becomes the "beneficial owner"
(as  defined  in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or  indirectly,  of thirty percent (30%) or more of the voting power of the then
outstanding  Capital  Stock  of  the  Borrower entitled to vote generally in the
election  of  the  directors  of  the  Borrower;
2.     during  any  period  of  12  consecutive  calendar  months,  the board of
directors  of  the  Borrower  shall  cease  to have as a majority of its members
individuals  who  either:
1.     were  directors  of  the  Borrower  on  the  first day of such period, or
2.     were  elected  or nominated for election to the board of directors of the
Borrower  at  the  recommendation of or other approval by at least a majority of
the  directors  then  still in office at the time of such election or nomination
who  were  directors  of  the Borrower on the first day of such period, or whose
election  or  nomination  for  election  was  so  approved;
3.     other than as a result of a transaction not prohibited under the terms of
     this  Agreement,  the  Borrower  (a)  shall  cease  to  own,  of record and
beneficially,  with  sole  voting and dispositive power, 100% of the outstanding
shares  of Capital Stock of each of the Subsidiary Guarantors or (b) shall cease
to  have  the  power, directly or indirectly, to elect all of the members of the
board  of  directors  of  each  of  the  Subsidiary  Guarantors;  or
4.     the  Borrower  consolidates  with  or  merges into another corporation or
conveys,  transfers  or  leases  all or substantially all of its property to any
Person,  or  any  corporation  consolidates with or merges into the Borrower, in
either event pursuant to a transaction in which the outstanding Capital Stock of
     the  Borrower  is  reclassified  or  changed  into  or  exchanged for cash,
securities  or  other  property.
     "CLOSING  DATE"  means  the  date  of  this  Agreement.
      -------------
"CODE"  means  the  Internal  Revenue  Code  of  1986,  as  amended, reformed or
 ----
otherwise  modified  from  time  to  time.
 ----
"COMMISSION"  means  the Securities and Exchange Commission of the United States
 ----------
of  America  and  any  Person  succeeding  to  the  functions  thereof.
"COMMITMENT"  means,  for each Lender, prior to the Funding Date, the obligation
 ----------
of  such Lender to make Loans not exceeding the amount set forth on Exhibit A to
                                                                    ---------
this  Agreement  opposite  its name thereon under the heading "Commitment" or in
the  Assignment  Agreement  by  which  it became a Lender, as such amount may be
modified  from  time  to time pursuant to the terms of this Agreement or to give
effect  to  any  applicable  Assignment  Agreement.
"CONSOLIDATED  ASSETS"  means  the  total  assets  of  the  Borrower  and  its
 --------------------
Subsidiaries  on  a  consolidated  basis.
 ----------
"CONTAMINANT"  means any waste, pollutant, hazardous substance, toxic substance,
 -----------
hazardous  waste,  special  waste,  petroleum  or petroleum-derived substance or
waste,  asbestos  or polychlorinated biphenyls ("PCBS"), and includes but is not
limited  to  these  terms  as  defined  in  Environmental,  Health  or  Safety
Requirements  of  Law.
"CONTINGENT  OBLIGATION",  as  applied  to  any  Person,  means  any Contractual
 ----------------------
Obligation,  contingent  or  otherwise,  of  that  Person  with  respect  to any
 ------
Indebtedness  of another or other obligation or liability of another, including,
 ------
without  limitation,  any  such Indebtedness, obligation or liability of another
directly  or  indirectly  guaranteed, endorsed (otherwise than for collection or
deposit  in the ordinary course of business), co-made or discounted or sold with
recourse  by  that  Person,  or  in  respect  of  which that Person is otherwise
directly  or indirectly liable, including Contractual Obligations (contingent or
otherwise)  arising  through any agreement to purchase, repurchase, or otherwise
acquire  such Indebtedness, obligation or liability or any security therefor, or
to  provide  funds  for the payment or discharge thereof (whether in the form of
loans,  advances,  stock  purchases,  capital contributions or otherwise), or to
maintain  solvency, assets, level of income, or other financial condition, or to
make  payment  other  than  for  value  received.  The  amount of any Contingent
Obligation  shall be equal to the present value of the portion of the obligation
so  guaranteed  or  otherwise  supported,  in  the  case  of  known  recurring
obligations,  and the maximum reasonably anticipated liability in respect of the
portion  of  the  obligation  so guaranteed or otherwise supported assuming such
Person  is  required  to  perform  thereunder,  in  all  other  cases.
"CONTRACTUAL  OBLIGATION",  as applied to any Person, means any provision of any
 -----------------------
equity or debt securities issued by that Person or any indenture, mortgage, deed
of trust, security agreement, pledge agreement, guaranty, contract, undertaking,
agreement or instrument, in any case in writing, to which that Person is a party
or  by  which it or any of its properties is bound, or to which it or any of its
properties  is  subject.
"CONTROLLED  GROUP" means the group consisting of (i) any corporation which is a
 -----------------
member  of  the  same  controlled  group  of corporations (within the meaning of
Section  414(b)  of the Code) as the Borrower; (ii) a partnership or other trade
or  business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Code) with the Borrower; and (iii) a member
of  the  same  affiliated service group (within the meaning of Section 414(m) of
the  Code) as the Borrower, any corporation described in clause (i) above or any
                                                         ----------
partnership  or  trade  or  business  described  in  clause  (ii)  above.
                                                     ------------
"CURE  LOAN"  is  defined  in  Section  9.2(iii)  hereof.
 ----------                    -----------------
"CUSTOMARY  PERMITTED  LIENS"  means:
 ---------------------------
1.     Liens  (other  than  Environmental Liens and Liens in favor of the IRS or
the  PBGC  or  any  Plan)  with  respect to the payment of taxes, assessments or
governmental  charges  in  all  cases  which are not yet due or (if foreclosure,
distraint,  sale  or  other similar proceedings shall not have been commenced or
any  such  proceeding after being commenced is stayed) which are being contested
in  good  faith  by  appropriate  proceedings properly instituted and diligently
conducted  and  with  respect  to  which  adequate reserves or other appropriate
provisions  are being maintained as may be required in accordance with Agreement
Accounting  Principles;
2.     statutory Liens of landlords and Liens of suppliers, mechanics, carriers,
     materialmen, warehousemen or workmen and other similar Liens imposed by law
created  in the ordinary course of business for amounts not yet due or which are
being contested in good faith by appropriate proceedings properly instituted and
diligently  conducted  and  with  respect  to  which  adequate reserves or other
appropriate  provisions  are  being  maintained as may be required in accordance
with  Agreement  Accounting  Principles;
3.     Liens  (other  than  Environmental Liens and Liens in favor of the IRS or
the  PBGC  or  any  Plan)  incurred  or  deposits made in the ordinary course of
business  in  connection  with  workers' compensation, unemployment insurance or
other  types  of  social security benefits or to secure the performance of bids,
tenders,  sales,  contracts  (other  than  for the repayment of borrowed money),
surety, appeal and performance bonds; provided that (A) all such Liens do not in
                                      --------
     the  aggregate  materially detract from the value of the Borrower's or such
Subsidiary's  assets  or  property taken as a whole or materially impair the use
thereof in the operation of the Borrower's or such Subsidiary's businesses taken
as  a whole, and (B) all Liens securing bonds to stay judgments or in connection
with  appeals  do  not  secure  at  any  time  an  aggregate  amount  exceeding
$30,000,000;
4.     Liens  arising  with respect to zoning restrictions, easements, licenses,
reservations, covenants, rights-of-way, utility easements, building restrictions
     and other similar charges or encumbrances on the use of real property which
do  not  in  any  case materially detract from the value of the property subject
thereto  or  interfere with the ordinary conduct of the business of the Borrower
or  any  of  its  Subsidiaries;
5.     Liens  of  attachment  or  judgment  with  respect to judgments, writs or
warrants  of  attachment,  or similar process against the Borrower or any of its
Subsidiaries  which  do  not  constitute  a Default under Section 8.1(H) hereof;
                                                          --------------
6.     any  interest  or  title  of  the  lessor  in the property subject to any
operating  lease  entered into by the Borrower or any of its Subsidiaries in the
ordinary  course  of  business;  and
7.     Liens  of  commercial  depository  institutions  arising  in the ordinary
course  of  business  constituting  a  statutory  or  common law right of setoff
against  amounts  on  deposit  with  any  such  institution.
     "DEFAULT"  means  an  event  described  in  Article  VIII  hereof.
      -------                                    -------------
"DESIGNATED  ACQUISITION"  means the acquisition by the Borrower or a Subsidiary
 -----------------------
or  Subsidiaries  of  substantially  all  of  the stock or assets constituting a
division of the Seller (the "ACQUIRED BUSINESS") on the terms and conditions set
forth  in  the  Designated  Acquisition  Agreement.
"DESIGNATED  ACQUISITION  AGREEMENT" means that certain Stock and Asset Purchase
 ----------------------------------
Agreement  dated on or before March 31, 2003 by and between the Borrower and the
Seller.
"DISCLOSED  LITIGATION"  is  defined  in  Section  6.7  hereof.
 ---------------------                    ------------
"DISQUALIFIED  STOCK"  means  any preferred stock and any Capital Stock that, by
 -------------------
its  terms  (or by the terms of any security into which it is convertible or for
 -
which  it  is  exchangeable),  or upon the happening of any event, matures or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to  the  date  that  is  91  days  after  the  Termination  Date.
"DOL"  means  the United States Department of Labor and any Person succeeding to
 ---
the  functions  thereof.
"DOLLAR"  and  "$"  means  dollars  in the lawful currency of the United States.
 ------         -
"EBIT"  means,  for any period, on a consolidated basis for the Borrower and its
 ----
Subsidiaries,  the  sum  of the amounts for such period, without duplication, of
(i)  Net  Income, plus (ii) Interest Expense to the extent deducted in computing
                  ----
Net  Income,  plus  (iii) charges against income for foreign, federal, state and
              ----
local  taxes  to  the  extent  deducted  in  computing  Net  Income,  minus (iv)
                                                                      -----
extraordinary  gains to the extent added in computing Net Income, plus (v) other
                                                                  ----
extraordinary  non-cash  charges to the extent deducted in computing Net Income,
plus  (vi)  one-time  non-cash  charges  relating to the portion of the purchase
 ---
price for the Designated Acquisition allocated to inventory, which charges shall
 ---
be  incurred  no  later  than  December  31,  2003.
"EBITDA" means, for any period, on a consolidated basis for the Borrower and its
 ------
Subsidiaries,  the  sum  of the amounts for such period, without duplication, of
(i) EBIT, plus (ii) depreciation expense to the extent deducted in computing Net
          ----
Income,  plus  (iii)  amortization  expense,  including,  without  limitation,
         ----
amortization  of goodwill and other intangible assets, to the extent deducted in
computing  Net  Income.
"ENVIRONMENTAL,  HEALTH  OR  SAFETY  REQUIREMENTS  OF  LAW" means all applicable
 ---------------------------------------------------------
foreign,  federal, state and local laws or regulations relating to or addressing
 ----
pollution  or  protection  of the environment, or protection of worker health or
safety, including, but not limited to, the Comprehensive Environmental Response,
Compensation  and  Liability  Act,  42  U.S.C.   9601  et seq., the Occupational
                                                       -- ---
Safety  and  Health  Act  of  1970,  29  U.S.C.   651  et seq., and the Resource
                                                       -- ---
Conservation  and  Recovery  Act of 1976, 42 U.S.C.   6901 et seq., in each case
                                                           -- ---
including  any  amendments  thereto, any successor statutes, and any regulations
promulgated  thereunder,  and  any  state  or  local  equivalent  thereof.
"ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority for (a)
 ------------------
any  liability under Environmental, Health or Safety Requirements of Law, or (b)
damages  arising  from,  or  costs  incurred  by  such Governmental Authority in
response  to,  a  Release  or  threatened  Release  of  a  Contaminant  into the
environment.
"ENVIRONMENTAL  PROPERTY  TRANSFER  ACT" means any applicable requirement of law
 --------------------------------------
that conditions, restricts, prohibits or requires any notification or disclosure
 -
triggered  by  the closure of any property or the transfer, sale or lease of any
property or deed or title for any property for environmental reasons, including,
but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible
Property  Transfer  Act."
"EQUIPMENT" means all of the Borrower's and its Subsidiaries' present and future
 ---------
(i)  equipment,  including,  without  limitation,  machinery,  manufacturing,
distribution,  selling,  data processing and office equipment, assembly systems,
tools,  molds,  dies,  fixtures,  appliances,  furniture, furnishings, vehicles,
vessels,  aircraft,  aircraft  engines,  and trade fixtures, (ii) other tangible
personal  property  (other  than  the Borrower's or Subsidiary's Inventory), and
(iii)  any  and  all  accessions, parts and appurtenances attached to any of the
foregoing  or  used  in connection therewith, and any substitutions therefor and
replacements,  products  and  proceeds  thereof.
"EQUITY INTERESTS" means Capital Stock and all warrants, options or other rights
 ----------------
to  acquire  Capital  Stock (but excluding any debt security that is convertible
into,  or  exchangeable  for,  Capital  Stock).
"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
 -----
from  time  to time, including (unless the context otherwise requires) any rules
 -
or  regulations  promulgated  thereunder.
"EURODOLLAR  BASE  RATE"  means,  with respect to a Eurodollar Rate Loan for the
 ----------------------
relevant  Interest  Period, the applicable British Bankers' Association Interest
 --
Settlement  Rate for deposits in U.S. dollars appearing on Bloomberg Screen BBAM
as  of  11:00 a.m. (London time) two (2) Business Days prior to the first day of
such  Interest  Period,  and  having  a  maturity equal to such Interest Period,
provided  that,  (i)  if  Bloomberg  Screen  BBAM  is  not  available  to  the
     ---
Administrative Agent for any reason, the applicable Eurodollar Base Rate for the
     ---
relevant  Interest  Period  shall  instead  be  the  applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service mutually acceptable
to  the Borrower and the Administrative Agent as of 11:00 a.m. (London time) two
(2)  Business  Days prior to the first day of such Interest Period, and having a
maturity  equal  to  such  Interest Period, and (ii) if no such British Bankers'
Association  Interest  Settlement Rate is available to the Administrative Agent,
the  applicable  Eurodollar  Base  Rate  for  the relevant Interest Period shall
instead  be the rate determined by the Administrative Agent to be the arithmetic
mean  (rounded upward, if necessary, to an integral multiple of 1/16th of 1%) of
the  rates  of  interest  per annum reported to the Administrative Agent by each
Reference  Lender  as  the  rate  at which such Reference Lender offers to place
deposits  in  Dollars  with  first-class banks in the London interbank market at
approximately  11:00 a.m. (London time) two (2) Business Days prior to the first
day  of  such  Interest  Period,  in  the  approximate  amount of such Reference
Lender's  relevant  Eurodollar  Rate  Loan  and  having a maturity equal to such
Interest Period.  If any Reference Lender fails to provide such quotation to the
Administrative  Agent,  then  the  Administrative  Agent  shall  determine  the
Eurodollar  Base  Rate on the basis of the quotations of the remaining Reference
Lender(s).
"EURODOLLAR RATE" means, with respect to a Eurodollar Rate Loan for the relevant
 ---------------
Interest  Period,  the  sum  of (i) the quotient of (a) the Eurodollar Base Rate
applicable  to  such  Interest  Period,  divided  by  (b)  one minus the Reserve
Requirement  (expressed  as  a  decimal) applicable to such Interest Period plus
                                                                            ----
(ii) the then Applicable Margin plus (iii) at all times from and after the 180th
                                ----
day  following  the  Closing  Date, 0.50% (the "SUPPLEMENTAL MARGIN"); provided,
                                                                       --------
however,  that  the  foregoing adjustment for Reserve Requirements shall only be
   ----
made  with  respect  to  that portion of a Eurodollar Rate Loan made by a Lender
which  is  subject  to  such  Reserve  Requirements.
"EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears interest at
 --------------------
the  Eurodollar  Rate.
"EXCLUDED  TAXES"  means,  in  the  case  of  each  Lender or applicable Lending
 ---------------
Installation  and  the  Administrative  Agent,  taxes imposed on its overall net
 ------
income,  and  franchise  taxes  imposed on it, by (i) the jurisdiction under the
 ---
laws  of  which  such  Lender  or  the  Administrative  Agent is incorporated or
 --
organized  or  (ii) the jurisdiction in which the Administrative Agent's or such
 --
Lender's  principal  executive  office  or  such  Lender's  applicable  Lending
Installation  is  located.
"EXISTING  CREDIT  AGREEMENTS"  means,  collectively, the Existing 5-Year Credit
 ----------------------------
Agreement  and  the  Existing  364-Day  Credit  Agreement.
 --
"EXISTING  5-YEAR  CREDIT  AGREEMENT" means that certain 5-Year Revolving Credit
 -----------------------------------
Agreement, dated as of March 30, 2000, among the Borrower, the institutions from
 -
time  to time parties thereto as lenders, Bank One, as the administrative agent,
Bank  of  America,  as  the  syndication  agent,  and  Wachovia  Bank,  National
Association (formerly known as Wachovia Bank, N.A.), as the documentation agent,
as  the  same  may be amended, restated, supplemented or otherwise modified from
time  to  time.
"EXISTING 364-DAY CREDIT AGREEMENT" means that certain 364-Day Credit Agreement,
 ---------------------------------
dated  as  of  March 30, 2000, among the Borrower, the institutions from time to
time  parties thereto as lenders, Bank One, as the administrative agent, Bank of
America,  as  the  syndication  agent,  and  Wachovia Bank, National Association
(formerly known as Wachovia Bank, N.A.), as the documentation agent, as the same
has  been  amended  pursuant  to the Amendment and Restatement of 364-Day Credit
Agreement dated as of March 29, 2001 and by the Second Amendment and Restatement
of  364-Day  Credit Agreement dated as of March 28, 2002, and as the same may be
further amended, restated, supplemented or otherwise modified from time to time.
"FACILITY  FEE"  is  defined  in  Section  2.14(C)  hereof.
 -------------                    ----------------
"FEDERAL  FUNDS  EFFECTIVE  RATE" means, for any day, an interest 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 for such day (or, if such day is not a
 -
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank  of  New  York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three  Federal  funds  brokers  of  recognized  standing  selected  by  the
Administrative  Agent  in  its  reasonable  discretion.
"FINANCING"  means,  with  respect  to  any Person, the issuance or sale by such
 ---------
Person  of  any  Disqualified  Stock,  Equity  Interests  of  such Person or any
 ---
Indebtedness  consisting  of debt securities (including, without limitation, any
 ---
syndicated  loan  other than the Loans made hereunder) of such Person; provided,
                                                                       --------
that  such  term  shall  not  include  (i)  any borrowings or proceeds under the
Borrower's  Existing  Credit  Agreements or Receivables Purchase Documents, (ii)
any  borrowings  by  any Subsidiaries incorporated under the laws of any foreign
jurisdiction  or (iii) any borrowings under the Borrower's existing money market
lines  of  credit.
"FLOATING  RATE  LOAN" means a Loan, or portion thereof, which bears interest by
 --------------------
reference  to  the  Alternate  Base  Rate.
"FOREIGN  EMPLOYEE  BENEFIT  PLAN" means any employee benefit plan as defined in
 --------------------------------
Section  3(3)  of ERISA which is maintained or contributed to for the benefit of
 -
the  employees  of the Borrower or any member of the Controlled Group, but which
is  not  covered  by  ERISA  pursuant  to  Section  4(b)(4)  of  ERISA.
"FOREIGN  PENSION  PLAN"  means any employee pension benefit plan (as defined in
 ----------------------
Section 3(2) of ERISA) which (i) is maintained or contributed to for the benefit
 -
of  employees  of the Borrower or any other member of the Controlled Group, (ii)
is  not  covered  by  ERISA  pursuant to Section 4(b)(4) thereof and (iii) under
applicable  local law, is required to be funded through a trust or other funding
vehicle.
"FUNDING DATE" means the date on which the Loans are advanced hereunder, subject
 ------------
to  the  satisfaction  of  the  terms  and  conditions set forth in Section 5.1.
                                                                    -----------
"GOVERNMENTAL  ACTS"  is  defined  in  Section  3.10(A)  hereof.
 ------------------                    ----------------
"GOVERNMENTAL  AUTHORITY"  means  any  nation or government, any federal, state,
 -----------------------
local  or  other  political  subdivision  thereof  and  any  entity  exercising
 --
executive,  legislative,  judicial,  regulatory  or  administrative authority or
 --
functions  of  or  pertaining  to  government,  including any authority or other
 --
quasi-governmental  entity  established  to  perform  any  of  such  functions.
 --
"HEDGING  ARRANGEMENTS"  is  defined  in the definition of "Hedging Obligations"
 ---------------------
below.
 --
"HEDGING  AGREEMENTS"  means Hedging Arrangements permitted under Section 7.3(O)
 -------------------                                              --------------
that  are  entered  into  by the Borrower and any Lender or any affiliate of any
Lender.
"HEDGING  OBLIGATIONS" of a Person means any and all obligations of such Person,
 --------------------
whether  absolute  or  contingent and howsoever and whensoever created, arising,
evidenced  or  acquired  (including  all  renewals, extensions and modifications
thereof  and  substitutions therefor), under (i) any and all agreements, devices
or arrangements designed to protect at least one of the parties thereto from the
fluctuations  of  interest  rates,  commodity  prices, 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  and  warrants  or  any similar derivative transactions ("HEDGING
ARRANGEMENTS"),  and  (ii)  any  and  all  cancellations,  buy backs, reversals,
terminations  or  assignments  of  any  of  the  foregoing.
"HOLDERS  OF OBLIGATIONS" means the holders of the Obligations from time to time
 -----------------------
and  shall  include  their  respective  successors,  transferees  and  assigns.
"INDEBTEDNESS"  of  any  Person  means,  without  duplication, such Person's (a)
 ------------
obligations  for  borrowed  money,  (b)  obligations  representing  the deferred
 ----
purchase  price  of property or services (other than accounts payable arising in
 ----
the  ordinary course of such Person's business payable on terms customary in the
trade),  which  purchase  price is due more than six (6) months from the date of
incurrence  of  the  obligation  in  respect  thereof, provided that the related
obligations  are  not interest bearing, (c) obligations, whether or not assumed,
secured  by  Liens or payable out of the proceeds or production from property or
assets  now or hereafter owned or acquired by such Person, (d) obligations which
are  evidenced by notes, acceptances or other instruments, (e) Capitalized Lease
Obligations,  (f)  Contingent  Obligations  in  respect  of  Indebtedness,  (g)
obligations  with  respect  to  letters  of  credit,  (h)  Off-Balance  Sheet
Liabilities,  (i)  Receivables  Facility  Attributed  Indebtedness  and  (j)
Disqualified  Stock.  The amount of Indebtedness of any Person at any date shall
be  without  duplication  (1)  the  outstanding  balance  at  such  date  of all
unconditional  obligations  as  described above and the maximum liability of any
such  Contingent Obligations at such date and (2) in the case of Indebtedness of
others  secured  by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject  to  a  Lien  securing  the Indebtedness of others and the amount of the
Indebtedness  secured.
"INDEMNIFIED  MATTERS"  is  defined  in  Section  10.7(B)  hereof.
 --------------------                    ----------------
"INDEMNITEES"  is  defined  in  Section  10.7(B)  hereof.
 -----------                    ----------------
"INSOLVENCY  EVENT"  is  defined  in  Section  10.14  hereof.
 -----------------                    --------------
"INTERCOMPANY  INDEBTEDNESS"  is  defined  in  Section  10.14  hereof.
 --------------------------                    --------------
"INTEREST  EXPENSE"  means,  for  any  period, the total interest expense of the
 -----------------
Borrower  and its consolidated Subsidiaries, whether paid or accrued, including,
 ---
without  duplication,  Off-Balance  Sheet  Liabilities  (including  Receivables
Facility  Financing Costs) and the interest component of Capitalized Leases, all
as  determined  in  conformity  with  Agreement  Accounting  Principles.
"INTEREST  EXPENSE  COVERAGE  RATIO"  is  defined  in  Section  7.4(B)  hereof.
 ----------------------------------                    ---------------
"INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a period of one
 ---------------
(1),  two (2), three (3) or six (6) months commencing on a Business Day selected
by  the Borrower on which a Eurodollar Rate Loan is made to Borrower pursuant to
this  Agreement.  Such  Interest Period shall end on (but exclude) the day which
corresponds  numerically  to such date one, two, three or six months thereafter;
provided,  however,  that  if  there is no such numerically corresponding day in
 -------   -------
such  next,  second, third or sixth succeeding month, such Interest Period shall
 --
end  on  the  last  Business Day of such next, second, third or sixth succeeding
month.  If  an  Interest  Period  would  otherwise  end  on a day which is not a
Business  Day,  such  Interest  Period shall end on the next succeeding Business
Day, provided, however, that if said next succeeding Business Day falls in a new
     --------  -------
calendar  month,  such  Interest  Period  shall end on the immediately preceding
Business  Day.
"INVENTORY"  shall  mean any and all goods, including, without limitation, goods
 ---------
in  transit, wheresoever located, whether now owned or hereafter acquired by the
Borrower or any of its Subsidiaries, which are held for sale or lease, furnished
under  any  contract  of  service  or  held as raw materials, work in process or
supplies,  and all materials used or consumed in the business of Borrower or any
of  its  Subsidiaries,  and  shall  include all right, title and interest of the
Borrower  or  any  of  its  Subsidiaries  in  any  property  the  sale  or other
disposition  of  which has given rise to Receivables and which has been returned
to  or  repossessed  or  stopped  in  transit  by  the  Borrower  or  any of its
Subsidiaries.
"INVESTMENT"  means,  with  respect  to  any  Person,  (i) any purchase or other
 ----------
acquisition  by  that  Person  of  any  Indebtedness,  Equity Interests or other
 -----
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
 -----
other  securities,  issued by any other Person, (ii) any purchase by that Person
of  all  or  substantially  all of the assets of a business conducted by another
Person,  and  (iii)  any  loan,  advance  (other  than  deposits  with financial
institutions  available  for  withdrawal  on  demand, prepaid expenses, accounts
receivable,  advances  to  employees  and  similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person,  including  all  Indebtedness  to  such  Person  arising  from a sale of
property  by  such  Person  other  than  in the ordinary course of its business.
"IRS"  means  the  Internal  Revenue  Service  and  any Person succeeding to the
 ---
functions  thereof.
 ---
"LENDERS"  means  the lending institutions listed on the signature pages of this
 -------
Agreement  and  their  respective  successors  and  assigns.
"LENDING  INSTALLATION"  means,  with  respect to a Lender or the Administrative
 ---------------------
Agent,  any  office,  branch,  subsidiary  or  affiliate  of  such Lender or the
 --
Administrative  Agent.
 --
"LEVERAGE  RATIO"  is  defined  in  Section  7.4(A)  hereof.
 ---------------                    ---------------
"LIEN"  means  any  lien  (statutory or other), mortgage, pledge, hypothecation,
 ----
assignment, deposit arrangement, encumbrance or preference, priority or security
 --
agreement  or  preferential  arrangement  of  any  kind  or  nature  whatsoever
(including,  without  limitation,  the  interest of a vendor or lessor under any
conditional  sale,  Capitalized  Lease  or  other  title  retention  agreement).
"LOAN(S)"  means, with respect to a Lender, such Lender's portion of the Advance
 -------
consisting  of  a  bridge  term  loan  made  pursuant to Section 2.1 hereof, and
                                                         -----------
collectively,  all  Loans, whether made or continued as or converted to Floating
Rate  Loans  or  Eurodollar  Rate  Loans.
"LOAN  ACCOUNT"  is  defined  in  Section  2.12(a)  hereof.
 -------------                    ----------------
"LOAN  DOCUMENTS"  means this Agreement, the Subsidiary Guaranty, any promissory
 ---------------
notes  issued  pursuant to Section 2.12 and all other documents, instruments and
                           ------------
agreements executed in connection therewith or contemplated thereby, as the same
may  be amended, restated or otherwise modified and in effect from time to time.
"LOAN  PARTIES"  is  defined  in  Section  5.1  hereof.
 -------------                    ------------
"MARGIN  STOCK"  shall  have  the meaning ascribed to such term in Regulation U.
 -------------
"MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the business,
 -----------------------
condition  (financial  or  otherwise),  operations,  performance,  properties or
prospects  of  the  Borrower  and  its  Subsidiaries,  taken as a whole, (b) the
ability of the Borrower and its Subsidiaries, taken as a whole, to perform their
obligations under the Loan Documents in any material respect, or (c) the ability
of  the  Lenders  or the Administrative Agent to enforce in any material respect
the  Obligations.
"MATERIAL  DOMESTIC  SUBSIDIARY"  means each consolidated Subsidiary (other than
 ------------------------------
any  SPV) of the Borrower (a) incorporated under the laws of any jurisdiction in
 -
the United States and (b) the total assets of which exceed, as at the end of any
calendar  quarter or, in the case of consummation of a Permitted Acquisition, at
the  time  of  consummation  of  such  Permitted  Acquisition (calculated by the
Borrower  on  a  pro  forma  basis  taking into account the consummation of such
                 ---  -----
Permitted  Acquisition),  three percent (3.0%) of the Consolidated Assets of the
Borrower  and  its  consolidated  Subsidiaries  (other  than  SPVs).
"MATERIAL FOREIGN SUBSIDIARY" means each consolidated Subsidiary (other than any
 ---------------------------
SPV) of the Borrower (a) incorporated under the laws of any foreign jurisdiction
and  (b) the total assets of which exceed, as at the end of any calendar quarter
or,  in  the  case  of  consummation  of a Permitted Acquisition, at the time of
consummation  of such Permitted Acquisition (calculated by the Borrower on a pro
                                                                             ---
forma basis taking into account the consummation of such Permitted Acquisition),
-----
five  percent  (5.0%)  of  the  Consolidated  Assets  of  the  Borrower  and its
consolidated  Subsidiaries  (other  than  SPVs).
"MATERIAL  INDEBTEDNESS"  means  any  Indebtedness  (other than the Indebtedness
 ----------------------
hereunder)  of  a  single  class  with an aggregate outstanding principal amount
 ---
equal  to  or  greater  than  $30,000,000.
 ---
"MATERIAL  SUBSIDIARIES"  means  each  of  the  Borrower's  Material  Domestic
 ----------------------
Subsidiaries  and  Material  Foreign  Subsidiaries.
 --------
"MULTIEMPLOYER  PLAN"  means  a  "multiemployer  plan"  as  defined  in  Section
 -------------------
4001(a)(3)  of ERISA which is, or within the immediately preceding six (6) years
 -------
was,  contributed  to  by  either  the  Borrower or any member of the Controlled
Group.
"NET  CASH  PROCEEDS"  means,  with respect to any Financing by any Person,  (a)
 -------------------
cash  or  Cash  Equivalents  (freely  convertible into Dollars) received by such
 --
Person  or any Subsidiary of such Person from such Financing or (b) cash or Cash
 --
Equivalents  payments  in  respect  of  any other consideration received by such
Person or any Subsidiary of such Person from such Financing upon receipt of such
cash  payments  by  such  Person  or  such  Subsidiary,  in each case, after (i)
provision  for  all  income  or  other  taxes measured by or resulting from such
Financing  and  (ii)  payment  of  all  brokerage commissions and other fees and
expenses  and  commissions  related  to  such  Financing.
"NET  INCOME"  means,  for any period, the net earnings (or loss) after taxes of
 -----------
the  Borrower and its Subsidiaries on a consolidated basis for such period taken
 -
as a single accounting period determined in conformity with Agreement Accounting
Principles.
"NEW  SUBSIDIARY"  is  defined  in  Section  7.3(F).
 ---------------                    ---------------
"NON-ERISA  COMMITMENTS"  means
 ----------------------
1.     each  pension,  medical,  dental,  life,  accident insurance, disability,
group insurance, sick leave, profit sharing, deferred compensation, bonus, stock
     option,  stock  purchase,  retirement, savings, severance, stock ownership,
performance,  incentive,  hospitalization  or other insurance, or other welfare,
benefit  or  fringe benefit plan, policy, trust, understanding or arrangement of
any  kind;  and
2.     each  employee  collective  bargaining  agreement  and  each  agreement,
understanding  or  arrangement  of  any  kind,  with  or  for the benefit of any
present  or  prior officer, director, employee or consultant (including, without
limitation,  each  employment, compensation, deferred compensation, severance or
consulting  agreement or arrangement and any agreement or arrangement associated
with  a  change  in  ownership  of  the Borrower or any member of the Controlled
Group);
to  which  the Borrower or any member of the Controlled Group is a party or with
respect  to  which the Borrower or any member of the Controlled Group is or will
be  required  to  make  any  payment  other  than  any  Plans.
     "NON  PRO  RATA  LOAN"  is  defined  in  Section  9.2  hereof.
      --------------------                    ------------
"NON-U.S.  LENDER"  is  defined  in  Section  4.5(iv)  hereof.
 ----------------                    ----------------
"NOTE PURCHASE AGREEMENT" means that certain Note Purchase Agreement dated as of
 -----------------------
April 1, 2000 among the Borrower and the "Purchasers" referred to therein, under
which  the Borrower has issued senior unsecured notes in the aggregate principal
amount  of $175,000,000 (the "SENIOR NOTES"), which shall be pari passu with the
Obligations  hereunder, as such Note Purchase Agreement may be amended, modified
or  supplemented from time to time in a manner that is not materially adverse to
the  interests  of  the  Lenders.
"NOTICE  OF  ASSIGNMENT"  is  defined  in  Section  13.3(B)  hereof.
 ----------------------                    ----------------
"OBLIGATIONS"  means  all  Loans,  advances,  debts,  liabilities,  obligations,
 -----------
covenants  and  duties  owing  by the Borrower or any of its Subsidiaries to the
 -----
Administrative  Agent,  the  Syndication  Agent,  any Lender, the Arrangers, any
 --
Affiliate  of  the Administrative Agent or any Lender, or any Indemnitee, of any
 --
kind  or  nature,  present  or future, arising under this Agreement or any other
Loan  Document,  whether  or  not  evidenced  by  any  note,  guaranty  or other
instrument,  whether  or not for the payment of money, whether arising by reason
of  an  extension  of  credit,  loan, guaranty, indemnification, or in any other
manner,  whether  direct  or  indirect (including those acquired by assignment),
absolute  or contingent, due or to become due, now existing or hereafter arising
and  however  acquired.  The  term  includes,  without limitation, all interest,
charges,  expenses,  fees,  reasonable  attorneys'  fees  and  disbursements,
reasonable  paralegals'  fees  (and,  after  the  occurrence  and  during  the
continuance  of a Default, all attorney's fees and disbursements and paralegals'
fees,  whether  or not reasonable), and any other sum chargeable to the Borrower
or  any  of  its  Subsidiaries  under this Agreement or any other Loan Document.
"OFF-BALANCE  SHEET LIABILITIES" of a Person means, without duplication, (a) any
 ------------------------------
Receivables  Facility  Attributed  Indebtedness  and  repurchase  obligation  or
liability  of such Person or any of its Subsidiaries with respect to Receivables
or  notes  receivable sold by such Person or any of its Subsidiaries (calculated
to  include  the  unrecovered  investment  of  purchasers  or  transferees  of
Receivables  or notes receivable or any other obligation of the Borrower or such
transferor  to  purchasers/transferees  of  interests  in  Receivables  or notes
receivables  or  the  agent  for such purchasers/transferees), (b) any liability
under any sale and leaseback transactions which do not create a liability on the
consolidated balance sheet of such Person, (c) any liability under any financing
lease or so-called "synthetic" lease transaction, or (d) any obligations arising
with  respect  to any other transaction which is the functional equivalent of or
takes  the  place  of borrowing but which does not constitute a liability on the
consolidated  balance  sheets  of  such  Person  and  its  Subsidiaries.
"ORIGINATORS"  means  the  Borrower  and/or  any  of  its  Subsidiaries in their
 -----------
respective  capacities  as  parties  to  any  Receivables Purchase Documents, as
 ------
sellers  or  transferors  of  any Receivables and Related Security in connection
 ----
with  a  Permitted  Receivables  Transfer.
 --
"OTHER  TAXES"  is  defined  in  Section  4.5  hereof.
 ------------                    ------------
"PARTICIPANTS"  is  defined  in  Section  13.2(A)  hereof.
 ------------                    ----------------
"PAYMENT  DATE"  means the last day of each March, June, September, December and
 -------------
the  Termination  Date.
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
 ----
"PERMITTED  ACQUISITION"  is  defined  in  Section  7.3(F)  hereof.
 ----------------------                    ---------------
"PERMITTED  EXISTING CONTINGENT OBLIGATIONS" means the Contingent Obligations of
 ------------------------------------------
the  Borrower  and  its  Subsidiaries  identified  on  Schedule  1.1.3  to  this
                                                       ---------------
Agreement.
"PERMITTED  EXISTING  INVESTMENTS" means the Investments of the Borrower and its
 --------------------------------
Subsidiaries  identified  on  Schedule  1.1.1  to  this  Agreement.
                              ---------------
"PERMITTED  EXISTING  LIENS"  means  the Liens on assets of the Borrower and its
 --------------------------
Subsidiaries  identified  on  Schedule  1.1.2  to  this  Agreement.
 --                           ---------------
"PERMITTED  RECEIVABLES  TRANSFER"  means  (i)  a  sale  or other transfer by an
 --------------------------------
Originator  to  a  SPV of Receivables and Related Security for fair market value
 -----
and  without  recourse  (except  for limited recourse typical of such structured
 -
finance  transactions),  and/or  (ii)  a  sale or other transfer by a SPV to (a)
 -
purchasers of or other investors in such Receivables and Related Security or (b)
 -
any other Person (including a SPV) in a transaction in which purchasers or other
investors  purchase  or  are  otherwise transferred such Receivables and Related
Security,  in  each  case  pursuant  to  and in accordance with the terms of the
Receivables  Purchase  Documents.
"PERSON"  means  any  individual,  corporation,  firm,  enterprise, partnership,
 ------
trust,  incorporated  or  unincorporated association, joint venture, joint stock
 ----
company,  limited  liability  company  or  other  entity  of  any  kind,  or any
 -
government or political subdivision or any agency, department or instrumentality
 -
thereof.
"PLAN"  means  an  employee  benefit  plan  defined  in Section 3(3) of ERISA in
 ----
respect  of  which  the  Borrower  or  any member of the Controlled Group is, or
 ----
within  the immediately preceding six (6) years was, an "employer" as defined in
 ----
Section  3(5)  of  ERISA.
"PRIME  RATE"  means  a  rate  per  annum  equal  to  the prime rate of interest
 -----------
announced  from time to time by Bank One or its parent (which is not necessarily
 -------
the  lowest  rate charged to any customer), changing when and as said prime rate
changes.
"PRO  RATA  SHARE" means, prior to the Funding Date, with respect to any Lender,
 ----------------
the  percentage  obtained  by dividing (A) such Lender's Commitment at such time
(in  each  case, as adjusted from time to time in accordance with the provisions
of  this  Agreement)  by  (B)  the  Aggregate Commitment at such time; provided,
                                                                       --------
however,  from  and  after  the  Funding  Date  or if all of the Commitments are
     --
terminated  pursuant to the terms of this Agreement, then "Pro Rata Share" means
     -
the percentage obtained by dividing (x) the aggregate  principal balance of such
Lender's  Loans  at  such  time, by (y) the aggregate outstanding balance of all
Loans  at  such  time.
"PURCHASERS"  is  defined  in  Section  13.3(A)  hereof.
 ----------                    ----------------
"RECEIVABLE(S)"  means  and includes all of the Borrower's and its Subsidiaries'
 -------------
presently  existing  and  hereafter  arising  or  acquired  accounts,  accounts
receivable,  and  all  present  and  future  rights  of  the  Borrower  and  its
Subsidiaries  to  payment  for  goods  sold  or  leased or for services rendered
(except  those  evidenced  by instruments or chattel paper), whether or not they
have  been  earned  by  performance,  and all rights in any merchandise or goods
which  any  of  the  same  may  represent,  and  all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any  right  of  stoppage  in  transit.
"RECEIVABLES  AND  RELATED  SECURITY"  means  the  Receivables  and  the related
 -----------------------------------
security  and  collections with respect thereto which are sold or transferred by
 ------
any  Originator  or  SPV  in connection with any Permitted Receivables Transfer.
"RECEIVABLES  FACILITY  ATTRIBUTED INDEBTEDNESS" means the amount of obligations
 ----------------------------------------------
outstanding  under  a receivables purchase facility on any date of determination
that  would  be characterized as principal if such facility were structured as a
secured  lending  transaction  rather  than  as  a  purchase.
"RECEIVABLES  FACILITY  FINANCING  COSTS"  means  such portion of the cash fees,
 ---------------------------------------
service  charges,  and  other costs, as well as all collections or other amounts
 ---
retained  by  purchasers  of  receivables  pursuant  to  a  receivables purchase
 -
facility,  which  are  in  excess  of  amounts  paid  to  the  Borrower  and its
 -
consolidated  Subsidiaries  under  any  receivables  purchase  facility  for the
 -
purchase  of receivables pursuant to such facility and are the equivalent of the
 -
interest  component of the financing if the transaction were characterized as an
on-balance  sheet  transaction.
"RECEIVABLES  PURCHASE DOCUMENTS" means the Receivables Sale Agreement, dated as
 -------------------------------
of  April  4,  2000, between Eveready Battery Company, Inc. (a Subsidiary of the
Borrower)  and Energizer Receivables Funding Corporation (an SPV), and any other
series  of  receivables  purchase  or  sale agreements generally consistent with
terms  contained in comparable structured finance transactions pursuant to which
an  Originator  or  Originators sell or transfer to SPVs all of their respective
right,  title  and  interest in and to certain  Receivables and Related Security
for  further sale or transfer to other purchasers of or investors in such assets
(and  the  other  documents,  instruments  and agreements executed in connection
therewith),  as  any  such  agreements may be amended, restated, supplemented or
otherwise  modified  from  time  to  time,  or  any  replacement or substitution
therefor.
"RECEIVABLES PURCHASE FACILITY" means the securitization facility made available
 -----------------------------
to  the  Borrower, pursuant to which the Receivables and Related Security of the
Originators  are  transferred  to  one  or  more SPVs, and thereafter to certain
investors,  pursuant  to  the  terms  and conditions of the Receivables Purchase
Documents.
"REFERENCE  LENDERS"  means  Bank  One  and  Bank  of  America.
 ------------------
"REGISTER"  is  defined  in  Section  13.3(C)  hereof.
 --------                    ----------------
"REGULATION  D"  means  Regulation  D  of  the Board of Governors of the Federal
 -------------
Reserve System as from time to time in effect and any successor thereto or other
 ----
regulation  or  official  interpretation  of said Board of Governors relating to
reserve  requirements  applicable to member banks of the Federal Reserve System.
"REGULATION  T"  means  Regulation  T  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension  of credit by and to brokers and dealers of securities for the purpose
of  purchasing  or  carrying  margin  stock  (as  defined  therein).
"REGULATION  U"  means  Regulation  U  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension  of  credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve  System.
"REGULATION  X"  means  Regulation  X  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin  stock  (as  defined  therein).
"RELEASE"  means  any  release,  spill,  emission,  leaking, pumping, injection,
 -------
deposit,  disposal,  discharge,  dispersal,  leaching  or  migration  into  the
 ----
environment, including the movement of Contaminants through or in the air, soil,
 ----
surface  water  or  groundwater.
"RELEVANT  TRANSACTION  DOCUMENTS"  means,  (i) as of the Closing Date, the Loan
 --------------------------------
Documents  and  (ii) from and after the Funding Date, all Transaction Documents.
 --
"REPLACEMENT  LENDER"  is  defined  in  Section  2.19  hereof.
 -------------------                    -------------
"REPORTABLE  EVENT" means a reportable event as defined in Section 4043 of ERISA
 -----------------
and  the  regulations  issued  under  such  section,  with  respect  to  a Plan,
excluding,  however,  such  events as to which the PBGC by regulation waived the
requirement  of  Section 4043(a) of ERISA that it be notified within thirty (30)
days  after  such  event  occurs.
"REQUIRED  LENDERS"  means Lenders whose Pro Rata Shares, in the  aggregate, are
 -----------------
greater  than  fifty percent (50%); provided, however, that, if any Lender shall
                                    --------  -------
have  failed  to  fund  its  Pro Rata Share of the Advance, which such Lender is
obligated to fund under the terms of this Agreement and any such failure has not
been cured, then for so long as such failure continues, "REQUIRED LENDERS" means
Lenders  (excluding  all Lenders whose failure to fund their respective Pro Rata
Shares  of  such  Loans  has  not been so cured) whose Pro Rata Shares represent
greater  than  fifty  percent  (50%)  of  the  aggregate Pro Rata Shares of such
Lenders;  provided further, however, that, from and after the Funding Date or if
          -------- -------  -------
the  Commitments  have  been terminated pursuant to the terms of this Agreement,
"REQUIRED LENDERS" means Lenders (without regard to such Lenders' performance of
their  respective  obligations hereunder) whose aggregate ratable shares (stated
as a percentage) of the aggregate outstanding principal balance of all Loans are
greater  than  fifty  percent  (50%).
"REQUIREMENTS  OF LAW" means, as to any Person, the charter and by-laws or other
 --------------------
organizational  or  governing  documents  of  such  Person, and any law, rule or
regulation,  or  determination of an arbitrator or a court or other Governmental
Authority,  in each case applicable to or binding upon such Person or any of its
property  or  to  which such Person or any of its property is subject including,
without  limitation,  the Securities Act of 1933, the Securities Exchange Act of
1934,  the Hart-Scott-Rodino Antitrust Improvements Act, Regulations T, U and X,
ERISA,  the  Fair  Labor  Standards  Act,  the  Worker Adjustment and Retraining
Notification  Act,  Americans with Disabilities Act of 1990, and any certificate
of  occupancy, zoning ordinance, building, environmental or land use requirement
or  permit  or  environmental,  labor, employment, occupational safety or health
law,  rule or regulation, including Environmental, Health or Safety Requirements
of  Law.
"RESERVE  REQUIREMENT"  means,  with  respect to an Interest Period, the maximum
 --------------------
aggregate  reserve  requirement (including all basic, supplemental, marginal and
 --
other  reserves)  which  is  imposed  under  Regulation  D  on  "Eurocurrency
liabilities".
"RISK-BASED  CAPITAL  GUIDELINES"  is  defined  in  Section  4.2  hereof.
 -------------------------------                    ------------
"SELLER"  means  Pfizer  Inc.,  a  Delaware  corporation.
 ------
"SENIOR  MANAGEMENT  TEAM" means each Authorized Officer and the Chief Executive
 ------------------------
Officer  of  the  Borrower.
"SENIOR  NOTES" is defined in the definition of "Note Purchase Agreement" above.
 -------------
"SOLVENT"  means,  when  used  with  respect  to any Person, that at the time of
 -------
determination:
 ----
1.     the  fair value of its assets (both at fair valuation and at present fair
saleable value) is equal to or in excess of the total amount of its liabilities,
     including,  without  limitation,  contingent  liabilities;  and
2.     it  is  then  able  and believes that it will be able to pay its debts as
they  mature;  and
3.     it  has  capital  sufficient to carry on its business as conducted and as
proposed  to  be  conducted.
With respect to contingent liabilities (such as litigation and guarantees), 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 be reasonably
be  expected  to  become  an  actual  or  matured  liability.
     "SPV"  means  any  special  purpose  entity  established for the purpose of
      ---
purchasing  receivables  in  connection  with  a  receivables  securitization
transaction  permitted  under  the  terms  of  this  Agreement.
"SUBSIDIARY"  of  a  Person  means  (i)  any  corporation  more  than 50% of the
 ----------
outstanding  securities  having ordinary voting power of which shall at the time
 -------
be owned or controlled, directly or indirectly, by such Person or by one or more
of  its  Subsidiaries  or by such Person and one or more of its Subsidiaries, or
(ii)  any  partnership, limited liability company, association, joint venture or
similar  business  organization  more than 50% of the ownership interests having
ordinary  voting  power  of  which  shall at the time be so owned or controlled.
Unless  otherwise  expressly  provided,  all references herein to a "Subsidiary"
means  a  Subsidiary  of  the  Borrower.
"SUBSIDIARY  GUARANTORS"  means  (i)  all  of  the  Borrower's Material Domestic
 ----------------------
Subsidiaries; (ii) all New Subsidiaries which are Material Domestic Subsidiaries
 -----
and  which  have satisfied the provisions of Section 7.2(K)(a); (iii) all of the
                                             -----------------
Borrower's  Subsidiaries  which  become Material Domestic Subsidiaries and which
have  satisfied  the  provisions  of  Section  7.2(K)(b);  and  (iv)  all  other
                                      ------------------
Subsidiaries  which  become  Subsidiary  Guarantors  in  satisfaction  of  the
provisions  of  Section  7.2(K)(c),  in  each  case  with respect to clauses (i)
                ------------------                                   -----------
through  (iv)  above,  other  than  the  SPVs and together with their respective
         ----
successors  and  assigns.
"SUBSIDIARY  GUARANTY" means that certain Guaranty dated as of the Closing Date,
 --------------------
executed  by the Subsidiary Guarantors in favor of the Administrative Agent, for
the ratable benefit of the Lenders, as it may be amended, modified, supplemented
and/or  restated  (including to add new Subsidiary Guarantors), and as in effect
from  time  to  time.
"SUPPLEMENT"  shall  have  the  meaning  set  forth  in  Section  7.2(K).
 ----------                                              ---------------
"SUPPLEMENTAL  MARGIN"  is defined in the definition of "Eurodollar Rate" above.
 --------------------
"SYNDICATION  AGENT"  means  Bank  of  America  and  its  successors.
 ------------------
"TAXES"  means  any  and  all  present or future taxes, duties, levies, imposts,
 -----
deductions, charges or withholdings, and any and all liabilities with respect to
 ---
the  foregoing,  but  excluding  Excluded  Taxes.
"TERMINATION  DATE" means the earliest to occur of (a) January 16, 2004, (b) the
 -----------------
date of termination in whole of the Aggregate Commitment pursuant to Section 2.5
                                                                     -----------
or  Section  9.1  hereof  and (c) if the Designated Acquisition has not occurred
    ------------
prior  thereto,  April  1,  2003.
"TERMINATION  EVENT"  means  (i)  a Reportable Event with respect to any Benefit
 ------------------
Plan;  (ii) the withdrawal of the Borrower or any member of the Controlled Group
 --
from  a Benefit Plan during a plan year in which the Borrower or such Controlled
Group  member  was  a "substantial employer" as defined in Section 4001(a)(2) of
ERISA  with  respect  to  such plan; (iii) the imposition of an obligation under
Section  4041  of  ERISA to provide affected parties written notice of intent to
terminate  a Benefit Plan in a distress termination described in Section 4041(c)
of ERISA; (iv) the institution by the PBGC or any foreign governmental authority
of proceedings to terminate or appoint a trustee to administer a Benefit Plan or
Foreign  Pension Plan; (v) any event or condition which might constitute grounds
under  Section  4042  of  ERISA  for the termination of, or the appointment of a
trustee  to  administer,  any  Benefit  Plan;  or  (vi)  the partial or complete
withdrawal  of  the  Borrower  or  any  member  of  the  Controlled Group from a
Multiemployer  Plan.
"TRANSACTION  DOCUMENTS" means the Loan Documents and the documents executed and
 ----------------------
delivered  by  the  Borrower  or  any of its Subsidiaries in connection with the
Designated Acquisition including, without limitation, the Designated Acquisition
Agreement.
"TRANSACTIONS" means this Agreement (and the financing transactions evidenced by
 ------------
the  Loan  Documents)  and  the  Designated  Acquisition.
"TRANSFEREE"  is  defined  in  Section  13.5  hereof.
 ----------                    -------------
"TYPE"  means, with respect to any Loan, its nature as a Floating Rate Loan or a
 ----
Eurodollar  Rate  Loan.
"UNMATURED  DEFAULT"  means  an  event  which,  but for the lapse of time or the
 ------------------
giving  of  notice,  or  both,  would  constitute  a  Default.
 ----
The  foregoing  definitions shall be equally applicable to both the singular and
plural  forms of the defined terms.  Any accounting terms used in this Agreement
which  are  not  specifically defined herein shall have the meanings customarily
given  them  in  accordance  with  generally  accepted  accounting principles in
existence  as  of  the  date  hereof.
1.2     References.  Any references to Subsidiaries of the Borrower shall not in
        ----------
     any  way  be construed as consent by the Administrative Agent or any Lender
to  the  establishment,  maintenance or acquisition of any Subsidiary, except as
may  otherwise  be  permitted  hereunder.
ARTICLE  II:     THE  BRIDGE  TERM  LOAN  FACILITY
                 ---------------------------------
2.1     Loans.
        -----
(a)     Upon  the  satisfaction of the conditions precedent set forth in Section
                                                                         -------
5.1  each  Lender  severally and not jointly agrees, on the terms and conditions
 --
set  forth in this Agreement, to make a bridge term loan, consisting of a single
 -
draw,  on  the  Funding Date, in Dollars, to the Borrower in an aggregate amount
equal  to  such  Lender's  Pro  Rata  Share  of  the  Aggregate  Commitment.
Notwithstanding  the foregoing, on the earlier of the Funding Date (after giving
effect  to  the  foregoing draw) and April 1, 2003, the Aggregate Commitment and
each  Lender's  Commitment  shall be automatically and permanently terminated to
the  extent  of the undrawn Aggregate Commitment, as more specifically described
in  Section  2.5(b).  The  Loans  made  on  the  Funding Date shall initially be
    ---------------
Floating  Rate  Loans and thereafter may be continued as Floating Rate Loans or,
   ---
on  or  after  three  (3)  Business  Days after the Funding Date, converted into
Eurodollar  Rate  Loans  in the manner provided in Section 2.9.  Each Loan under
                                                   -----------
this  Section  2.1  shall  consist  of  Loans  made  by  each  Lender ratably in
      ------------
proportion  to  such  Lender's  respective  Pro  Rata  Share.  No  Loan shall be
     ----
reborrowed  once  repaid.
     --
(b)     Borrowing/Election  Notice.  The  Borrower  shall  deliver  to  the
        --------------------------
Administrative  Agent  a  Borrowing/Election Notice, signed by it, in accordance
        --
with  the  terms of Section 2.7.  The Administrative Agent shall promptly notify
                    -----------
each  Lender  of  such  request.
(c)     Making  of  Loans.  Promptly  after  receipt  of  the Borrowing/Election
        -----------------
Notice under Section 2.7 in respect of the Loans, the Administrative Agent shall
             -----------
notify  each Lender by telex or telecopy, or other similar form of transmission,
of  the requested Loan.  Each Lender shall make available its Loan in accordance
with  the terms of Section 2.6.  The Administrative Agent will promptly make the
                   -----------
funds  so  received  from  the  Lenders  available  to  the  Borrower  at  the
Administrative Agent's office in Chicago, Illinois on the Funding Date and shall
disburse  such  proceeds  in  accordance  with  the  Borrower's  disbursement
instructions  set  forth  in such Borrowing/Election Notice.  The failure of any
Lender  to  deposit  the amount described above with the Administrative Agent on
the Funding Date shall not relieve any other Lender of its obligations hereunder
to  make  its  Loan  on  the  Funding  Date.
2.2     Repayment  of  Loans.  The Loans shall be due and payable in full on the
        --------------------
Termination  Date.
2.3     Rate  Options for all Loans; Maximum Interest Periods.  The Loans may be
        -----------------------------------------------------
Floating Rate Loans or Eurodollar Rate Loans, or a combination thereof, selected
by  the  Borrower  in accordance with Section 2.10.  The Borrower may select, in
                                      ------------
accordance with Section 2.9, rate options and Interest Periods applicable to the
                -----------
Loans;  provided  that there shall be no more than eight (8) Interest Periods in
        --------
effect  with  respect  to  all  of  the  Loans  at  any  time.
2.4     Prepayments.
        -----------
(a)     Optional  Prepayments.  The  Borrower  may  from time to time and at any
        ---------------------
time  upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Loans in
     an  aggregate  minimum  amount  of $10,000,000 and in integral multiples of
$1,000,000  in  excess thereof.  Eurodollar Rate Loans may be voluntarily repaid
or  prepaid  prior to the last day of the applicable Interest Period, subject to
the  indemnification  provisions  contained  in  Section 4.4, provided, that the
                                                 -----------  --------
Borrower  may  not so prepay Eurodollar Rate Loans unless it shall have provided
at  least  three  (3)  Business Days' prior written notice to the Administrative
Agent  of  such  prepayment  and provided, further, that optional prepayments of
                                 --------  -------
Eurodollar  Rate  Loans  made  pursuant  to Section 2.1 with respect to the same
                                            -----------
Interest  Period  shall  be  for  the  entire  amount  of  all  such outstanding
Eurodollar  Rate  Loans.  No  optional  prepayments may be reborrowed once made.
(b)     Mandatory  Prepayments.  Upon  the  consummation of any Financing by the
        ----------------------
Borrower  or any Subsidiary, within three (3) Business Days after the Borrower's
or  any  of  its  Subsidiaries'  receipt  of  any  Net  Cash  Proceeds from such
Financing,  the Borrower shall make a mandatory prepayment of the Obligations in
an  amount  equal  to one hundred percent (100%) of such Net Cash Proceeds.  The
amount  of each such mandatory prepayment shall be applied ratably to the Loans.
On  the  date  any such prepayment is received by the Administrative Agent, such
prepayment  shall  be applied first to Floating Rate Loans and to any Eurodollar
Rate  Loans  maturing  on such date and then to subsequently maturing Eurodollar
Rate Loans.  Nothing in this Section 2.4(b) shall be construed to constitute the
                             --------------
Lenders'  consent to any Financing which is not expressly permitted by the terms
of  this  Agreement.  No  mandatory  prepayments  may  be  reborrowed once made.
2.5     Reduction  of  Commitments.
        --------------------------
(a)     Prior  to  the  Funding  Date,  the  Borrower may permanently reduce the
Aggregate  Commitment  in  whole,  or  in  part ratably among the Lenders, in an
aggregate  minimum amount of $25,000,000 and integral multiples of $5,000,000 in
excess  of  that  amount  upon  at  least three (3) Business Day's prior written
notice to the Administrative Agent, which notice shall specify the amount of any
     such  reduction.
(b)     On the earlier of the Funding Date (after giving effect to the draw made
thereon)  and  April  1,  2003,  (x)  the  undrawn Aggregate Commitment shall be
automatically  and  permanently  terminated  and  (y)  each  Lender's  undrawn
Commitment  shall  be  automatically and permanently terminated in proportion to
its  applicable  Pro  Rata  Share  of  the  Aggregate  Commitment.
All  accrued  Facility  Fees  shall  be  payable  on  the  effective date of any
termination  of  the  obligations  of the Lenders to make Loans hereunder or any
reduction  of  the  Aggregate  Commitment  on  the  amount  so  reduced.

2.6     Method  of  Borrowing.  Not  later  than 2:00 p.m. (Chicago time) on the
        ---------------------
Funding  Date,  each  Lender  shall  make  available  its  Loan,  in immediately
available  funds,  to the Administrative Agent at its address specified pursuant
to  Article  XIV.  The  Administrative  Agent  will  promptly  make the funds so
    ------------
received  from  the  Lenders  available  to  the  Borrower at the Administrative
   ---
Agent's  aforesaid  address.
   ---
2.7     Method  of  Requesting  the  Advance.  The  Borrower  shall  give  the
        ------------------------------------
Administrative  Agent  irrevocable notice in substantially the form of Exhibit B
        -                                                              ---------
hereto  (a "BORROWING/ELECTION NOTICE") not later than 11:00 a.m. (Chicago time)
on  or  before the Funding Date of the Advance specifying:  (i) the Funding Date
(which  shall  be  a Business Day) for the Advance; (ii) the aggregate amount of
the  Advance  (which  shall  not  be  more than the Aggregate Commitment at such
time);  (iii)  the Type of Advance selected (which shall be a Floating Rate Loan
in  accordance  with  the  terms  of  Section  2.1(a)).
                                      ---------------
2.8     Amount of the Advance.  The Advance shall not be more than the amount of
        ---------------------
the  Aggregate  Commitment.
2.9     Method  of  Selecting  Types  and  Interest  Periods  for Conversion and
        ------------------------------------------------------------------------
Continuation  of  Loans.
      -----------------
(A)     Right  to Convert.  The Borrower may elect from time to time, subject to
        -----------------
the  provisions  of Section 2.3 and this Section 2.9, to convert all or any part
                    -----------          -----------
of  a  Loan of any Type into any other Type or Types of Loans; provided that any
                                                               --------
conversion  of  any Eurodollar Rate Loan shall be made on, and only on, the last
day  of  the  Interest  Period  applicable  thereto.
(B)     Automatic  Conversion  and  Continuation.  Floating  Rate  Loans  shall
        ----------------------------------------
continue  as  Floating  Rate Loans unless and until such Floating Rate Loans are
repaid  or  converted  into  Eurodollar Rate Loans.  Eurodollar Rate Loans shall
continue  as Eurodollar Rate Loans until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Rate Loans shall be automatically
converted  into  Floating  Rate Loans unless the Borrower shall have repaid such
Loans  or  given  the  Administrative  Agent  a  Borrowing/Election  Notice  in
accordance  with  Section  2.9(D)  requesting  that, at the end of such Interest
                  ---------------
Period,  such  Eurodollar  Rate  Loans  continue  as  a  Eurodollar  Rate  Loan.
(C)     No  Conversion  Post-Default.  Notwithstanding  anything to the contrary
        ----------------------------
contained  in Section 2.9(A) or Section 2.9(B), no Loan may be converted into or
              --------------    --------------
continued  as  a  Eurodollar  Rate Loan (except with the consent of the Required
Lenders)  when  any  Default  has  occurred  and  is  continuing.
(D)     Borrowing/Election  Notice.  The  Borrower shall give the Administrative
        --------------------------
Agent  an irrevocable Borrowing/Election Notice of each conversion of a Floating
Rate  Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan
not  later  than  11:00 a.m. (Chicago time) three (3) Business Days prior to the
date of the requested conversion or continuation, specifying:  (i) the requested
date  (which  shall  be a Business Day) of such conversion or continuation; (ii)
the  amount  and  Type  of  the Loan to be converted or continued; and (iii) the
amount  of  Eurodollar  Rate  Loan(s) into which such Loan is to be converted or
continued,  and  the  duration  of  the  Interest  Period  applicable  thereto.
(E)     Interest  Periods.  The  Borrower shall select Interest Periods so that,
        -----------------
to  the best of the Borrower's knowledge, it will not be necessary to prepay all
or  any  portion  of  any  Eurodollar  Rate  Loan  prior  to the last day of the
applicable  Interest  Period  in order to make mandatory prepayments as required
pursuant to the terms hereof.  Each Floating Rate Loan and all Obligations other
than  Loans and the Facility Fee shall bear interest from and including the date
of  the  making  of  such Loan, in the case of Floating Rate Loans, and the date
such  Obligation is due and owing in the case of such other Obligations, to (but
not  including)  the  date  of  repayment  thereof  at  the Alternate Base Rate,
changing  when  and as such Alternate Base Rate changes.  Changes in the rate of
interest  on  that  portion  of the Loans maintained as Floating Rate Loans will
take  effect  simultaneously  with each change in the Alternate Base Rate.  Each
Eurodollar Rate Loan shall bear interest from and including the first day of the
Interest  Period  applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such Eurodollar
Rate  Loan,  changing  when  and  as  the  Applicable Margin changes or when the
Supplemental  Margin  is  in  effect.  Changes  in  the rate of interest on that
portion  of  the  Loans  maintained  as  Eurodollar  Rate Loans will take effect
simultaneously  with  each change in the Applicable Margin or the implementation
of  the  Supplemental  Margin.
2.10     Default  Rate.  After  the  occurrence  and during the continuance of a
         -------------
Default,  the Administrative Agent or the Required Lenders may, at their option,
by  notice  to the Borrower declare that, (a) the interest rate(s) applicable to
the Obligations (other than Eurodollar Rate Loans and the Facility Fee) shall be
     equal  to  the Alternate Base Rate, changing as and when the Alternate Base
Rate  changes,  or,  for  Eurodollar Rate Loans the then highest Eurodollar Rate
(utilizing  the  highest Applicable Margin in effect from time to time), in each
case,  plus  two  percent (2.00%) per annum for all Loans and other Obligations,
       ----
and  (b)  the  Facility  Fee  shall  be  calculated using the highest Applicable
Facility  Fee  Percentage;  provided,  that  after the occurrence and during the
                            --------
continuance  of  a  Default under Sections 8.1(F), (G) or (I), the interest rate
                                  ---------------- ---    ---
described in clause (a) above and the Facility Fee described in clause (b) above
             ----------                                         ----------
shall  be  applicable  without  any  election  or  action  on  the  part  of the
Administrative  Agent  or  any  other  Lender.
2.11     Method  of  Payment.  All  payments  of  principal,  interest, fees and
         -------------------
commissions  hereunder shall be made, without setoff, deduction or counterclaim,
in immediately available funds to the Administrative Agent at the Administrative
Agent's  address  specified  pursuant  to  Article  XIV, or at any other Lending
                                           ------------
Installation  of  the  Administrative  Agent  specified  in  writing  by  the
Administrative  Agent  to  the Borrower, by 2:00 p.m. (Chicago time) on the date
when  due and shall be made ratably among the Lenders (unless such amount is not
to  be  shared  ratably  in  accordance  with  the  terms hereof).  Each payment
delivered  to  the  Administrative  Agent for the account of any Lender shall be
delivered  promptly  by the Administrative Agent to such Lender in the same type
of  funds  which  the  Administrative  Agent  received  at its address specified
pursuant  to  Article  XIV  or at any Lending Installation specified in a notice
              ------------
received  by the Administrative Agent from such Lender.  The Borrower authorizes
the  Administrative  Agent to charge the account of the Borrower maintained with
Bank  One  for  each  payment of principal, interest, fees and commissions as it
becomes  due  hereunder.
2.12     Evidence  of  Debt.
         ------------------
(a)     Each  Lender  shall  maintain  in  accordance with its usual practice an
account  or  accounts  (a  "LOAN  ACCOUNT")  evidencing  the indebtedness of the
                            -------------
Borrower  to  such  Lender owing to such Lender from time to time, including the
amounts  of  principal and interest payable and paid to such Lender from time to
time  hereunder.
(b)     The  Register maintained by the Administrative Agent pursuant to Section
                                                                         -------
13.3(C)  shall  include  a  control  account,  and a subsidiary account for each
-------
Lender,  in  which  accounts (taken together) shall be recorded (i) the date and
-----
the  amount  of  each  Loan  made  hereunder,  the Type thereof and the Interest
--
Period, if any, applicable thereto, (ii) the amount of any principal or interest
--
due  and  payable  or to become due and payable from the Borrower to each Lender
hereunder,  (iii)  the  effective  date  and amount of each Assignment Agreement
delivered  to  and  accepted  by  it and the parties thereto pursuant to Section
                                                                         -------
13.3,  (iv) the amount of any sum received by the Administrative Agent hereunder
for  the  account  of  the  Lenders and each Lender's share thereof, and (v) all
other  appropriate  debits and credits as provided in this Agreement, including,
without  limitation,  all  fees,  charges,  expenses  and  interest.
(c)     The  entries  made  in  the  Loan  Account,  the  Register and the other
accounts  maintained pursuant to subsections (a) or (b) of this Section shall be
                                 ---------------    ---
conclusive  and  binding  for  all  purposes,  absent manifest error, unless the
Borrower  objects to information contained in the Loan Accounts, the Register or
the  other  accounts  within  thirty (30) days of the Borrower's receipt of such
information; provided that the failure of any Lender or the Administrative Agent
             --------
to  maintain  such  accounts or any error therein shall not in any manner affect
the  obligation  of the Borrower to repay the Loans in accordance with the terms
of  this  Agreement.
(d)     Any  Lender  may  request  that  the  Loans made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute and deliver
to  such  Lender  a  promissory note for such Loans payable to the order of such
Lender  and  in  a  form  approved by the Administrative Agent in its reasonable
discretion  and  consistent  with  the terms of this Agreement.  Thereafter, the
Loans  evidenced by such promissory note and interest thereon shall at all times
(including  after  assignment pursuant to Section 13.3) be represented by one or
                                          ------------
more  promissory  notes  in  such  form  payable to the order of the payee named
therein.
2.13     Telephonic  Notices.  The  Borrower  authorizes  the  Lenders  and  the
         -------------------
Administrative  Agent  to  extend,  convert  or  continue  the  Advance,  effect
selections  of  Types of Loans and to transfer funds based on telephonic notices
made  by  any  person  or persons the Administrative Agent or any Lender in good
faith  believes  to be acting on behalf of the Borrower.  The Borrower agrees to
deliver  promptly  to the Administrative Agent a written confirmation, signed by
an  Authorized  Officer, if such confirmation is requested by the Administrative
Agent  or  any  Lender,  of each telephonic notice.  If the written confirmation
differs  in  any  material  respect  from the action taken by the Administrative
Agent  and  the Lenders, the records of the Administrative Agent and the Lenders
with  respect  to such telephonic notice shall govern absent manifest error.  In
case  of  disagreement  concerning such notices, if the Administrative Agent has
recorded  telephonic  Borrowing/Election  Notices,  such recordings will be made
available  to  the  Borrower  upon  the  Borrower's  request  therefor.
2.14     Promise  to  Pay;  Interest  and Facility Fees; Interest Payment Dates;
         -----------------------------------------------------------------------
Interest  and  Fee  Basis;  Loan  and  Control  Accounts.
   -----------------------------------------------------
(A)     Promise  to  Pay.  The Borrower unconditionally promises to pay when due
        ----------------
the  principal amount of each Loan and all other Obligations incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
     Agreement  and  the  other  Loan  Documents.
(B)     Interest  Payment  Dates.  Interest  accrued  on each Floating Rate Loan
        ------------------------
shall  be  payable  on each Payment Date, commencing with the first such date to
occur  after  the date hereof and on any date on which the Floating Rate Loan is
prepaid, whether by acceleration or otherwise (including at maturity).  Interest
accrued  on  each  Eurodollar  Rate Loan shall be payable on the last day of its
applicable  Interest  Period,  on  any date on which the Eurodollar Rate Loan is
prepaid,  whether  by  acceleration  or  otherwise,  and  at maturity.  Interest
accrued on each Eurodollar Rate Loan having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such  Interest  Period.  Interest  accrued on the principal balance of all other
Obligations  shall  be  payable  in arrears (i) on the last day of each calendar
quarter,  commencing  on  the  first  such  day following the incurrence of such
Obligation,  (ii)  upon  repayment  thereof in full or in part, and (iii) if not
theretofore  paid  in  full,  at  the time such other Obligation becomes due and
payable  (whether  by  acceleration  or  otherwise).
(C)     Facility  Fees  and Administrative Agent's Fees.  The Borrower shall pay
        -----------------------------------------------
to  the  Administrative Agent, for the account of the Lenders in accordance with
their  Pro  Rata  Shares,  from and after the Closing Date until the Termination
Date,  a facility fee (the "FACILITY FEE") accruing at the per annum rate of the
then  Applicable  Facility  Fee Percentage, on the Aggregate Commitment (whether
used  or  unused)  (or  from and after the Funding Date, the aggregate principal
amount  of  all  Loans).  All  such  Facility Fees payable under this clause (C)
                                                                      ----------
shall  be  payable quarterly in arrears on each Payment Date occurring after the
Closing  Date  (with the first such payment being calculated for the period from
the  Closing  Date  and  ending  on  March 31, 2003 and on the Termination Date.
(D)     Interest  and  Fee  Basis; Applicable Margin and Applicable Facility Fee
        ------------------------------------------------------------------------
Percentage.
  --------
(i)     Interest  accrued  on  Eurodollar Rate Loans, Facility Fees and Floating
Rate  Loans  where the basis for calculation is the Federal Funds Effective Rate
shall  be calculated for actual days elapsed on the basis of a year of 360 days,
and  interest  accrued on Floating Rate Loans where the basis for calculation is
the  Prime  Rate  shall  be calculated for actual days elapsed on the basis of a
year  of  365, or when appropriate 366, days.  Interest shall be payable for the
day  an  Obligation is incurred but not for the day of any payment on the amount
paid  if  payment  is received prior to 2:00 p.m. (Chicago time) at the place of
payment.  If any payment of principal of or interest on a Loan or any payment of
     any  other  Obligations  shall  become due on a day which is not a Business
Day,  such payment shall be made on the next succeeding Business Day and, in the
case  of  a  principal  payment,  such  extension  of  time shall be included in
computing  interest,  fees  and  commissions  in  connection  with such payment.
(ii)     The  Applicable  Margin and Applicable Facility Fee Percentage shall be
determined  from  time  to  time  by reference to the table set forth in Section
2.14(D)  of  the  Existing  5-Year  Credit  Agreement  on  the basis of the then
applicable  "Leverage  Ratio"  (as defined therein) and shall be adjusted as and
when  required  by  the  Existing  5-Year  Credit  Agreement.
2.15     Notification  of the Advance, Interest Rates, Prepayments and Aggregate
         -----------------------------------------------------------------------
Commitment Reductions.  Promptly after receipt thereof, the Administrative Agent
---------------------
     will  notify  each  Lender  of  the  contents  of each Aggregate Commitment
reduction  notice, Borrowing/Election Notice and repayment notice received by it
hereunder.  The  Administrative  Agent  will  notify each Lender of the interest
rate applicable to each Eurodollar Rate Loan promptly upon determination of such
interest  rate  and  will  give  each Lender prompt notice of each change in the
Alternate  Base  Rate.
2.16     Lending  Installations.  Each  Lender may book its Loans at any Lending
         ----------------------
Installation  selected  by  such  Lender and may change its Lending Installation
from  time to time.  All terms of this Agreement shall apply to any such Lending
Installation.  Subject  to  the  provisions  of Section 4.6, each Lender may, by
                                                -----------
written  or  facsimile  notice  to  the  Administrative  Agent and the Borrower,
designate  a Lending Installation through which Loans will be made by it and for
whose  account  Loan  payments  are  to  be  made.
2.17     Non-Receipt  of Funds by the Administrative Agent.  Unless the Borrower
         -------------------------------------------------
or  a Lender, as the case may be, notifies the Administrative Agent prior to the
date on which it is scheduled to make payment to the Administrative Agent of (i)
in  the  case  of  a  Lender,  the proceeds of a Loan or (ii) in the case of the
Borrower,  a  payment of principal, interest or fees to the Administrative Agent
for  the  account  of the Lenders, that it does not intend to make such payment,
the  Administrative  Agent  may  assume  that  such  payment has been made.  The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment  available  to  the intended recipient in reliance upon such assumption.
If  such  Lender  or the Borrower, as the case may be, has not in fact made such
payment  to  the  Administrative  Agent, the recipient of such payment shall, on
demand by the Administrative Agent, repay to the Administrative Agent the amount
so  made  available together with interest thereon in respect of each day during
the  period  commencing  on  the  date  such amount was so made available by the
Administrative  Agent  until  the  date  the  Administrative Agent recovers such
amount  at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal  Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower,  the  interest  rate  applicable  to  the  relevant  Loan.
2.18     Termination  Date.  This  Agreement  shall  be  effective  until  the
         -----------------
Termination  Date.  Notwithstanding the termination of this Agreement, until all
of the Obligations (other than contingent indemnity obligations) shall have been
fully  and indefeasibly paid and satisfied in cash (to the full extent that such
Obligations  are  payable  in  cash)  and  all  financing arrangements among the
Borrower  and  the  Lenders  shall  have  been terminated, all of the rights and
remedies  under  this  Agreement  and  the  other  Loan Documents shall survive.
2.19     Replacement  of  Certain  Lenders.  In  the  event  a Lender ("AFFECTED
         ---------------------------------
LENDER")  shall  have:  (i)  failed  to  fund  its Pro Rata Share of the Advance
requested  by  the  Borrower,  which  such Lender is obligated to fund under the
terms  of  this  Agreement  and which failure has not been cured, (ii) requested
compensation  from the Borrower under Sections 4.1, 4.2 or 4.5 to recover Taxes,
                                      ------------  ---    ---
Other  Taxes  or  other  additional  costs incurred by such Lender which are not
being incurred generally by the other Lenders, (iii) delivered a notice pursuant
to  Section  4.3  claiming  that such Lender is unable to extend Eurodollar Rate
    ------------
Loans  to the Borrower for reasons not generally applicable to the other Lenders
or  (iv)  has  invoked Section 10.2, then, in any such case, the Borrower or the
                       ------------
Administrative  Agent  may  make  written demand on such Affected Lender (with a
copy  to  the Administrative Agent in the case of a demand by the Borrower and a
copy  to  the  Borrower in the case of a demand by the Administrative Agent) for
the  Affected  Lender to assign, and such Affected Lender shall use commercially
reasonable  efforts  to  assign pursuant to one or more duly executed Assignment
Agreements  five (5) Business Days after the date of such demand, to one or more
financial institutions that comply with the provisions of Section 13.3 which the
                                                          ------------
Borrower or the Administrative Agent, as the case may be, shall have engaged for
such  purpose  ("REPLACEMENT  LENDER"), all of such Affected Lender's rights and
obligations  under  this  Agreement  and  the  other  Loan Documents (including,
without  limitation,  its  Commitment  and  all Loans owing to it) in accordance
with Section 13.3.  The Administrative Agent agrees, upon the occurrence of such
     ------------
events  with  respect  to an Affected Lender and upon the written request of the
Borrower,  to  use  its reasonable efforts to obtain the commitments from one or
more  financial institutions to act as a Replacement Lender.  The Administrative
Agent  is  authorized  to  execute  one or more of such Assignment Agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within  five  (5)  Business  Days  after the date of such demand.  Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other  Loan  Document,  including, without limitation, the aggregate outstanding
principal  amount  of  the  Loans  owed  to  such  Lender, together with accrued
interest  thereon  through  the  date  of such assignment, amounts payable under
Sections  4.1, 4.2 and 4.5 with respect to such Affected Lender and compensation
    ---------  ---     ---
payable  under  Section  2.14(C) in the event of any replacement of any Affected
                ---------------
Lender  under  clause  (ii)  or clause (iii) of this Section 2.19; provided that
                                                     ------------
upon  such Affected Lender's replacement, such Affected Lender shall cease to be
a  party  hereto  but  shall continue to be entitled to the benefits of Sections
                                                                        --------
4.1,  4.2,  4.4,  4.5  and  10.7, as well as to any fees accrued for its account
      ---   ---   ---       ----
hereunder  and  not  yet  paid, and shall continue to be obligated under Section
                                                                         -------
11.8  with  respect  to  losses,  obligations,  liabilities, damages, penalties,
   -
actions, judgements, costs, expenses or disbursements for matters which occurred
   -
prior  to the date the Affected Lender is replaced.  Upon the replacement of any
Affected  Lender  pursuant  to  this Section 2.19, the provisions of Section 9.2
                                     ------------                    -----------
shall  continue  to  apply with respect to Loans which are then outstanding with
respect to which the Affected Lender failed to fund its Pro Rata Share and which
failure  has  not  been  cured.
ARTICLE  III:     [RESERVED]
                  ==========
ARTICLE  IV:     YIELD  PROTECTION;  TAXES
4.1     Yield  Protection.  If,  on  or  after  the  date of this Agreement, the
        -----------------
adoption  of any law or any governmental or quasi-governmental rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change  in  the  interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
     interpretation  or  administration  thereof, or compliance by any Lender or
applicable  Lending  Installation  with any request or directive (whether or not
having  the  force  of  law)  of  any such authority, central bank or comparable
agency:
(i)     subjects any Lender or any applicable Lending Installation to any Taxes,
     or  changes  the  basis of taxation of payments (other than with respect to
Excluded  Taxes)  to  any  Lender  in  respect  of  its  Loans,  or
(ii)     imposes  or  increases  or  deems  applicable  any reserve, assessment,
insurance  charge,  special  deposit  or  similar requirement against assets of,
deposits  with  or  for the account of, or credit extended by, any Lender or any
applicable  Lending Installation (other than reserves and assessments taken into
account  in  determining the interest rate applicable to Eurodollar Rate Loans),
or
(iii)     imposes  any  other  condition  the result of which is to increase the
cost  to any Lender or any applicable Lending Installation of making, funding or
maintaining  its  Loans  or  reduces  any amount receivable by any Lender or any
applicable  Lending  Installation  in connection with its Loans, or requires any
Lender  or any applicable Lending Installation to make any payment calculated by
reference  to  the amount of Loans held or interest received by it, by an amount
deemed  material  by  such  Lender,
and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Loans or Commitment
or  to  reduce  the  return  received  by  such  Lender  or  applicable  Lending
Installation  in  connection with such Loans or Commitment, then, within fifteen
(15)  days  of  demand  by  such Lender, the Borrower shall pay such Lender such
additional  amount  or amounts as will compensate such Lender for such increased
cost  or  reduction  in  amount  received.
     Notwithstanding the foregoing provisions of this Section 4.1, if any Lender
                                                      -----------
fails  to  notify  the  Borrower of any event or circumstance which will entitle
such Lender to compensation pursuant to this Section 4.1 within ninety (90) days
                                             -----------
after  such  Lender  obtains  knowledge of such event or circumstance, then such
Lender  shall  not  be entitled to compensation from the Borrower for any amount
arising  prior  to  the  date which is ninety (90) days before the date on which
such  Lender  notifies  the  Borrower  of  such  event  or  circumstance.
4.2     Changes  in  Capital  Adequacy  Regulations.  If a Lender determines the
        -------------------------------------------
amount  of  capital  required  or  expected to be maintained by such Lender, any
Lending  Installation  of such Lender or any corporation controlling such Lender
is  increased  as a result of a Change, then, within fifteen (15) days of demand
by  such  Lender,  the  Borrower  shall  pay such Lender the amount necessary to
compensate  for  any  shortfall  in  the  rate  of return on the portion of such
increased  capital  which  such  Lender reasonably determines is attributable to
this Agreement, its Loans or its Commitment hereunder (after taking into account
     such  Lender's  customary policies as to capital adequacy).  "CHANGE" means
(i)  any  change  after  the  date  of  this Agreement in the Risk-Based Capital
Guidelines  or  (ii) any adoption of or change in any other law, governmental or
quasi-governmental  rule,  regulation,  policy,  guideline,  interpretation,  or
directive  (whether  or  not  having  the  force  of law) after the date of this
Agreement  which  affects  the  amount  of  capital  required  or expected to be
maintained  by  any  Lender  or  any  Lending  Installation  or  any corporation
controlling  any  Lender.  "RISK-BASED  CAPITAL  GUIDELINES"  means  (i)  the
risk-based capital guidelines in effect in the United States on the date of this
Agreement,  including  transition  rules,  and  (ii)  the  corresponding capital
regulations  promulgated  by  regulatory  authorities  outside the United States
implementing  the  July 1988 report of the Basle Committee on Banking Regulation
and  Supervisory  Practices  Entitled  "International  Convergence  of  Capital
Measurements  and  Capital  Standards,"  including  transition  rules,  and  any
amendments  to  such  regulations  adopted  prior to the date of this Agreement.
4.3     Availability  of  Types  of  Loans.  If  any  Lender  determines  that
        ----------------------------------
maintenance  of  its  Eurodollar  Rate  Loans at a suitable Lending Installation
        -
would violate any applicable law, rule, regulation, or directive, whether or not
having  the force of law, or if the Required Lenders determine that (i) deposits
of  a  type and maturity appropriate to match fund Eurodollar Rate Loans are not
available or (ii) the interest rate applicable to Eurodollar Rate Loans does not
accurately reflect the cost of making or maintaining Eurodollar Rate Loans, then
the Administrative Agent shall suspend the availability of Eurodollar Rate Loans
and  require  any  affected  Eurodollar  Rate Loans to be repaid or converted to
Floating  Rate  Loans,  subject  to  the  payment of any funding indemnification
amounts  required  by  Section  4.4.
                       ------------
4.4     Funding  Indemnification.  If  any  payment  of  a  Eurodollar Rate Loan
        ------------------------
occurs  on  a  date which is not the last day of the applicable Interest Period,
whether  because  of acceleration, prepayment or otherwise, or a Eurodollar Rate
Loan is not made on the date specified by the Borrower for any reason other than
default  by the Lenders, the Borrower will indemnify each Lender for any loss or
cost  incurred  by it resulting therefrom (excluding loss of margin), including,
without  limitation,  any  loss  or  cost  in  liquidating or employing deposits
acquired  to  fund  or  maintain  such  Eurodollar  Rate  Loan.
4.5     Taxes.
        -----
(i)     All  payments by the Borrower to or for the account of any Lender or the
Administrative Agent hereunder or under any of the other Loan Documents shall be
     made free and clear of and without deduction for any and all Taxes.  If the
Borrower  shall be required by law to deduct any Taxes from or in respect of any
sum  payable  hereunder  to  any Lender or the Administrative Agent, (a) the sum
payable  shall  be  increased  as  necessary  so  that after making all required
deductions  (including  deductions  applicable  to additional sums payable under
this  Section  4.5) such Lender or the Administrative Agent (as the case may be)
      ------------
receives  an  amount  equal  to  the  sum  it  would  have  received had no such
deductions  been  made,  (b)  the  Borrower  shall make such deductions, (c) the
Borrower  shall  pay  the  full  amount  deducted  to  the relevant authority in
accordance  with  applicable  law  and  (d)  the  Borrower  shall furnish to the
Administrative  Agent  the original copy of a receipt evidencing payment thereof
within  thirty  (30)  days  after  such  payment  is  made.  Such  Lender or the
Administrative  Agent, as the case may be, shall promptly reimburse the Borrower
for such payments to the extent such Lender or the Administrative Agent receives
actual  knowledge  that  it  has  received  any  tax  credit or other benefit in
connection with such tax payments and that such tax credit or benefit is clearly
attributable  to  this  Agreement.
(ii)     In  addition,  the  Borrower hereby agrees to pay any present or future
stamp  or  documentary  taxes and any other excise or property taxes, charges or
similar  levies  which  arise  from  any  payment  made  hereunder  or under any
promissory  note  issued  hereunder  or  from  the  execution or delivery of, or
otherwise  with  respect  to,  this  Agreement  or  any  promissory  note issued
hereunder  ("OTHER  TAXES").
(iii)     The  Borrower  hereby agrees to indemnify the Administrative Agent and
each  Lender  for  the  full  amount of Taxes or Other Taxes (including, without
limitation,  any  Taxes  or  Other  Taxes  imposed on amounts payable under this
Section  4.5)  paid by the Administrative Agent or such Lender and any liability
     -------
(including  penalties,  interest and expenses) arising therefrom or with respect
thereto.  Payments  due  under  this indemnification shall be made within thirty
(30)  days  of  the  date  the  Administrative Agent or such Lender makes demand
therefor  pursuant  to  Section  4.6.
                        ------------
(iv)     Each  Lender  that  is  not  incorporated  under the laws of the United
States  of  America or a state thereof (each a "NON-U.S. LENDER") agrees that it
will,  not  less  than  ten (10) Business Days after the date of this Agreement,
deliver  to  each  of  the Borrower and the Administrative Agent a United States
Internal  Revenue  Form  W-8  or  W-9,  as  the  case may be, and deliver to the
Administrative Agent two duly completed copies of United States Internal Revenue
Forms  W-8BEN  or  W-8ECI,  certifying  in either case that it is entitled to an
exemption  from  United  States  backup  withholding  tax.  Each Non-U.S. Lender
further  undertakes  to  deliver  to each of the Borrower and the Administrative
Agent  (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by  it,  such  additional  forms  or  amendments  thereto  as  may be reasonably
requested  by the Borrower or the Administrative Agent.  All forms or amendments
described  in  the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United  States  federal  income  taxes,  unless  an  event  (including  without
limitation  any  change  in treaty, law or regulation) has occurred prior to the
date  on  which  any such delivery would otherwise be required which renders all
such  forms inapplicable or which would prevent such Lender from duly completing
and  delivering  any  such  form or amendment with respect to it and such Lender
advises  the  Borrower  and  the  Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal
income  tax.
(v)     For  any period during which a Non-U.S. Lender has failed to provide the
Borrower  with  an  appropriate form pursuant to clause (iv), above (unless such
                                                 -----------
failure  is  due  to a change in treaty, law or regulation, or any change in the
interpretation  or  administration  thereof  by  any  governmental  authority,
occurring  subsequent  to the date on which a form originally was required to be
provided),  such  Non-U.S. Lender shall not be entitled to indemnification under
this  Section  4.5  with respect to Taxes imposed by the United States; provided
      ------------                                                      --------
that,  should  a  Non-U.S. 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 under clause (iv), above, the Borrower shall take
                                     -----------
such steps as such Non-U.S. Lender shall reasonably request (without cost to the
Borrower)  to  assist  such  Non-U.S.  Lender  to  recover  such  Taxes.
(vi)     Any  Lender  that  is  entitled  to  an  exemption from or reduction of
withholding  tax with respect to payments under this Agreement or any promissory
note  issued  hereunder  pursuant to the law of any relevant jurisdiction or any
treaty  shall deliver to the Borrower (with a copy to the Administrative Agent),
at  the  time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to  be  made  without  withholding  or  at  a  reduced  rate.
(vii)     If  the  U.S.  Internal  Revenue  Service  or  any  other governmental
authority of the United States or any other country or any political subdivision
thereof  asserts a claim that the Administrative Agent did not properly withhold
tax  from  amounts  paid  to  or  for  the  account  of  any Lender (because the
appropriate  form  was  not delivered or properly completed, because such Lender
failed  to  notify  the  Administrative Agent of a change in circumstances which
rendered  its  exemption  from  withholding ineffective, or for any other reason
other  than  as  a  result  of the gross negligence or willful misconduct of the
Administrative  Agent),  such  Lender  shall  indemnify the Administrative Agent
fully  for all amounts paid, directly or indirectly, by the Administrative Agent
as  tax,  withholding  therefor, or otherwise, including penalties and interest,
and  including  taxes  imposed  by  any  jurisdiction  on amounts payable to the
Administrative Agent under this subsection, together with all costs and expenses
related  thereto (including attorneys fees and time charges of attorneys for the
Administrative  Agent,  which  attorneys  may be employees of the Administrative
Agent).  The  obligations  of  the  Lenders  under  this  Section 4.5(vii) shall
                                                          ----------------
survive  the  payment  of  the  Obligations  and  termination of this Agreement.
4.6     Lender  Statements;  Survival  of  Indemnity.  To  the extent reasonably
        --------------------------------------------
possible,  each  Lender  shall  designate an alternate Lending Installation with
respect  to its Eurodollar Rate Loans to reduce any liability of the Borrower to
such  Lender  under  Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of
                     ------------  ---     ---
Eurodollar  Rate Loans under Section 4.3, so long as such designation is not, in
                             -----------
the  reasonable  judgment  of such Lender, disadvantageous to such Lender.  Each
Lender  shall deliver a written statement of such Lender to the Borrower (with a
copy  to  the  Administrative Agent) as to the amount due, if any, under Section
                                                                         -------
4.1,  4.2,  4.4  or  4.5.  Such  written statement shall set forth in reasonable
  -   ---   ---      ---
detail  the calculations upon which such Lender determined such amount and shall
  -
be  final,  conclusive  and  binding  on the Borrower in the absence of manifest
error.  Determination  of amounts payable under such Sections in connection with
a  Eurodollar  Rate  Loan  shall  be calculated as though each Lender funded its
Eurodollar  Rate Loan through the purchase of a deposit of the type and maturity
corresponding  to  the deposit used as a reference in determining the Eurodollar
Rate  applicable  to  such  Loan,  whether  in fact that is the case or not, and
without  regard to loss of margin.  Unless otherwise provided herein, the amount
specified  in  the  written  statement  of any Lender shall be payable on demand
after receipt by the Borrower of such written statement.  The obligations of the
     Borrower  under Sections 4.1, 4.2, 4.4 and 4.5 shall survive payment of the
                     ------------  ---  ---     ---
Obligations  and  termination  of  this  Agreement.
ARTICLE  V:     CONDITIONS  PRECEDENT
                ---------------------
5.1     Funding  Date.  The  Lenders  shall  not be required to make the Advance
        -------------
unless  the  Borrower  has  furnished  to  the  Administrative Agent each of the
following,  with  sufficient copies for the Lenders on or before March 31, 2003,
all  in  form  and  substance  satisfactory  to  the  Administrative  Agent, the
Syndication  Agent  and  the  Lenders:
(1)     Copies  of  the Certificate of Incorporation of the Borrower and each of
the  Subsidiary Guarantors (collectively, the "LOAN PARTIES"), together with all
amendments and a certificate of good standing, both certified by the appropriate
     governmental  officer  in  its  jurisdiction  of  incorporation;
(2)     Copies, certified by the Secretary or Assistant Secretary of each of the
Loan  Parties,  of  its  By-Laws and of its Board of Directors' resolutions (and
resolutions  of  other  bodies,  if  any are deemed necessary by counsel for any
Lender)  authorizing  the  execution  of  the Loan Documents entered into by it;
(3)     An  incumbency  certificate,  executed  by  the  Secretary  or Assistant
Secretary  of  each  of the Loan Parties, which shall identify by name and title
and  bear  the  signature of the officers of the Loan Parties authorized to sign
the  Loan  Documents  and  the  officers  of  the  Borrower  authorized  to make
borrowings  hereunder,  upon  which certificate the Lenders shall be entitled to
rely until informed of any change in writing by the Borrower; provided, that any
                                                              --------
officer  who  will  neither  be  a signatory to this Agreement nor an individual
requesting  borrowings  hereunder,  shall be permitted to deliver a facsimile of
such  officer's  signature  in  satisfaction  of  this  Section  5.1(3);
                                                        ---------------
(4)     A  Certificate, in form and substance satisfactory to the Administrative
Agent,  signed  by  the Chief Financial Officer of the Borrower, stating that on
the  Funding  Date,  both  before  and  after  giving  effect  to the Designated
Acquisition  and  the  Advance, (a) all of the representations in this Agreement
are  true  and  correct  in  all  material  respects and no Default or Unmatured
Default  has  occurred  and is continuing or would result after giving effect to
the  Designated  Acquisition  or  the Advance and (b) no "Default" or "Unmatured
Default"  has  occurred  and is continuing under and as defined in either of the
Existing Credit Agreements or would result after giving effect to the Designated
Acquisition  or  the  Advance;
(5)     The  written  opinion  of  the  Loan  Parties' counsel, addressed to the
Administrative  Agent and the Lenders, in substantially the form attached hereto
as  Exhibit  D  and  containing assumptions and qualifications acceptable to the
    ----------
Administrative  Agent  and  the  Lenders  and an opinion of counsel delivered in
connection  with  the Designated Acquisition, in form and substance satisfactory
to  the Administrative Agent and the Lenders, with respect to the enforceability
of  the  Designated Acquisition Agreement and compliance by the Borrower and its
Subsidiaries  with  all  applicable  laws  in  connection  with  the  Designated
Acquisition;
(6)     Evidence  satisfactory  to  the  Administrative  Agent  that  (i)  all
conditions precedent to the consummation of the Designated Acquisition have been
satisfied  or  waived  by  the  Borrower  and  all  of  the  representations and
warranties  in the Designated Acquisition Agreement are accurate in all material
respects as of the date on which the Designated Acquisition is consummated; (ii)
the  Designated  Acquisition has been approved by all necessary corporate action
of  the Borrower's, the Seller's and the Acquired Business's Board of Directors;
(iii) the Designated Acquisition Agreement includes a condition precedent to the
consummation  of  the  Designated Acquisition providing that no material adverse
change  shall  have occurred with respect to the Seller or the Acquired Business
since  December  31, 2001; (iv) all required U.S. governmental approvals related
to  the  Designated  Acquisition have been obtained and all related filings made
and  any  applicable  waiting  periods  shall  have  expired or been terminated,
including  those prescribed by the Hart-Scott-Rodino Antitrust Improvements Act,
as  amended;  and  (v)  the Designated Acquisition shall close contemporaneously
with  the  funding  under  this  Agreement;  and
(7)     Written  money  transfer  instructions  reasonably  requested  by  the
Administrative  Agent,  addressed  to  the Administrative Agent and signed by an
Authorized  Officer.
In  addition  to  the  foregoing,  the Lenders shall not be required to make the
Advance  unless  on  the Funding Date, both before and after taking into account
the  proposed  borrowing,  there  exists  no  Default or Unmatured Default.  The
Borrowing/Election  Notice  with  respect  to  the  Advance  shall  constitute a
representation  and warranty by the Borrower that the condition described in the
immediately  preceding  sentence  has  been  satisfied.
5.2     Closing Date.  This Agreement shall not be effective unless the Borrower
        ------------
     has  furnished  to  the  Administrative  Agent  each of the following, with
sufficient copies for the Lenders, all in form and substance satisfactory to the
Administrative  Agent,  the  Syndication  Agent  and  the  Lenders:
(a)     Signature  pages  or  counterparts  to  each  of  this Agreement and the
Subsidiary  Guaranty  (and  the  Administrative Agent, the Syndication Agent and
each  Lender  shall  have  delivered  their  respective  signature pages to this
Agreement);  and
(b)     A  Certificate, in form and substance satisfactory to the Administrative
Agent,  signed  by the Executive Vice President - Chief Financial Officer of the
Borrower,  stating  that  on  the  Closing  Date all the representations in this
Agreement made by the Borrower are true and correct in all material respects and
no  Default  or  Unmatured  Default  has  occurred  and  is  continuing.
ARTICLE  VI:     REPRESENTATIONS  AND  WARRANTIES
                 --------------------------------
     In  order  to induce the Administrative Agent and the Lenders to enter into
this  Agreement  and  to  make  the Loans and the other financial accommodations
hereunder, the Borrower hereby represents and warrants as follows to each Lender
and  the  Administrative  Agent as of the Closing Date, the Funding Date (giving
effect  to  the consummation of the transactions contemplated by the Transaction
Documents),  and  thereafter on each date as required hereunder (other than with
respect  to  Section  6.5  which  shall  only  be made by the Borrower as of the
             ------------
Closing Date and Section 6.18 which shall only be made by the Borrower as of the
                 ------------
Funding  Date):
6.1     Organization;  Corporate  Powers.  The  Borrower  and  each  of  its
        --------------------------------
Subsidiaries  (i)  is  a  corporation, limited liability company, partnership or
        --
other  commercial  entity  duly organized, validly existing and in good standing
under  the  laws of the jurisdiction of its organization, (ii) is duly qualified
to  do  business  as  a foreign entity and is in good standing under the laws of
each jurisdiction in which failure to be so qualified and in good standing could
     reasonably be expected to have a Material Adverse Effect, and (iii) has all
requisite  power  and authority to own, operate and encumber its property and to
conduct  its  business  as  presently conducted and as proposed to be conducted.
6.2     Authority.
        ---------
(A)     The  Borrower  and  each of its Subsidiaries has the requisite power and
authority  to  execute,  deliver  and  perform each of the Transaction Documents
which are to be executed by it in connection with the Transactions or which have
     been  executed  by  it  as  required  by  this Agreement and the other Loan
Documents  and  (ii) to file the Transaction Documents which must be filed by it
in  connection  with the Transactions or which have been filed by it as required
by  this  Agreement, the other Loan Documents or otherwise with any Governmental
Authority.
(B)     The  execution, delivery, performance and filing, as the case may be, of
each  of  the  Relevant Transaction Documents which must be executed or filed by
the  Borrower  or any of its Subsidiaries in connection with the Transactions or
which  have been executed or filed as required by this Agreement, the other Loan
Documents  or  otherwise and to which the Borrower or any of its Subsidiaries is
party,  and the consummation of the transactions contemplated thereby, have been
duly  approved  by  the  respective  boards  of directors and, if necessary, the
shareholders  of  the Borrower and its Subsidiaries, and such approvals have not
been  rescinded.  No  other action or proceedings on the part of the Borrower or
its  Subsidiaries  are  necessary  to  consummate  such  transactions.
(C)     Each  of the Relevant Transaction Documents to which the Borrower or any
of  its  Subsidiaries  is a party has been duly executed, delivered or filed, as
the  case may be, by it and constitutes its legal, valid and binding obligation,
enforceable  against  it  in accordance with its terms (except as enforceability
may  be  limited  by  bankruptcy,  insolvency,  or  similar  laws  affecting the
enforcement  of creditors' rights generally and by general equitable principles,
including  concepts  of reasonableness, materiality, good faith and fair dealing
and  the  possible  unavailability of specific performance, injunctive relief or
other equitable remedies (whether enforcement is sought by proceedings in equity
or  at  law)), is in full force and effect (other than as a result of expiration
in accordance with its terms) and no material term or condition thereof has been
amended,  modified  or  waived  from  the  terms and conditions contained in the
Relevant Transaction Documents delivered to the Administrative Agent pursuant to
Section 5.1 without the prior written consent of the Required Lenders (or all of
-----------
the  Lenders  if required by Section 9.3), and the Borrower and its Subsidiaries
                             -----------
have,  and,  to  the best of the Borrower's and its Subsidiaries' knowledge, all
other  parties thereto have, performed and complied with all the material terms,
provisions,  agreements  and  conditions  set  forth  therein and required to be
performed  or  complied  with  by  such parties on or before the Closing Date or
Funding  Date, as applicable, and no unmatured default, default or breach of any
covenant  by  any  such  party  exists  thereunder.
6.3     No  Conflict;  Governmental  Consents  for the Borrower.  The execution,
        -------------------------------------------------------
delivery  and  performance  of  each of the Loan Documents and other Transaction
Documents to which the Borrower or any of its Subsidiaries is a party do not and
     will  not (i) conflict with the certificate or articles of incorporation or
by-laws  of  the  Borrower  or  any  such  Subsidiary,  (ii) with respect to the
Transaction  Documents  other  than  the  Loan  Documents, constitute a tortious
interference  with  any  Contractual  Obligation of any Person or conflict with,
result  in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation, any
Environmental  Property  Transfer Act) or Contractual Obligation of the Borrower
or  any  such  Subsidiary, or require termination of any Contractual Obligation,
except  such  interference, breach, default or termination which individually or
in  the  aggregate  could  not reasonably be expected to have a Material Adverse
Effect,  (iii)  with  respect  to  the  Loan  Documents,  constitute  a tortious
interference  with  any  Contractual  Obligation of any Person or conflict with,
result  in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation, any
Environmental  Property  Transfer Act) or Contractual Obligation of the Borrower
or  any  such  Subsidiary, or require termination of any Contractual Obligation,
except  such  interference,  breach  or  default  which  individually  or in the
aggregate  could  not  reasonably be expected to have a Material Adverse Effect,
(iv) result in or require the creation or imposition of any Lien whatsoever upon
any of the property or assets of the Borrower or any such Subsidiary, other than
Liens permitted or created by the Loan Documents, or (v) require any approval of
the  Borrower's  or  any  such  Subsidiary's  Board of Directors or shareholders
except  such as have been obtained.  Except as set forth on Schedule 6.3 to this
                                                            ------------
Agreement,  the  execution,  delivery and performance of each of the Transaction
Documents to which the Borrower or any of its Subsidiaries is a party do not and
will not require any registration with, consent or approval of, or notice to, or
other  action  to,  with  or  by any Governmental Authority, including under any
Environmental  Property  Transfer Act, except filings, consents or notices which
have  been  made,  obtained  or given, or which, if not made, obtained or given,
individually  or  in  the  aggregate  would not reasonably be expected to have a
Material  Adverse  Effect.
6.4     Financial  Statements.  The  September  30,  2002 consolidated financial
        ---------------------
statements  of  the  Borrower  and  its Subsidiaries heretofore delivered to the
Lenders  were  prepared  in  accordance  with  generally  accepted  accounting
principles  in  effect  on  the  date  such  statements were prepared and fairly
present  the consolidated financial condition and operations of the Borrower and
its  Subsidiaries  at such date and the consolidated results of their operations
for  the  period  then  ended.
6.5     No  Material  Adverse  Change.  Since  September 30, 2002 (determined by
        -----------------------------
reference  to the financial statements prepared with respect to the Borrower and
its  Subsidiaries),  there  has  occurred no change in the business, properties,
condition  (financial  or  otherwise),  performance,  results  of  operations or
prospects of the Borrower, or the Borrower and its Subsidiaries taken as a whole
     or  any other event which has had or would reasonably be expected to have a
Material  Adverse  Effect.
6.6     Taxes.
        -----
(A)     Tax Examinations.  All deficiencies which have been asserted against the
        ----------------
     Borrower  or any of the Borrower's Subsidiaries as a result of any federal,
state,  local  or  foreign  tax  examination for each taxable year in respect of
which  an examination has been conducted have been fully paid or finally settled
or are being contested in good faith, and no issue has been raised by any taxing
authority  in  any such examination which, by application of similar principles,
reasonably  can be expected to result in assertion by such taxing authority of a
material  deficiency  for  any  other  year  not  so examined which has not been
reserved  for in the Borrower's consolidated financial statements to the extent,
if  any,  required  by  Agreement  Accounting  Principles.  Except  as permitted
pursuant  to  Section  7.2(D),  neither  the  Borrower nor any of the Borrower's
              ---------------
Subsidiaries  anticipates  any  material tax liability with respect to the years
which  have  not  been  closed  pursuant  to  applicable  law.
(B)     Payment  of  Taxes.  All tax returns and reports of the Borrower and its
        ------------------
Subsidiaries  required  to  be  filed  have  been  timely  filed, and all taxes,
assessments,  fees  and  other  governmental  charges  thereupon  and upon their
respective  property,  assets,  income  and  franchises  which are shown in such
returns or reports to be due and payable have been paid except those items which
are  being contested in good faith and have been reserved for in accordance with
Agreement  Accounting Principles.  The Borrower has no knowledge of any proposed
tax assessment against the Borrower or any of its Subsidiaries that will have or
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.
6.7     Litigation;  Loss  Contingencies and Violations.  Except as set forth in
        -----------------------------------------------
Schedule 6.7 (the "DISCLOSED LITIGATION"), there is no action, suit, proceeding,
 -----------
     arbitration or, to the Borrower's knowledge, investigation before or by any
Governmental  Authority  or  private  arbitrator  pending  or, to the Borrower's
knowledge,  threatened  against  the  Borrower,  any  of its Subsidiaries or any
property  of  any  of  them.  Neither  any  of  the Disclosed Litigation nor any
action, suit, proceeding, arbitration or investigation which has commenced since
the  Closing  Date  (or  the most recent update of the Disclosed Litigation) (i)
challenges  the  validity or the enforceability of any material provision of the
Transaction  Documents or (ii) has had or could reasonably be expected to have a
Material  Adverse  Effect.  There  is  no  material  loss contingency within the
meaning  of  Agreement Accounting Principles which has not been reflected in the
consolidated  financial  statements  of  the  Borrower  prepared  and  delivered
pursuant to Section 7.1(A) for the fiscal period during which such material loss
            --------------
contingency  was  incurred.  Neither the Borrower nor any of its Subsidiaries is
(A) in violation of any applicable Requirements of Law which violation will have
or  could  reasonably  be  expected  to  have  a Material Adverse Effect, or (B)
subject  to  or in default with respect to any final judgment, writ, injunction,
restraining  order  or  order  of  any nature, decree, rule or regulation of any
court  or Governmental Authority which will have or could reasonably be expected
to  have  a  Material  Adverse  Effect.
6.8     Subsidiaries.  Schedule 6.8 to this Agreement (i) contains a description
        ------------   ------------
of the corporate structure of the Borrower its Subsidiaries and any other Person
in  which  the  Borrower  or  any  of  its  Subsidiaries holds a material Equity
Interest  after  giving effect to the Designated Acquisition and (ii) accurately
sets forth (A) the correct legal name, the jurisdiction of incorporation and the
jurisdictions  in  which  each  of  the  Borrower  and  the  direct and indirect
Subsidiaries  of  the  Borrower  are qualified to transact business as a foreign
corporation,  (B) the authorized, issued and outstanding shares of each class of
Capital  Stock  of  the  Borrower and each of its Subsidiaries and the owners of
such  shares (both as of the consummation of the Designated Acquisition and on a
fully-diluted  basis), and (C) a summary of the direct and indirect partnership,
joint  venture,  or  other  Equity  Interests,  if any, of the Borrower and each
Subsidiary  of  the Borrower in any Person that is not a corporation.  After the
formation  or  acquisition of any New Subsidiary permitted under Section 7.3(F),
                                                                 --------------
if  requested  by  the  Administrative  Agent,  the  Borrower  shall  provide  a
supplement to Schedule 6.8 to this Agreement reflecting the addition of such New
              ------------
Subsidiary.  Except  as  disclosed  on  Schedule  6.8,  none  of  the issued and
                                        -------------
outstanding  Capital Stock of the Borrower or any of the Borrower's Subsidiaries
is subject to any vesting, redemption, or repurchase agreement, and there are no
warrants  or  options  outstanding  with  respect  to  such  Capital Stock.  The
outstanding  Capital  Stock of the Borrower and each of its Subsidiaries is duly
authorized,  validly  issued,  fully paid and nonassessable and the stock of the
Borrower's  Subsidiaries  is  not  Margin  Stock.
6.9     ERISA.  No  Benefit  Plan  has incurred any material accumulated funding
        -----
deficiency  (as  defined  in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether  or  not  waived.  Neither the Borrower nor any member of the Controlled
Group  has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums.  As of the last day of the most recent prior
plan  year,  the  market value of assets under each Benefit Plan, other than any
Multiemployer  Plan, was not by a material amount less than the present value of
benefit  liabilities  thereunder  (determined  in  accordance with the actuarial
valuation  assumptions  described therein).  Neither the Borrower nor any member
of  the  Controlled  Group  has  (i)  failed  to make a required contribution or
payment to a Multiemployer Plan of a material amount or (ii) incurred a material
complete  or partial withdrawal under Section 4203 or Section 4205 of ERISA from
a  Multiemployer  Plan.  Neither  the  Borrower nor any member of the Controlled
Group  has  failed  to  make  an  installment or any other payment of a material
amount required under Section 412 of the Code on or before the due date for such
installment  or  other  payment.  Each  Plan,  Foreign Employee Benefit Plan and
Non-ERISA  Commitment  complies  in  all material respects in form, and has been
administered  in  all  material  respects  in  accordance with its terms and, in
accordance  with  all applicable laws and regulations, including but not limited
to  ERISA  and  the  Code.  There  have  been  no  and  there  is  no prohibited
transaction  described in Sections 406 of ERISA or 4975 of the Code with respect
to  any  Plan  for  which a statutory or administrative exemption does not exist
which  could  reasonably  be  expected  to  subject  the  Borrower  or any of is
Subsidiaries  to material liability.  Neither the Borrower nor any member of the
Controlled  Group  has taken or failed to take any action which would constitute
or  result  in a Termination Event, which action or inaction could reasonably be
expected  to  subject  the  Borrower  or  any  of  its  Subsidiaries to material
liability.  Neither  the  Borrower  nor  any  member  of the Controlled Group is
subject to any material liability under, or has any potential material liability
under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA.  The present value of
the  aggregate  liabilities  to  provide  all  of the accrued benefits under any
Foreign  Pension  Plan do not exceed the current fair market value of the assets
held in trust or other funding vehicle for such plan by a material amount.  With
respect  to any Foreign Employee Benefit Plan other than a Foreign Pension Plan,
reasonable  reserves  have  been established in accordance with prudent business
practice  or where required by ordinary accounting practices in the jurisdiction
in  which such plan is maintained.  For purposes of this Section 6.9, "material"
                                                         -----------
means  any  amount,  noncompliance  or  other  basis  for  liability which could
reasonably  be  expected  to  subject the Borrower or any of its Subsidiaries to
liability,  individually or in the aggregate with each other basis for liability
under  this  Section  6.9,  in  excess  of  $25,000,000.
             ------------
6.10     Accuracy  of  Information.  The  information,  exhibits  and  reports
         -------------------------
furnished  by  or  on  behalf of the Borrower and any of its Subsidiaries to the
Administrative  Agent or to any Lender in connection with the negotiation of, or
compliance  with,  the Loan Documents, the representations and warranties of the
Borrower  and  its  Subsidiaries  contained  in  the  Loan  Documents,  and  all
certificates and documents delivered to the Administrative Agent and the Lenders
pursuant  to  the  terms  thereof, including, without limitation, the Designated
Acquisition  Agreement following the execution thereof, taken as a whole, do not
contain as of the date furnished any untrue statement of a material fact or omit
to  state  a  material  fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading.
6.11     Securities  Activities.  Neither  the  Borrower  nor  any  of  its
         ----------------------
Subsidiaries  is  engaged in the business of extending credit for the purpose of
         --
purchasing  or  carrying  Margin  Stock.
6.12     Material  Agreements.  Neither  the  Borrower  nor  any Subsidiary is a
         --------------------
party to any Contractual Obligation or subject to any charter or other corporate
or similar restriction which individually or in the aggregate will have or could
reasonably  be expected to have a Material Adverse Effect.  Neither the Borrower
nor  any of its Subsidiaries has received notice or has knowledge that (i) it is
in  default  in  the  performance,  observance  or  fulfillment  of  any  of the
obligations,  covenants  or  conditions  contained in any Contractual Obligation
applicable  to it, or (ii) any condition exists which, with the giving of notice
or  the  lapse  of  time or both, would constitute a default with respect to any
such  Contractual  Obligation,  in  each  case,  except  where  such  default or
defaults,  if  any,  individually or in the aggregate will not have or could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
6.13     Compliance  with  Laws.  The  Borrower  and  its  Subsidiaries  are  in
         -----------------------
compliance  with all Requirements of Law applicable to them and their respective
businesses,  in  each case where the failure to so comply individually or in the
aggregate  could  reasonably  be  expected  to  have  a Material Adverse Effect.
6.14     Assets  and  Properties.  The Borrower and each of its Subsidiaries has
         -----------------------
legal  title  to all of its assets and properties (tangible and intangible, real
or  personal)  owned  by  it  or a valid leasehold interest in all of its leased
assets  (except  insofar  as  marketability  may  be  limited  by  any  laws  or
regulations  of  any Governmental Authority affecting such assets), and all such
assets  and  property  are  free  and clear of all Liens, except Liens permitted
under  Section 7.3(C).  Substantially all of the assets and properties owned by,
       --------------
leased  to  or  used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither  this  Agreement  nor  any  Transaction  Document,  nor  any transaction
contemplated  under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
has  had  or  could  reasonably  be  expected to have a Material Adverse Effect.
6.15     Statutory  Indebtedness  Restrictions.  Neither the Borrower nor any of
         -------------------------------------
its  Subsidiaries  is  subject  to  regulation  under the Public Utility Holding
Company  Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment  Company  Act  of  1940,  or  any  other  federal or state statute or
regulation  which  limits  its  ability  to incur indebtedness or its ability to
consummate  the  transactions  contemplated  hereby.
6.16     Insurance.  The  insurance policies and programs in effect with respect
         ---------
to  the  respective properties, assets, liabilities and business of the Borrower
and its Subsidiaries reflect coverage that is reasonably consistent with prudent
industry  practice.
6.17     Labor  Matters.  No  attempt to organize the employees of the Borrower,
         --------------
and  no  labor  disputes,  strikes  or  walkouts affecting the operations of the
Borrower  or  any  of  its  Subsidiaries,  is  pending,  or,  to  the Borrower's
knowledge, threatened, planned or contemplated, which has or could reasonably be
expected  to  have  a  Material  Adverse  Effect.
6.18     Designated  Acquisition.  (i)  All  conditions  precedent  to  the
         -----------------------
consummation  of the Designated Acquisition have been satisfied or waived by the
         -
Borrower  and  all  of  the  representations  and  warranties  in the Designated
Acquisition  Agreement  are  accurate in all material respects as of the date on
which the Designated Acquisition is consummated; (ii) the Designated Acquisition
has  been  approved  by  all  necessary  corporate action of the Borrower's, the
Seller's  and  the  Acquired Business's Board of Directors; (iii) the Designated
Acquisition  Agreement includes a condition precedent to the consummation of the
Designated  Acquisition  providing  that  no  material adverse change shall have
occurred  with respect to the Seller or the Acquired Business since December 31,
2001;  and  (iv)  all  required  U.S.  governmental  approvals  related  to  the
Designated  Acquisition  have been obtained and all related filings made and any
applicable  waiting  periods  shall  have  expired or been terminated, including
those  prescribed  by  the  Hart-Scott-Rodino  Antitrust  Improvements  Act,  as
amended.
6.19     Environmental  Matters.  (A)   Except  as disclosed on Schedule 6.19 to
         ----------------------                                 -------------
this  Agreement
(i)     the  operations  of  the  Borrower  and  its  Subsidiaries comply in all
material  respects  with  Environmental,  Health  or Safety Requirements of Law;
(ii)     the  Borrower  and its Subsidiaries have all material permits, licenses
or  other  authorizations  required  under  Environmental,  Health  or  Safety
Requirements  of  Law  and  are  in  material  compliance  with  such  permits;
(iii)     neither  the  Borrower,  any  of  its  Subsidiaries  nor  any of their
respective  present  property or operations, or, to the Borrower's or any of its
Subsidiaries'  knowledge,  any  of their respective past property or operations,
are subject to or the subject of, any investigation known to the Borrower or any
of its Subsidiaries, any judicial or administrative proceeding, order, judgment,
decree, settlement or other agreement respecting:  (A) any material violation of
Environmental,  Health  or Safety Requirements of Law; (B) any material remedial
action;  or  (C)  any material claims or liabilities arising from the Release or
threatened  Release  of  a  Contaminant  into  the  environment;
(iv)     there  is  not  now,  nor to the Borrower's or any of its Subsidiaries'
knowledge  has  there ever been, on or in the property of the Borrower or any of
its  Subsidiaries  any  landfill,  waste  pile,  underground  storage  tanks,
aboveground  storage  tanks,  surface  impoundment  or  hazardous  waste storage
facility  of  any  kind,  any polychlorinated biphenyls (PCBs) used in hydraulic
oils,  electric  transformers  or  other  equipment,  or any asbestos containing
material  that  would result in material remediation costs or material penalties
to  the  Borrower  or  any  of  its  Subsidiaries;  and
(v)     neither  the  Borrower  nor  any  of  its  Subsidiaries has any material
Contingent  Obligation in connection with any Release or threatened Release of a
Contaminant  into  the  environment.
(B)     For  purposes of this Section 6.19 "material" means any noncompliance or
                              ------------
other  basis  for  liability  which  could  reasonably  be likely to subject the
Borrower  or  any  of  its  Subsidiaries  to  liability,  individually or in the
aggregate with each other basis for liability under this Section 6.19, in excess
                                                         ------------
     of  $25,000,000.
6.20     Solvency.  After  giving  effect  to  (i)  the  Loans to be made on the
         --------
Funding Date, (ii) the other transactions contemplated by this Agreement and the
     other  Transaction  Documents,  including  consummation  of  the Designated
Acquisition,  and  (iii)  the  payment and accrual of all transaction costs with
respect to the foregoing, the Borrower is, and the Borrower and its Subsidiaries
taken  as  a  whole  are,  Solvent.
6.21     Benefits.  Each  of the Borrower and its Subsidiaries will benefit from
         --------
the  financing  arrangement  established  by this Agreement.  The Administrative
Agent  and  the  Lenders have stated and the Borrower acknowledges that, but for
the  agreement  by  each of the Subsidiary Guarantors to execute and deliver the
Subsidiary  Guaranty,  the  Administrative  Agent and the Lenders would not have
made  available  the credit facilities established hereby on the terms set forth
herein.
ARTICLE  VII:     COVENANTS
                  ---------
     The  Borrower  covenants  and  agrees  that  so long as any Commitments are
outstanding  and  thereafter until all of the Obligations (other than contingent
indemnity obligations) shall have been fully and indefeasibly paid and satisfied
in  cash and all financing arrangements among the Borrower and the Lenders shall
have  been  terminated,  unless  the Required Lenders shall otherwise give prior
written  consent:
7.1     Reporting.  The  Borrower  shall:
        ---------
(A)     Financial  Reporting.  Furnish  to  the  Administrative  Agent  (with
        --------------------
sufficient  copies for each of the Lenders, which the Administrative Agent shall
promptly  deliver  to  the  Lenders):
(i)     Quarterly  Reports.  As  soon  as  practicable,  and in any event within
        ------------------
forty-five  (45) days after the end of each of the Borrower's first three fiscal
quarters, the consolidated balance sheet of the Borrower and its Subsidiaries as
     at the end of such period and the related consolidated statements of income
and  cash flows of the Borrower and its Subsidiaries for such fiscal quarter and
for  the period from the beginning of the then current fiscal year to the end of
such fiscal quarter, certified by the chief financial officer of the Borrower on
behalf  of the Borrower as fairly presenting the consolidated financial position
of  the  Borrower and its Subsidiaries as at the dates indicated and the results
of  their operations and cash flows for the periods indicated in accordance with
Agreement  Accounting  Principles,  subject to normal year-end audit adjustments
and  the  absence  of  footnotes.
(ii)     Annual Reports.  As soon as practicable, and in any event within ninety
         --------------
(90)  days  after  the  end  of  each  fiscal  year,  (a)  the  consolidated and
consolidating  balance  sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year and the related consolidated and consolidating statements of
income, stockholders' equity and cash flows of the Borrower and its Subsidiaries
for  such fiscal year, and in comparative form the corresponding figures for the
previous  fiscal  year  along with consolidating schedules in form and substance
sufficient  to  calculate  the financial covenants set forth in Section 7.4, and
                                                                -----------
(b)  an  audit  report  on  the  consolidated  financial statements (but not the
consolidating  financial statements or schedules) listed in clause (a) hereof of
                                                            ----------
independent  certified public accountants of recognized national standing, which
audit report shall be unqualified and shall state that such financial statements
fairly  present  the  consolidated  financial  position  of the Borrower and its
Subsidiaries  as  at the dates indicated and the results of their operations and
cash  flows  for  the  periods indicated in conformity with Agreement Accounting
Principles  and that the examination by such accountants in connection with such
consolidated  financial  statements  has  been made in accordance with generally
accepted  auditing  standards.
(iii)     Officer's  Compliance Certificate.  Together with each delivery of any
          ---------------------------------
financial statement (a) pursuant to clauses (i) and (ii) of this Section 7.1(A),
                                    -----------     ----         --------------
an  Officer's  Certificate  from the chief financial officer or Treasurer of the
Borrower, substantially in the form of Exhibit E attached hereto and made a part
                                       ---------
hereof,  stating  that  (x)  the  representations and warranties of the Borrower
contained  in Article VI hereof shall have been true and correct in all material
              ----------
respects  as of the date of such Officer's Certificate and (y) as of the date of
such  Officer's  Certificate  no  Default or Unmatured Default exists, or if any
Default  or  Unmatured Default exists, stating the nature and status thereof and
(b)  pursuant  to  clauses  (i)  and  (ii)  of this Section 7.1(A), a compliance
                   ------------       ----          --------------
certificate,  substantially  in the form of Exhibit F attached hereto and made a
                                            ---------
part  hereof,  signed  by  the  Borrower's chief financial officer or Treasurer,
setting  forth  calculations  for  the period which demonstrate compliance, when
applicable,  with the provisions of Sections 7.3(A) through (R) and Section 7.4.
                                    ---------------         ---     -----------
     Compliance  of  Designated Acquisition with the Existing Credit Agreements.
     --------------------------------------------------------------------------
On  or  prior  to  the  date  on  which  the  Designated  Acquisition  shall  be
consummated,  evidence satisfactory to the Administrative Agent that each of the
conditions  to  a  "Permitted  Acquisition"  under and as defined in each of the
Existing  Credit  Agreements  shall have been satisfied in accordance with their
respective  terms,  including,  without  limitation, a confirmation of pro forma
                                                                       ---------
covenant compliance as required by Section 7.3(F) of each of the Existing Credit
                                   --------------
Agreements.
(B)     Notice  of  Default  and Adverse Developments.  Promptly upon any of the
        ---------------------------------------------
chief  executive  officer,  chief  operating  officer,  chief financial officer,
treasurer  or  controller  of the Borrower obtaining actual knowledge (i) of any
condition or event which constitutes a Default or Unmatured Default, or becoming
     aware  that any Lender or Administrative Agent has given any written notice
with  respect  to  a  claimed Default or Unmatured Default under this Agreement,
(ii)  that  any  Person having the authority to give such a notice has given any
written  notice  to  the Borrower or any Subsidiary of the Borrower or taken any
other action with respect to a claimed default or event or condition of the type
referred to in Section 8.1(E), or (iii) that any other development, financial or
               --------------
otherwise,  which could reasonably be expected to have a Material Adverse Effect
has  occurred  specifying  (a)  the  nature  and period of existence of any such
claimed  default, Default, Unmatured Default, condition or event, (b) the notice
given  or  action  taken  by  such  Person in connection therewith, and (c) what
action  the  Borrower  has  taken,  is  taking and proposes to take with respect
thereto.
(C)     ERISA  Notices.  Deliver  or cause to be delivered to the Administrative
        --------------
Agent  and the Lenders, at the Borrower's expense, the following information and
notices  as  soon  as  reasonably  possible,  and  in  any  event:
(i)     within  ten  (10) Business Days after any member of the Controlled Group
obtains  knowledge  that a Termination Event has occurred which could reasonably
be  expected  to  subject  the  Borrower  to  liability  individually  or in the
aggregate  in  excess of $20,000,000, a written statement of the Chief Financial
Officer  of  the  Borrower  describing such Termination Event and the action, if
any,  which  the member of the Controlled Group has taken, is taking or proposes
to  take with respect thereto, and when known, any action taken or threatened by
the  IRS,  DOL  or  PBGC  with  respect  thereto;
(ii)     within  ten  (10)  Business Days after the filing of any funding waiver
request  with  the IRS, a copy of such funding waiver request and thereafter all
communications received by the Borrower or a member of the Controlled Group with
respect  to  such request within ten (10) Business Days after such communication
is  received;  and
(iii)     within  ten (10) Business Days after the Borrower or any member of the
Controlled  Group  knows or has reason to know that (a) a Multiemployer Plan has
been  terminated,  (b) the administrator or plan sponsor of a Multiemployer Plan
intends  to  terminate  a  Multiemployer Plan, or (c) the PBGC has instituted or
will  institute  proceedings  under  Section  4042  of  ERISA  to  terminate  a
Multiemployer  Plan,  a  notice  describing  such  matter.
For  purposes  of  this  Section  7.1(C),  the  Borrower  and  any member of the
                         ---------------
Controlled Group shall be deemed to know all facts known by the administrator of
any Plan of which the Borrower or any member of the Controlled Group is the plan
sponsor.
(D)     Other  Indebtedness.  Deliver  to the Administrative Agent (i) a copy of
        -------------------
each  regular  report,  notice  or  communication  regarding potential or actual
defaults  (including  any accompanying officer's certificate) delivered by or on
behalf  of  the  Borrower  to  the  agents  or  financial institutions under the
Existing  Credit  Agreements  or to the holders of funded Material Indebtedness,
including  the Senior Notes and the investors parties to the Receivable Purchase
Facility,  pursuant  to the terms of the agreements governing such Indebtedness,
such  delivery  to be made at the same time and by the same means as such notice
or  other  communication  is  delivered to such holders, and (ii) a copy of each
notice  received by the Borrower from the agents or financial institutions under
the  Existing  Credit  Agreements  or  from  the  holders  of  funded  Material
Indebtedness  who  are  authorized  and/or  have standing to deliver such notice
pursuant  to  the  terms of such Indebtedness, such delivery to be made promptly
after  such  notice  is  received  by  the  Borrower.
(E)     Other  Reports.  Deliver  or cause to be delivered to the Administrative
        --------------
Agent  and  the Lenders copies of all financial statements, reports and notices,
if  any,  sent  by  the  Borrower  to  its  securities holders or filed with the
Commission  by  the  Borrower.
(F)     Environmental  Notices.  As soon as possible and in any event within ten
        ----------------------
(10)  days  after  receipt by the Borrower, a copy of (i) any notice or claim to
the  effect  that the Borrower or any of its Subsidiaries is or may be liable to
any  Person as a result of the Release by the Borrower, any of its Subsidiaries,
or any other Person of any Contaminant into the environment, and (ii) any notice
alleging  any  violation  of any Environmental, Health or Safety Requirements of
Law  by  the Borrower or any of its Subsidiaries if, in either case, such notice
or  claim  relates to an event which could reasonably be expected to subject the
Borrower  and  each  of  its  Subsidiaries  to  liability individually or in the
aggregate  in  excess  of  $20,000,000.
(G)     Amendments  to  Financing  Facilities.  Promptly  after  the  execution
        -------------------------------------
thereof,  copies  of  all  material  amendments  to  (i)  any  of  the documents
evidencing  Indebtedness extended under the Existing Credit Agreements, (ii) any
of  the  Receivables  Purchase Documents or (iii) the Note Purchase Agreement or
the  Senior  Notes.
(H)     Other  Information.  Promptly upon receiving a request therefor from the
        ------------------
Administrative  Agent,  prepare  and deliver to the Administrative Agent and the
Lenders  such  other  information  with  respect  to  the  Borrower,  any of its
Subsidiaries,  or  their  respective  businesses  and assets, including, without
limitation,  schedules identifying and describing any Asset Sale (and the use of
the net cash proceeds thereof), as from time to time may be reasonably requested
by  the  Administrative  Agent.
7.2     Affirmative  Covenants.
        ----------------------
(A)     Corporate  Existence,  Etc.  Except  as  permitted  pursuant  to Section
        ---------------------------                                      -------
7.3(H),  the Borrower shall, and shall cause each of its Subsidiaries to, at all
     -
times maintain its existence and preserve and keep, or cause to be preserved and
     kept,  in  full  force and effect its rights and franchises material to its
businesses.
(B)     Corporate  Powers;  Conduct  of Business.  The Borrower shall, and shall
        ----------------------------------------
cause  each  of its Material Subsidiaries to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be  so  qualified  and  where  the failure to be so qualified will have or would
reasonably  be  expected  to have a Material Adverse Effect.  The Borrower will,
and will cause each Material Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as  it is presently conducted unless the failure of the Borrower or its Material
Subsidiaries  to  carry  on  and  conduct its business as so described would not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
(C)     Compliance  with  Laws,  Etc.  The  Borrower  shall, and shall cause its
        -----------------------------
Subsidiaries  to,  (a)  comply  with all Requirements of Law and all restrictive
covenants  affecting  such  Person  or  the  business,  properties,  assets  or
operations  of  such  Person, and (b) obtain as needed all permits necessary for
its  operations  and  maintain  such  permits in good standing unless, in either
case,  failure to comply or obtain such permits would not reasonably be expected
to  have  a  Material  Adverse  Effect.
(D)     Payment of Taxes and Claims; Tax Consolidation.  The Borrower shall pay,
        ----------------------------------------------
and  cause each of its Subsidiaries to pay, (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or in
respect  of  any  of  its  franchises,  business,  income or property before any
penalty  or  interest  accrues  thereon, and (ii) all claims (including, without
limitation,  claims  for labor, services, materials and supplies) for sums which
have  become  due  and payable and which by law have or may become a Lien (other
than  a  Lien  permitted  by  Section 7.3(C)) upon any of the Borrower's or such
                              --------------
Subsidiary's  property  or  assets,  prior  to the time when any penalty or fine
shall  be  incurred with respect thereto; provided, however, that no such taxes,
                                          --------  -------
assessments  and  governmental charges referred to in clause (i) above or claims
                                                      ----------
referred  to  in  clause  (ii)  above (and interest, penalties or fines relating
                  ------------
thereto)  need  be  paid  if  being  contested  in  good  faith  by  appropriate
proceedings  diligently  instituted  and  conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting  Principles  shall  have  been  made  therefor.
(E)     Insurance.  The Borrower shall maintain for itself and its Subsidiaries,
        ---------
or  shall  cause  each of its Subsidiaries to maintain in full force and effect,
insurance policies and programs, with such deductibles or self-insurance amounts
as reflect coverage that is reasonably consistent with prudent industry practice
as  determined  by  the  Borrower.
(F)     Inspection  of  Property;  Books and Records; Discussions.  The Borrower
        ---------------------------------------------------------
shall  permit  and  cause  each  of  the  Borrower's Subsidiaries to permit, any
authorized  representative(s)  designated  by either the Administrative Agent or
any  Lender to visit and inspect any of the properties of the Borrower or any of
its  Subsidiaries,  to examine their respective financial and accounting records
and  other  material  data  relating  to  their  respective  businesses  or  the
transactions  contemplated  hereby (including, without limitation, in connection
with  environmental  compliance,  hazard  or  liability),  and  to discuss their
affairs,  finances  and  accounts  with their officers and independent certified
public  accountants,  all  upon  reasonable  notice and at such reasonable times
during  normal business hours, as often as may be reasonably requested (provided
that  an  officer  of  the  Borrower  or  any  of its Subsidiaries may, if it so
desires,  be  present  at and participate in any such discussion).  The Borrower
shall  keep  and maintain, and cause each of the Borrower's Subsidiaries to keep
and  maintain,  in  all material respects, proper books of record and account in
which  entries  in conformity with Agreement Accounting Principles shall be made
of  all dealings and transactions in relation to their respective businesses and
activities.  If a Default has occurred and is continuing, the Borrower, upon the
Administrative  Agent's  request,  shall turn over copies of any such records to
the  Administrative  Agent  or  its  representatives.
(G)     ERISA  Compliance.  The  Borrower  shall,  and  shall  cause each of the
        -----------------
Borrower's  Subsidiaries to, establish, maintain and operate all Plans to comply
in  all  material  respects  with  the provisions of ERISA and shall operate all
Plans  and  Non-ERISA  Commitments  to  comply in all material respects with the
applicable  provisions  of  the  Code,  all  other  applicable  laws,  and  the
regulations  and  interpretations  thereunder and the respective requirements of
the governing documents for such Plans and Non-ERISA Commitments, except for any
noncompliance  which,  individually or in the aggregate, could not reasonably be
expected  to  have  a  Material  Adverse  Effect.
(H)     Maintenance  of  Property.  The  Borrower  shall  cause  all  property
        -------------------------
necessary  for  the conduct of its business or the business of any Subsidiary to
be  maintained and kept in good condition, repair and working order and supplied
with  all  necessary equipment and shall cause to be made all necessary repairs,
renewals,  replacements,  betterments  and  improvements  thereof, all as in the
judgment  of  the  Borrower  may  be  necessary for the conduct of its business;
provided,  however,  that  nothing  in  this  Section  7.2(H)  shall prevent the
     ---   -------                            ---------------
Borrower from discontinuing the operation or maintenance of any of such property
     --
if  such  discontinuance  is,  in the judgment of the Borrower, desirable in the
conduct  of  its  business  or  the  business  of  any  Subsidiary  and  not
disadvantageous  in  any  material  respect  to  the Administrative Agent or the
Lenders.
(I)     Environmental  Compliance.  (a)  The Borrower and its Subsidiaries shall
        -------------------------
comply  with  all  Environmental,  Health  or Safety Requirements of Law, except
where  noncompliance  will  not  have or is not reasonably likely to subject the
Borrower  or  any  of  its  Subsidiaries,  individually  or in the aggregate, to
liability  in  excess  of  $25,000,000.
(J)     Use  of  Proceeds.  The  Borrower  shall  use  the proceeds of the Loans
        -----------------
solely  to  finance  the  Designated  Acquisition  and the transaction costs and
expenses  incurred  in  connection  therewith  and  herewith.
(K)     Addition of Subsidiary Guarantors.  (a)  New Subsidiaries.  The Borrower
        ---------------------------------        ----------------
shall  cause  each  New  Subsidiary  that  is,  at any time, a Material Domestic
Subsidiary (other than a SPV) to deliver to the Administrative Agent an executed
Supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the
form  of  Exhibit  G  attached hereto (a "SUPPLEMENT") and appropriate corporate
          ----------
resolutions,  opinions  and other documentation in form and substance reasonably
satisfactory  to  the  Administrative  Agent,  such  Supplement  and  other
documentation  to  be  delivered  to  the  Administrative  Agent  as promptly as
possible  upon  the  creation,  acquisition  of  or capitalization thereof or if
otherwise  necessary  to  remain  in  compliance with Section 7.3(R), but in any
                                                      --------------
event  within  thirty (30) days of such creation, acquisition or capitalization.
     (b)     Additional  Material  Domestic  Subsidiaries.  If  any consolidated
             --------------------------------------------
Subsidiary  of the Borrower (other than a New Subsidiary to the extent addressed
in  Section  7.2(K)(a)  or  a  SPV)  becomes a Material Domestic Subsidiary, the
Borrower  shall  cause  any  such Material Domestic Subsidiary to deliver to the
Administrative  Agent  an  executed  Supplement to become a Subsidiary Guarantor
and  appropriate corporate resolutions, opinions and other documentation in form
and  substance reasonably satisfactory to the Administrative Agent in connection
therewith,  such  Supplement  and  other  documentation  to  be delivered to the
Administrative Agent as promptly as possible but in any event within thirty (30)
days  following the date on which such consolidated Subsidiary became a Material
Domestic  Subsidiary.
(c)     Additional  Subsidiary  Guarantors.  (i)  If  at  any time an Authorized
        ----------------------------------
Officer of the Borrower has actual knowledge that the aggregate assets of all of
the  Borrower's  domestic  consolidated Subsidiaries (other than SPVs) which are
not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Assets of the
Borrower  and its consolidated Subsidiaries (other than the SPVs), as calculated
by  the  Borrower,  the  Borrower  shall  cause  such  domestic  consolidated
Subsidiaries  as  are  necessary to reduce such aggregate assets to or below ten
percent (10%) of such Consolidated Assets to deliver to the Administrative Agent
executed  Supplements  to become Subsidiary Guarantors and appropriate corporate
resolutions,  opinions  and other documentation in form and substance reasonably
satisfactory  to  the  Administrative  Agent  in  connection  therewith,  such
Supplements  and other documentation to be delivered to the Administrative Agent
as  promptly  as possible but in any event within thirty (30) days following the
initial  date  on  which  such aggregate assets exceed ten percent (10%) of such
Consolidated  Assets.
(ii)     If  at  any time any domestic Subsidiary of the Borrower which is not a
Subsidiary  Guarantor guaranties any Indebtedness of the Borrower other than the
Indebtedness  hereunder,  the Borrower shall cause such Subsidiary to deliver to
the Administrative Agent an executed Supplement to become a Subsidiary Guarantor
     and  appropriate corporate resolutions, opinions and other documentation in
form  and  substance  reasonably  satisfactory  to  the  Administrative Agent in
connection therewith, such Supplement and other documentation to be delivered to
the  Administrative Agent concurrently with the delivery of the guaranty of such
other  Indebtedness.
7.3     Negative  Covenants.
        -------------------
(A)     Subsidiary  Indebtedness.  The  Borrower  shall  not  permit  any of its
        ------------------------
Subsidiaries directly or indirectly to create, incur, assume or otherwise become
     or  remain  directly or indirectly liable with respect to any Indebtedness,
except:
(i)     Indebtedness  of  the  Subsidiaries  under  the  Subsidiary  Guaranty;
(ii)     Indebtedness  in  respect  of  guaranties  executed  by  any Subsidiary
Guarantor  with  respect  to  any  Indebtedness  of  the Borrower, provided such
                                                                   --------
Indebtedness  is  not  incurred  by the Borrower in violation of this Agreement;
(iii)     Indebtedness  in respect of obligations secured by Customary Permitted
Liens;
(iv)     Indebtedness  constituting  Contingent Obligations permitted by Section
                                                                         -------
7.3(E);
 -----
(v)     Indebtedness  arising  from  loans  (a)  from  any  Subsidiary  to  any
wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary;
provided,  that if any Subsidiary Guarantor is the obligor on such Indebtedness,
--------
such  Indebtedness shall be expressly subordinate to the payment in full in cash
of  the  Obligations  on  terms  satisfactory  to  the  Administrative  Agent;
(vi)     Indebtedness  in respect of Hedging Obligations permitted under Section
                                                                         -------
7.3(O);
------
(vii)     Indebtedness  with  respect  to  surety,  appeal and performance bonds
obtained  by  any  of  the  Borrower's  Subsidiaries  in  the ordinary course of
business;
(viii)     Indebtedness  incurred  in  connection  with the Receivables Purchase
Documents,  provided, that Receivables Facility Attributed Indebtedness incurred
            --------
in  connection  therewith  does  not exceed $250,000,000 in the aggregate at any
time;  and
(ix)     Other  Indebtedness  in  addition to that referred to elsewhere in this
Section 7.3(A) incurred by the Borrower's Subsidiaries; provided that no Default
  ------------                                          --------
or  Unmatured  Default shall have occurred and be continuing at the date of such
incurrence  or  would  result therefrom; and provided further that the aggregate
                                             -------- -------
outstanding  amount  of all Indebtedness incurred by the Borrower's Subsidiaries
(other  than  Indebtedness incurred pursuant to clauses (i), (ii), (v), (vi) and
                                                -----------  ----  ---  ----
(viii)  of  this  Section  7.3(A))  shall  not  at any time exceed $250,000,000.
 -----            --------------
(B)     Sales of Assets.  Neither the Borrower nor any of its Subsidiaries shall
        ---------------
     sell, assign, transfer, lease, convey or otherwise dispose of any property,
whether  now owned or hereafter acquired, or any income or profits therefrom, or
enter  into  any  agreement  to  do  so,  except:
(i)     sales  of  Inventory  in  the  ordinary  course  of  business;
(ii)     the disposition in the ordinary course of business of Equipment that is
obsolete,  excess  or  no  longer  used  or  useful  in  the  Borrower's  or its
Subsidiaries'  businesses;
(iii)     any  transfer  of  an  interest  in  Receivables,  Receivables Related
Security,  accounts  or  notes  receivable on a limited recourse basis under the
Receivables Purchase Documents, provided that such transfer qualifies as a legal
                                --------
sale  and as a sale under Agreement Accounting Principles and that the amount of
Receivables Facility Attributed Indebtedness does not exceed $250,000,000 at any
one  time  outstanding;  and
(iv)     sales,  assignments,  transfers,  leases,  conveyances  or  other
dispositions of other assets (other than pursuant to clauses (i), (ii) and (iii)
                                                     -----------  ----     -----
above)  if  such transaction (a) is for not less than fair market value, and (b)
when  combined  with  all  such  other transactions (each such transaction being
valued  at  book  value) during the period from the Closing Date, to the date of
such proposed transaction, represents the disposition of not greater than twenty
percent  (20%)  of  the Borrower's Consolidated Assets (such Consolidated Assets
being  calculated  for  the end of the fiscal year immediately preceding that in
which  such  transaction  is  proposed  to  be  entered  into).
(C)     Liens.  Neither  the Borrower nor any of its Subsidiaries shall directly
        -----
or  indirectly  create,  incur,  assume  or  permit to exist any Lien on or with
respect  to  any  of  their  respective  property  or  assets  except:
(i)     (a)  Liens,  if any, created by the Loan Documents or otherwise securing
the  Obligations  and  (b)  Liens  created  by the "Loan Documents" under and as
defined  in  each of the 5-Year Credit Agreement or the 364-Day Credit Agreement
or otherwise Securing the "Obligations" (as such terms are defined in the 5-Year
     Credit  Agreement  or  the  364-Day  Credit Agreement, as the case may be),
provided,  that  such  Liens  are  shared on an equal and ratable basis with the
    ----
Lenders  with  respect  to  the  Obligations  hereunder;
(ii)     Customary  Permitted  Liens;
(iii)     Liens  arising  under  the  Receivables  Purchase  Documents;  and
(iv)     other  Liens,  including  Permitted  Existing  Liens,  (a)  securing
Indebtedness  of the Borrower and/or (b) securing Indebtedness of the Borrower's
Subsidiaries  as  permitted  pursuant  to  Section  7.3(A)  and  in an aggregate
                                           ---------------
outstanding amount not to exceed five percent (5%) of Consolidated Assets at any
time.
In  addition,  neither  the  Borrower nor any of its Subsidiaries shall become a
party  to  any agreement, note, indenture or other instrument, or take any other
action,  which would prohibit the creation of a Lien on any of its properties or
other  assets in favor of the Administrative Agent for the benefit of itself and
the  Holders  of  Obligations, as collateral for the Obligations; provided, that
                                                                  --------
any  agreement,  note, indenture or other instrument in connection with purchase
money indebtedness (including Capitalized Leases) may prohibit the creation of a
Lien  in  favor  of  the  Administrative Agent for the benefit of itself and the
Holders  of  Obligations  on the items of property obtained with the proceeds of
such  purchase  money  indebtedness;  provided,  further,  that  (a) each of the
                                      --------   -------
Existing  Credit  Agreements  and the Note Purchase Agreement in connection with
the  Senior  Notes  may  prohibit  the  creation  of  a  Lien  in  favor  of the
Administrative  Agent  for the benefit of itself and the Holders of Obligations,
as collateral for the Obligations unless the holders of the Senior Notes and the
obligations under the Existing Credit Agreements shall be provided with an equal
and  ratable  Lien  and  (b) the Receivables Purchase Documents may prohibit the
creation of a Lien with respect to all of the assets of the SPV and with respect
to  the  Receivables  and Related Security of any of the Originators in favor of
the  Administrative  Agent  for  the  benefit  of  itself  and  the  Holders  of
Obligations,  as  collateral  for  the  Obligations.
(D)     Investments.  Except  to  the extent permitted pursuant to paragraph (G)
        -----------                                                -------------
below,  neither  the  Borrower  nor  any  of  its Subsidiaries shall directly or
indirectly  make  or  own  any  Investment  except:
(i)     Investments  in  cash  and  Cash  Equivalents;
(ii)     Permitted Existing Investments in an amount not greater than the amount
thereof  on  the  Closing  Date;
(iii)     Investments  in  trade  receivables or received in connection with the
bankruptcy  or  reorganization  of  suppliers and customers and in settlement of
delinquent  obligations  of,  and  other  disputes with, customers and suppliers
arising  in  the  ordinary  course  of  business;
(iv)     Investments  consisting  of deposit accounts maintained by the Borrower
and  its  Subsidiaries;
(v)     Investments  consisting  of  non-cash  consideration  from  a  sale,
assignment,  transfer,  lease,  conveyance  or  other  disposition  of  property
permitted  by  Section  7.3(B);
               ---------------
(vi)     Investments  in  any  consolidated  Subsidiaries  (other  than  joint
ventures);
(vii)     Investments  in  joint ventures and nonconsolidated Subsidiaries in an
aggregate  amount  not  to  exceed  $50,000,000.
(viii)     Investments  constituting  Permitted  Acquisitions;
(ix)     Investments  constituting  Indebtedness  permitted by Section 7.3(A) or
                                                               --------------
Contingent  Obligations  permitted  by  Section  7.3(E);
                                        ---------------
(x)     Investments  in the SPVs (a) required in connection with the Receivables
Purchase  Documents  and  (b)  resulting from the transfers permitted by Section
                                                                         -------
7.3(B)(iii);  and
   --------
(xi)     Investments  in addition to those referred to elsewhere in this Section
                                                                         -------
7.3(D)  in  an  aggregate  amount  not  to  exceed  $50,000,000.
------
(E)     Contingent  Obligations.  None  of  the  Borrower's  Subsidiaries  shall
        -----------------------
directly  or  indirectly  create  or  become  or  be  liable with respect to any
Contingent  Obligation,  except:  (i)  recourse  obligations  resulting  from
endorsement  of  negotiable instruments for collection in the ordinary course of
business;  (ii)  Permitted  Existing  Contingent Obligations; (iii) obligations,
warranties,  and  indemnities, not relating to Indebtedness of any Person, which
have  been  or are undertaken or made in the ordinary course of business and not
for  the  benefit  of  or  in  favor  of  an  Affiliate  of the Borrower or such
Subsidiary;  (iv)  Contingent  Obligations  with  respect  to surety, appeal and
performance  bonds  obtained  by  the Borrower or any Subsidiary in the ordinary
course  of  business;  (v)  Contingent  Obligations of the Subsidiary Guarantors
under the Subsidiary Guaranty; (vi) Contingent Obligations of Subsidiaries which
     are  guarantors  under  a  guaranty  of  the  Indebtedness evidenced by the
Existing  Credit  Agreements, the Senior Notes and the Note Purchase Agreements;
(vii)  Contingent Obligations of the Borrower or any of its Subsidiaries arising
under  the  Receivables  Purchase  Documents  and  (viii) Contingent Obligations
incurred  in  the  ordinary  course  of  business  by  any  of  the  Borrower's
Subsidiaries  in  respect  of  obligations  of  any  Subsidiary.
(F)     Conduct  of  Business;  New  Subsidiaries;  Acquisitions.  Except  as
        --------------------------------------------------------
expressly  provided  in  clause (c) in the definition of "Permitted Acquisition"
                         ----------
below,  neither  the  Borrower  nor  any of its Subsidiaries shall engage in any
business  other  than  the  businesses  engaged  in  by  the  Borrower  and  its
Subsidiaries  on  the  date  of  such transaction and any business or activities
which  are  substantially  similar, related or incidental thereto.  The Borrower
may  create,  acquire in a Permitted Acquisition or capitalize any Subsidiary (a
"NEW  SUBSIDIARY")  after the date hereof if (i) no Default or Unmatured Default
shall have occurred and be continuing or would result therefrom; (ii) after such
creation,  acquisition  or  capitalization,  all  of  the  representations  and
warranties  contained  herein  shall  be  true and correct; and (iii) after such
creation, acquisition or capitalization the Borrower shall be in compliance with
the  terms  of  Sections  7.2(K)  and  7.3(R).
                ----------------      -------
     Without  in any way limiting the foregoing, the Borrower shall not make any
Acquisitions,  other  than  (x)  the  Designated  Acquisition,  subject  to  the
conditions  specified  in  this Agreement and (y) other Acquisitions meeting the
following  requirements  or  otherwise approved by the Required Lenders (each of
such  Designated  Acquisition  or  any  other  Acquisition  complying  with  the
following  requirements  being  referred  to  as  a  "PERMITTED  ACQUISITION"):
(a)     no Default or Unmatured Default shall have occurred and be continuing or
     would result from such Acquisition or the incurrence of any Indebtedness in
connection  therewith,  and  all of the representations and warranties contained
herein shall be true and correct on and as of the date such Acquisition with the
same  effect  as  though  made  on  and  as  of  such  date;
(b)     the  purchase  is  consummated  pursuant  to  a  negotiated  acquisition
agreement  on  a non-hostile basis pursuant to an acquisition agreement approved
by the board of directors or other applicable governing body of the Seller prior
to  the  commencement  thereof;
(c)     the  businesses  being  acquired  shall be consumer product companies or
other  businesses  that  are substantially similar, related or incidental to the
businesses  or  activities engaged in by the Borrower and its Subsidiaries as of
the Closing Date, as well as suppliers to or distributors of products similar to
those of the Borrower and its Subsidiaries; provided, however, that the Borrower
                                            --------  -------
and  its  Subsidiaries  shall  be  permitted  to  acquire businesses that do not
satisfy  the  foregoing  criteria  in  this  clause (c) so long as the aggregate
                                             ----------
purchase  price  for  all such acquisitions does not exceed five percent (5%) of
the Borrower's consolidated tangible net assets (on a pro forma basis) as of the
date  of  the  consummation  of  such  Acquisition;  and
(d)     prior  to each such Acquisition, the Borrower shall determine that after
giving  effect to such Acquisition and the incurrence of any Indebtedness by the
Borrower  or any of its Subsidiaries, to the extent permitted by Section 7.3(A),
                                                                 --------------
in  connection  therewith,  on  a  pro  forma basis using historical audited and
                                   ---  -----
reviewed unaudited financial statements obtained from the seller, broken down by
fiscal  quarter in the Borrower's reasonable judgment, as if the Acquisition and
such  incurrence  of  Indebtedness  had  occurred  on  the  first  day  of  the
twelve-month  period  ending  on  the  last  day of the Borrower's most recently
completed  fiscal  quarter,  the Borrower would have been in compliance with the
financial  covenants  in  Section  7.4  and  not  otherwise  in  Default.
                          ------------
(G)     Transactions  with  Shareholders  and  Affiliates.  Except  for  (a) the
        -------------------------------------------------
transactions  set  forth on Schedule 7.3(G), (b) Permitted Receivables Transfers
                            ---------------
and (c) Investments permitted by Section 7.3(D), neither the Borrower nor any of
                                 --------------
     its Subsidiaries shall directly or indirectly enter into or permit to exist
any  transaction  (including,  without  limitation, the purchase, sale, lease or
exchange  of  any  property  or the rendering of any service) with any holder or
holders of any of the Equity Interests of the Borrower, or with any Affiliate of
the  Borrower  which  is not its Subsidiary, on terms that are less favorable to
the Borrower or any of its Subsidiaries, as applicable, than those that might be
obtained  in  an  arm's  length transaction at the time from Persons who are not
such  a  holder  or  Affiliate.
(H)     Restriction on Fundamental Changes.  Neither the Borrower nor any of its
        ----------------------------------
Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up
or  dissolve (or suffer any liquidation or dissolution), or convey, lease, sell,
transfer  or otherwise dispose of, in one transaction or series of transactions,
all  or substantially all of the Borrower's or any such Subsidiary's business or
property,  whether  now or hereafter acquired, except (i) transactions permitted
under  Sections  7.3(B)  or 7.3(F), and (ii) a Subsidiary of the Borrower may be
       ----------------     ------
merged  into,  liquidated  into or consolidated with the Borrower (in which case
the  Borrower shall be the surviving corporation) or any wholly-owned Subsidiary
of  the  Borrower, provided if a Subsidiary Guarantor is merged into, liquidated
                   --------
into  or  consolidated  with  another  Subsidiary of the Borrower, the surviving
Subsidiary  shall  also  be  or  shall  become  a  Subsidiary  Guarantor.
(I)     Sales  and Leasebacks.  Neither the Borrower nor any of its Subsidiaries
        ---------------------
shall  become  liable, directly, by assumption or by Contingent Obligation, with
respect  to any lease, whether an operating lease or a Capitalized Lease, of any
property  (whether  real  or  personal  or  mixed),  (i)  which it or one of its
Subsidiaries  sold or transferred or is to sell or transfer to any other Person,
or (ii) which it or one of its Subsidiaries intends to use for substantially the
same  purposes  as  any  other  property  which  has  been  or  is to be sold or
transferred  by  it or one of its Subsidiaries to any other Person in connection
with such lease, unless in either case the sale involved is not prohibited under
Section  7.3(B)  and  the lease involved is not prohibited under Section 7.3(A).
---------------                                                  --------------
(J)     Margin  Regulations;  Use  of Proceeds.  Neither the Borrower nor any of
        --------------------------------------
its  Subsidiaries,  shall  use  all or any portion of the proceeds of any credit
extended  under this Agreement (i) to purchase or carry Margin Stock or (ii) for
any purpose other than to finance the Designated Acquisition and the transaction
costs  and  expenses  incurred  in  connection  therewith.
(K)     ERISA.  The  Borrower  shall  not:
        -----
(i)     permit  to  exist  any  accumulated  funding  deficiency  (as defined in
Sections  302  of  ERISA and 412 of the Code), with respect to any Benefit Plan,
whether  or  not  waived;
(ii)     terminate,  or  permit  any  Controlled  Group member to terminate, any
Benefit  Plan  which would result in liability of the Borrower or any Controlled
Group  member  under  Title  IV  of  ERISA;
(iii)     fail,  or  permit  any  Controlled  Group  member  to fail, to pay any
required installment or any other payment required under Section 412 of the Code
on  or  before  the  due  date  for  such  installment  or  other  payment;  or
(iv)     permit  any  unfunded  liabilities  with respect to any Foreign Pension
Plan;
except  where  such  transactions,  events,  circumstances, or failures are not,
individually  or  in  the  aggregate, reasonably expected to result in liability
individually  or  in  the  aggregate in excess of $25,000,000 or have a Material
Adverse  Effect.
(L)     Corporate  Documents.  Neither  the Borrower nor any of its Subsidiaries
        --------------------
shall amend, modify or otherwise change any of the terms or provisions in any of
     their  respective  constituent documents as in effect on the date hereof in
any  manner  adverse  to the interests of the Lenders, without the prior written
consent  of  the  Required  Lenders.
(M)     Fiscal  Year.  Neither  the  Borrower  nor  any  of  its  consolidated
        ------------
Subsidiaries  shall change its fiscal year for accounting or tax purposes from a
        -
twelve-month  period  ending  September  30  of  each  year.
(N)     Subsidiary  Covenants.  The  Borrower  will not, and will not permit any
        ---------------------
Subsidiary  to,  create  or  otherwise  cause to become effective any consensual
encumbrance  or  restriction of any kind on the ability of any Subsidiary to pay
dividends  or make any other distribution on its stock, redeem or repurchase its
stock,  make  any other similar payment or distribution, pay any Indebtedness or
other  Obligation  owed  to  the Borrower or any other Subsidiary, make loans or
advances  or other Investments in the Borrower or any other Subsidiary, to sell,
transfer  or  otherwise  convey any of its property to the Borrower or any other
Subsidiary  or  merge,  consolidate  with  or liquidate into the Borrower or any
other  Subsidiary  other  than  pursuant  to the Receivables Purchase Documents.
(O)     Hedging Obligations.  The Borrower shall not and shall not permit any of
        -------------------
its  Subsidiaries  to  enter  into  any  Hedging Arrangements other than Hedging
Arrangements  entered into by the Borrower or its Subsidiaries pursuant to which
the  Borrower  or such Subsidiary has hedged its or its Subsidiaries' reasonably
estimated interest rate, foreign currency or commodity exposure and which are of
a  non-speculative  nature.
(P)     Issuance  of  Disqualified  Stock.  From  and  after  the  Closing Date,
        ---------------------------------
neither  the  Borrower, nor any of its Subsidiaries shall issue any Disqualified
Stock.  All  issued  and  outstanding  Disqualified  Stock  shall  be treated as
Indebtedness  for  borrowed  money  for  all purposes of this Agreement, and the
amount  of  such  deemed  Indebtedness  shall  be  the  aggregate  amount of the
liquidation  preference  of  such  Disqualified  Stock.
(Q)     Non-Guarantor  Subsidiaries.  The  Borrower  will not at any time permit
        ---------------------------
the  aggregate  assets  of  all of its domestic consolidated Subsidiaries (other
than  the  SPVs) which are not Subsidiary Guarantors to exceed ten percent (10%)
of  Consolidated Assets of the Borrower and its consolidated Subsidiaries (other
than  the  SPVs).  The  Borrower  shall  not  permit  any of its Subsidiaries to
guaranty  any Indebtedness of the Borrower other than the Indebtedness hereunder
unless  each  such  Subsidiary  is  a  Subsidiary Guarantor under the Subsidiary
Guaranty.
7.4     Financial  Covenants.  The  Borrower  shall  comply  with the following:
        --------------------
(A)     Maximum  Leverage  Ratio.  The  Borrower shall not permit the ratio (the
        ------------------------
"LEVERAGE RATIO") of (i) the sum of (a) all Indebtedness of the Borrower and its
     Subsidiaries  to  (ii)  EBITDA at any time to be greater than 3.00 to 1.00.
The  Leverage Ratio shall be calculated, in each case, determined as of the last
day  of  each fiscal quarter based upon (a) for Indebtedness, Indebtedness as of
the  last day of each such fiscal quarter; and (b) for EBITDA, the actual amount
for  the  four-quarter  period  ending  on such day, calculated, with respect to
Permitted Acquisitions, on a pro forma basis using unadjusted historical audited
                             --- -----
and  reviewed  unaudited financial statements obtained from the seller (with the
EBITDA  component  thereof  broken  down  by  fiscal  quarter  in the Borrower's
reasonable  judgment).
(B)     Minimum  Interest Expense Coverage Ratio.  The Borrower shall maintain a
        ----------------------------------------
ratio  (the  "INTEREST EXPENSE COVERAGE RATIO") for any applicable period of (a)
EBIT  for  such  period  to (b) Interest Expense for such period of greater than
3.00 to 1.00 for each fiscal quarter.  The Interest Expense Coverage Ratio shall
be  calculated  as  of  the last day of each fiscal quarter for the four-quarter
period  ending  on  such  day.
ARTICLE  VIII:     DEFAULTS
                   --------
8.1     Defaults.  Each  of the following occurrences shall constitute a Default
        --------
under  this  Agreement:
(A)     Failure  to  Make Payments When Due.  The Borrower shall (i) fail to pay
        -----------------------------------
when  due  any  of  the  Obligations consisting of principal with respect to the
Loans  or  (ii) shall fail to pay within five (5) Business Days of the date when
due  any  of  the  other  Obligations  under  this  Agreement  or the other Loan
Documents.
(B)     Breach  of  Certain  Covenants.  The  Borrower  shall  fail  duly  and
        ------------------------------
punctually  to  perform or observe any agreement, covenant or obligation binding
        -
on  the  Borrower  or  there  shall otherwise be a breach of any covenant under:
(i)     Sections  7.1  or  7.2  (other  than Section 7.2(K)) and such failure or
        -------------      ---               --------------
breach shall continue unremedied for thirty (30) days after the earlier to occur
     of  (a)  the  date on which written notice from the Administrative Agent or
any  Lender is received by the Borrower of such breach and (b) the date on which
a  member  of  the  Senior  Management  Team  of  the Borrower or any Subsidiary
Guarantor  had knowledge of the existence of such breach or should have known of
the  existence  of  such  breach;  or
(ii)     Sections  7.2(K),  7.3  or  7.4.
         ----------------   ---      ---
(C)     Breach  of  Representation  or Warranty.  Any representation or warranty
        ---------------------------------------
made  or  deemed  made by the Borrower to the Administrative Agent or any Lender
herein  or  by  the Borrower or any of its Subsidiaries in any of the other Loan
Documents  or  in  any  statement  or  certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
     material  respect  on  the  date  as  of  which  made  (or  deemed  made).
(D)     Other  Defaults.  The  Borrower  shall  default in the performance of or
        ---------------
compliance  with  any term contained in this Agreement (other than as covered by
paragraphs  (A)  or  (B)  of  this  Section  8.1), or the Borrower or any of its
 --------------      ---            ------------
Subsidiaries  shall  default  in  the performance of or compliance with any term
 -----
contained  in  any  of the other Loan Documents, and such default shall continue
 --
for thirty (30) days after the earlier to occur of (a) the date on which written
 -
notice  from  the Administrative Agent or any Lender is received by the Borrower
of  such breach and (b) the date on which a member of the Senior Management Team
of  the  Borrower  or any Subsidiary Guarantor had knowledge of the existence of
such  breach  or  should  have  known  of  the  existence  of  such  breach.
(E)     Default  as  to  Other  Indebtedness.  The  Borrower  or  any  of  its
        ------------------------------------
Subsidiaries  shall  fail  to  make  any  payment when due (whether by scheduled
        --
maturity,  required  prepayment,  acceleration, demand or otherwise), beyond any
period of grace provided, with respect to (i) any Indebtedness incurred pursuant
to  the  Existing  Credit  Agreements or (ii) any other Indebtedness (other than
Indebtedness  hereunder)  which  individually  or  together  with  other  such
Indebtedness  as to which any such failure exists (other than hereunder or under
the  Existing  Credit  Agreements)  constitutes  Material  Indebtedness;  or any
breach,  default  or  event of default (including any "Termination Event", under
and  as  defined  in  the  Receivables  Purchase Documents, or any event of like
import in connection with the Receivables Purchase Facility) shall occur, or any
other  condition  shall  exist  under  any  instrument,  agreement  or indenture
pertaining  to  any  such  Indebtedness  under the Existing Credit Agreements or
Material Indebtedness having such aggregate outstanding principal amount, beyond
any  period  of  grace,  if  any,  provided  with respect thereto, if the effect
thereof  is  to  cause an acceleration, mandatory redemption, a requirement that
the  Borrower  offer  to  purchase  such  Indebtedness under the Existing Credit
Agreements  or  Material  Indebtedness  or  other  required  repurchase  of such
Indebtedness  under  the Existing Credit Agreements or Material Indebtedness, or
permit  the  holder(s) of such Indebtedness under the Existing Credit Agreements
or  Material  Indebtedness  to  accelerate the maturity of any such Indebtedness
under  the  Existing  Credit  Agreements  or  Material Indebtedness or require a
redemption  or  other  repurchase of such Indebtedness under the Existing Credit
Agreements or Material Indebtedness; or any such Indebtedness under the Existing
Credit Agreements or Material Indebtedness shall be otherwise declared to be due
and  payable  (by acceleration or otherwise) or required to be prepaid, redeemed
or  otherwise repurchased by the Borrower or any of its Subsidiaries (other than
by  a  regularly  scheduled  required  prepayment)  prior to the stated maturity
thereof.
(F)     Involuntary  Bankruptcy;  Appointment  of  Receiver,  Etc.
        ---------------------------------------------------------
(i)     An  involuntary  case  shall be commenced against the Borrower or any of
the  Borrower's  Material  Subsidiaries and the petition shall not be dismissed,
stayed,  bonded  or  discharged within sixty (60) days after commencement of the
case;  or  a  court  having jurisdiction in the premises shall enter a decree or
order  for  relief in respect of  the Borrower or any of the Borrower's Material
Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency
     or  other  similar  law  now or hereinafter in effect; or any other similar
relief  shall  be  granted under any applicable federal, state, local or foreign
law.
(ii)     A  decree  or  order of a court having jurisdiction in the premises for
the  appointment  of a receiver, liquidator, sequestrator, trustee, custodian or
other  officer  having similar powers over the Borrower or any of the Borrower's
Material  Subsidiaries  or over all or a substantial part of the property of the
Borrower  or any of the Borrower's Material Subsidiaries shall be entered; or an
interim  receiver,  trustee  or  other  custodian  of the Borrower or any of the
Borrower's Material Subsidiaries or of all or a substantial part of the property
of  the  Borrower  or  any  of  the  Borrower's  Material  Subsidiaries shall be
appointed  or  a warrant of attachment, execution or similar process against any
substantial  part  of  the  property  of  the  Borrower or any of the Borrower's
Material  Subsidiaries  shall  be issued and any such event shall not be stayed,
dismissed,  bonded or discharged within sixty (60) days after entry, appointment
or  issuance.
(G)     Voluntary Bankruptcy; Appointment of Receiver, Etc.  The Borrower or any
        ---------------------------------------------------
     of the Borrower's Material Subsidiaries shall (i) commence a voluntary case
under  any  applicable  bankruptcy,  insolvency  or  other  similar  law  now or
hereafter  in  effect,  (ii)  consent  to the entry of an order for relief in an
involuntary  case,  or  to  the conversion of an involuntary case to a voluntary
case,  under  any  such  law,  (iii)  consent  to  the  appointment of or taking
possession  by  a  receiver, trustee or other custodian for all or a substantial
part of its property, (iv) make any assignment for the benefit of creditors, (v)
take  any  corporate  action  to  authorize  any  of  the  foregoing or (vi)  is
generally  not  paying,  or admits in writing its inability to pay, its debts as
they  become  due.
(H)     Judgments  and  Attachments.  Any  money judgment(s) (other than a money
        ---------------------------
judgment  covered  by  insurance  as  to  which  the  insurance  company has not
disclaimed  or  reserved  the  right  to  disclaim coverage), writ or warrant of
attachment,  or  similar process against the Borrower or any of its Subsidiaries
or  any  of  their  respective  assets  involving  in  any single case or in the
aggregate  an amount in excess of $30,000,000 is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder.
(I)     Dissolution.  Any order, judgment or decree shall be entered against the
        -----------
Borrower  decreeing its involuntary dissolution or split up and such order shall
remain  undischarged  and unstayed for a period in excess of sixty (60) days; or
the  Borrower  shall otherwise dissolve or cease to exist except as specifically
permitted  by  this  Agreement.
(J)     Loan  Documents.  At  any  time,  for any reason, any Loan Document as a
        ---------------
whole that materially affects the ability of the Administrative Agent, or any of
the  Lenders to enforce the Obligations ceases to be in full force and effect or
the  Borrower  or  any  of  the  Borrower's  Subsidiaries party thereto seeks to
repudiate  its  obligations  under  any  Loan  Document.
(K)     Termination  Event.  Any  Termination  Event  occurs  which the Required
        ------------------
Lenders  believe  is  reasonably likely to subject either the Borrower or any of
its  Subsidiaries  to  liability  individually  or in the aggregate in excess of
$25,000,000.
(L)     Waiver  of  Minimum  Funding Standard.  If the plan administrator of any
        -------------------------------------
Plan  applies  under  Section  412(d)  of  the  Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and the Required Lenders believe
the  substantial  business hardship upon which the application for the waiver is
based  could reasonably be expected to subject either the Borrower or any of its
Subsidiaries  to  liability  individually  or  in  the  aggregate  in  excess of
$25,000,000.
(M)     Change  of  Control.  A  Change  of  Control  shall  occur.
        -------------------
(N)     Hedging  Agreements.  Nonpayment  by  the  Borrower  of  any  material
        -------------------
obligation  under  any  Hedging  Agreement  or the breach by the Borrower of any
material  term,  provision or condition contained in any such Hedging Agreement.
(O)     Environmental Matters.  The Borrower or any of its Subsidiaries shall be
        ---------------------
the  subject of any proceeding or investigation pertaining to (i) the Release by
the Borrower or any of its Subsidiaries of any Contaminant into the environment,
(ii)  the  liability of the Borrower or any of its Subsidiaries arising from the
Release  by  any  other Person of any Contaminant into the environment, or (iii)
any  violation  of any Environmental, Health or Safety Requirements of Law which
by  the  Borrower  or  any  of  its  Subsidiaries, which, in any case, has or is
reasonably  likely  to  subject  either  the  Borrower  or  its  Subsidiaries to
liability  individually  or  in  the  aggregate  in  excess  of  $25,000,000.
(P)     Subsidiary  Guarantor  Revocation.  Any  Subsidiary  Guarantor  shall
        ---------------------------------
terminate  or  revoke  any  of  its obligations under the Subsidiary Guaranty or
breach  any  of  the  material  terms  of  such  Subsidiary  Guaranty.
(Q)     Receivables  Purchase Document Events.  Other than at the request of the
        -------------------------------------
Borrower,  the  "Termination  Date"  or an event of like import resulting in the
termination  of  the  reinvestment of collections or proceeds of Receivables and
Related  Security  shall  occur  under  any  Receivables  Purchase  Document.
     A  Default  shall  be  deemed  "continuing"  until cured or until waived in
writing  in  accordance  with  Section  9.3.
                               ------------
ARTICLE  IX:     ACCELERATION,  DEFAULTING  LENDERS;  WAIVERS,  AMENDMENTS  AND
                 --------------------------------------------------------------
REMEDIES
      --
9.1     Termination  of  Commitments; Acceleration.  If any Default described in
        ------------------------------------------
Section  8.1(F),  (G)  or  (I)  occurs  with  respect  to  the  Borrower and the
 --------------   ---      ---
obligations of the Lenders to make Loans hereunder shall automatically terminate
 --------
     and  the  Obligations  shall immediately become due and payable without any
election  or  action  on the part of the Administrative Agent or any Lender.  If
any  other  Default  occurs,  the  Required Lenders may terminate or suspend the
obligations of the Lenders to make Loans hereunder or declare the Obligations to
be  due and payable, or both, whereupon the Obligations shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of  which  the  Borrower  expressly  waives.
9.2     Defaulting  Lender.  In  the event that any Lender fails to fund its Pro
        ------------------
Rata  Share  of the Advance requested or deemed requested by the Borrower, which
such  Lender  is obligated to fund under the terms of this Agreement (the funded
portion  of the Advance being hereinafter referred to as a "NON PRO RATA LOAN"),
until  the  earlier of such Lender's cure of such failure and the termination of
the  Commitments,  the  proceeds  of  all  amounts  thereafter  repaid  to  the
Administrative  Agent  by  the  Borrower and otherwise required to be applied to
such  Lender's  share  of  all  other  Obligations pursuant to the terms of this
Agreement  shall  be  advanced  to  the  Borrower by the Administrative Agent on
behalf  of such Lender to cure, in full or in part, such failure by such Lender,
but  shall  nevertheless  be  deemed  to  have  been  paid  to  such  Lender  in
satisfaction  of  such  other  Obligations.  Notwithstanding  anything  in  this
Agreement  to  the  contrary:
(i)     the  foregoing  provisions  of  this  Section  9.2 shall apply only with
                                              ------------
respect  to  the  proceeds  of  payments of Obligations and shall not affect the
conversion  or  continuation  of  Loans  pursuant  to  Section  2.9;
                                                       ------------
(ii)     any  such  Lender shall be deemed to have cured its failure to fund its
Pro  Rata Share, of the Advance at such time as an amount equal to such Lender's
original  Pro  Rata  Share  of the requested principal portion of the Advance is
fully funded to the Borrower, whether made by such Lender itself or by operation
of  the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with
                      -----------
respect  thereto  has  been  repaid,  converted  or  continued;
(iii)     amounts advanced to the Borrower to cure, in full or in part, any such
Lender's  failure to fund its Pro Rata Share of the Advance ("CURE LOANS") shall
bear  interest at the rate applicable to Floating Rate Loans in effect from time
to  time,  and  for  all other purposes of this Agreement shall be treated as if
they  were  Floating  Rate  Loans;
(iv)     regardless  of  whether or not a Default has occurred or is continuing,
and  notwithstanding  the  instructions  of  the  Borrower  as  to  its  desired
application,  all  repayments  of  principal which, in accordance with the other
terms of this Agreement, would be applied to the outstanding Floating Rate Loans
shall  be applied first, ratably to all Floating Rate Loans constituting Non Pro
                  -----
Rata Loans, second, ratably to Floating Rate Loans other than those constituting
            ------
Non  Pro  Rata  Loans  or  Cure Loans and, third, ratably to Floating Rate Loans
                                           -----
constituting  Cure  Loans;
(v)     for  so  long  as and until the earlier of any such Lender's cure of the
failure  to  fund  its  Pro Rata Share of the Advance and the termination of the
Commitments,  the  term  "Required Lenders" for purposes of this Agreement shall
mean  Lenders  (excluding all Lenders whose failure to fund their respective Pro
Rata  Share  of  the  Advance  have  not  been  so  cured) whose Pro Rata Shares
represent  greater  than fifty percent (50%) of the aggregate Pro Rata Shares of
such  Lenders;  and
(vi)     for so long as and until any such Lender's failure to fund its Pro Rata
Share  of  the  Advance is cured in accordance with Section 9.2(ii), such Lender
                                                    ---------------
shall not be entitled to any Facility Fees with respect to its Commitment, which
Facility  Fees  shall  accrue  in  favor  of the Lenders which have funded their
respective  Pro  Rata  Share  of  the  Advance,  shall  be  allocated among such
performing  Lenders  ratably based upon their relative Commitments or Loans, and
shall  be  calculated  based  upon  the  average  amount  by which the aggregate
Commitments  of such performing Lenders exceeds the outstanding principal amount
of  the  Loans  owing  to  such  performing  Lenders.
9.3     Amendments.  Subject  to the provisions of this Article IX, the Required
        ----------                                      ----------
Lenders (or the Administrative Agent with the consent in writing of the Required
     Lenders) and the Borrower may enter into agreements supplemental hereto for
the  purpose  of  adding  or  modifying  any provisions to the Loan Documents or
changing  in  any  manner the rights of the Lenders or the Borrower hereunder or
waiving  any  Default  hereunder;  provided,  however, that no such supplemental
                                   --------   -------
agreement  shall,  without the consent of each Lender (which is not a defaulting
Lender  under  the  provisions  of  Section  9.2)  affected  thereby:
                                    ------------
(i)     Postpone  or extend the Termination Date or any other date fixed for any
payment  of principal of, or interest on, the Loans or any fees or other amounts
payable  to such Lender (other than any modifications of the provisions relating
to  amounts,  timing  or  application  of  prepayments  of  the  Loans and other
Obligations, which modifications shall require the approval only of the Required
     Lenders).
(ii)     Reduce  the principal amount of any Loans, or reduce the rate or extend
the  time of payment of interest or fees thereon (other than (a) a waiver of the
application  of the default rate of interest pursuant to Section 2.10 hereof and
                                                         ------------
(b)  as  a  result of a change (x) in the definition of Leverage Ratio or any of
the  components thereof or the method of calculation thereof as set forth herein
or (y) in the definition of "Leverage Ratio" or any of the components thereof or
the  method  of  calculation  thereof as set forth in the Existing 5-Year Credit
Agreement).
(iii)     Reduce  the percentage specified in the definition of Required Lenders
or  any other percentage of Lenders specified to be the applicable percentage in
this Agreement to act on specified matters or amend the definitions of "Required
Lenders"  or  "Pro  Rata  Share".
(iv)     Increase  the  amount  of  the  Commitment  of such Lender hereunder or
increase  such  Lender's  Pro  Rata  Share.
(v)     Permit  the  Borrower  to  assign  its  rights  under  this  Agreement.
(vi)     other  than  pursuant  to  a transaction permitted by the terms of this
Agreement,  release  any  guarantor  from  its  obligations under the Subsidiary
Guaranty.
(vii)     Amend  this  Section  9.3.
                       ------------
No  amendment  of any provision of this Agreement relating to the Administrative
Agent  shall  be  effective  without  the  written consent of the Administrative
Agent.  The  Administrative  Agent  may  waive payment of the fee required under
Section  13.3(B)  without  obtaining  the  consent  of  any  of  the  Lenders.
   -------------
9.4     Preservation  of  Rights.  No  delay  or  omission of the Lenders or the
        ------------------------
Administrative Agent to exercise any right under the Loan Documents shall impair
     such right or be construed to be a waiver of any Default or an acquiescence
therein,  and the making of a Loan notwithstanding the existence of a Default or
the  inability  of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence.  Any single or partial exercise
of  any  such  right shall not preclude other or further exercise thereof or the
exercise  of any other right, and no waiver, amendment or other variation of the
terms,  conditions or provisions of the Loan Documents whatsoever shall be valid
unless  in  writing  signed by the Lenders required pursuant to Section 9.3, and
                                                                -----------
then  only  to  the extent in such writing specifically set forth.  All remedies
contained  in  the Loan Documents or by law afforded shall be cumulative and all
shall  be available to the Administrative Agent and the Lenders until all of the
Obligations  (other than contingent indemnity obligations) shall have been fully
and indefeasibly paid and satisfied in cash and all financing arrangements among
the  Borrower  and  the  Lenders  shall  have  been  terminated.
ARTICLE  X:     GENERAL  PROVISIONS
                -------------------
10.1     Survival of Representations.  All representations and warranties of the
         ---------------------------
     Borrower  contained  in  this  Agreement  shall  survive  delivery  of this
Agreement  and  the  making  of  the  Loans  herein  contemplated.
10.2     Governmental  Regulation.  Anything  contained in this Agreement to the
         ------------------------
contrary  notwithstanding,  no Lender shall be obligated to extend credit to the
Borrower  in  violation  of  any  limitation  or  prohibition  provided  by  any
applicable  statute  or  regulation.
10.3     Performance  of  Obligations.  The  Borrower  agrees  that  after  the
         ----------------------------
occurrence  and  during  the  continuance of a Default, the Administrative Agent
may,  but  shall  have  no  obligation  to,  make any payment or perform any act
required  of  the  Borrower  under  any  Loan  Document  to  the  extent  the
Administrative Agent determines that such action shall be necessary or advisable
in  order  to  protect  or  preserve  the  rights of the Lenders hereunder.  The
Administrative  Agent  shall  use  its  reasonable  efforts to give the Borrower
notice  of  any action taken under this Section 10.3 prior to the taking of such
                                        ------------
action or promptly thereafter provided the failure to give such notice shall not
affect  the  Borrower's  obligations in respect thereof.  The Borrower agrees to
pay  the  Administrative  Agent,  upon demand, the principal amount of all funds
advanced  by  the  Administrative  Agent  under this Section 10.3, together with
                                                     ------------
interest thereon at the rate from time to time applicable to Floating Rate Loans
from the date of such advance until the outstanding principal balance thereof is
paid  in  full.  If  the  Borrower  fails to make payment in respect of any such
advance  under  this Section 10.3 within one (1) Business Day after the date the
                     ------------
Borrower  receives  written  demand  therefor from the Administrative Agent, the
Administrative  Agent  shall  promptly notify each Lender and each Lender agrees
that  it  shall thereupon make available to the Administrative Agent, in Dollars
in immediately available funds, the amount equal to such Lender's Pro Rata Share
of  such  advance.  If  such  funds are not made available to the Administrative
Agent  by  such  Lender  within  one  (1)  Business Day after the Administrative
Agent's  demand  therefor,  the Administrative Agent will be entitled to recover
any  such  amount from such Lender together with interest thereon at the Federal
Funds  Effective  Rate  for each day during the period commencing on the date of
such  demand and ending on the date such amount is received.  The failure of any
Lender  to  make available to the Administrative Agent its Pro Rata Share of any
such  unreimbursed  advance  under  this  Section 10.3 shall neither relieve any
                                          ------------
other Lender of its obligation hereunder to make available to the Administrative
Agent  such  other  Lender's  Pro  Rata  Share  of such advance on the date such
payment  is  to  be made nor increase the obligation of any other Lender to make
such  payment  to  the  Administrative Agent.  All outstanding principal of, and
interest  on, advances made under this Section 10.3 shall constitute Obligations
                                       ------------
subject  to  the  terms  of  this  Agreement until paid in full by the Borrower.
10.4     Headings.  Section  headings  in the Loan Documents are for convenience
         --------
of  reference  only,  and  shall  not  govern  the  interpretation of any of the
provisions  of  the  Loan  Documents.
10.5     Entire  Agreement.  The  Loan Documents embody the entire agreement and
         -----------------
understanding  among  the Borrower, the Administrative Agent and the Lenders and
supersede  all  prior  agreements  and  understandings  among  the Borrower, the
Administrative  Agent  and  the  Lenders  relating to the subject matter thereof
except  as  specifically  set  forth  in  a side letter among the Administrative
Agent,  the  Syndication  Agent, the Arrangers and the Borrower, dated as of the
Closing  Date.
10.6     Several  Obligations;  Benefits  of  this  Agreement.  The  respective
         ----------------------------------------------------
obligations  of  the  Lenders  hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the  Administrative  Agent  is  authorized  to act as such).  The failure of any
Lender  to  perform any of its obligations hereunder shall not relieve any other
Lender  from  any  of  its  obligations  hereunder.  This Agreement shall not be
construed  so  as  to confer any right or benefit upon any Person other than the
parties  to  this  Agreement  and  their  respective  successors  and  assigns.
10.7     Expenses;  Indemnification.
         --------------------------
(A)     Expenses.  The Borrower shall reimburse the Administrative Agent and the
        --------
     Arrangers  for  any  reasonable  costs,  internal charges and out-of-pocket
expenses  (including reasonable attorneys' and paralegals' fees and time charges
of  attorneys  and  paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Administrative  Agent  or  the  Arrangers  in  connection  with the preparation,
negotiation,  execution,  delivery,  syndication, review, amendment modification
and,  after  the  occurrence  and  during  the  continuance  of  a Default or an
Unmatured  Default,  administration  of  the  Loan Documents.  The Borrower also
agrees  to  reimburse the Administrative Agent and the Arrangers and the Lenders
for  any  reasonable  costs  and  out-of-pocket  expenses  (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the  Administrative Agent and the Arrangers and the Lenders, which attorneys and
paralegals  may be employees of the Administrative Agent or the Arrangers or the
Lenders)  paid  or  incurred by the Administrative Agent or the Arrangers or any
Lender  in  connection with the collection of the Obligations and enforcement of
the  Loan  Documents;  provided,  that  after  the  occurrence  and  during  the
                       --------
continuance  of  a  Default, the Borrower agrees to reimburse the Administrative
Agent,  the  Arrangers  and  the  Lenders  for  all such costs and out-of-pocket
expenses,  whether  or  not  reasonable.
(B)     Indemnity.  The  Borrower  further agrees to defend, protect, indemnify,
        ---------
and hold harmless the Administrative Agent, the Arrangers, the Syndication Agent
and  each  and  all  of the Lenders and each of their respective Affiliates, and
each  of such Administrative Agent's, Syndication Agent's, Arranger's, Lender's,
or  Affiliate's  respective  officers, directors, trustees, investment advisors,
employees,  attorneys  and agents (including, without limitation, those retained
in  connection  with  the  satisfaction  or attempted satisfaction of any of the
conditions  set  forth  in Article V) (collectively, the "INDEMNITEES") from and
                           ---------
against  any  and  all  liabilities,  obligations,  losses,  damages, penalties,
actions,  judgments,  suits,  claims,  costs,  expenses  of  any  kind or nature
whatsoever (including, without limitation, the fees and disbursements of counsel
for  such  Indemnitees  in  connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a party
thereto),  imposed  on, incurred by, or asserted against such Indemnitees in any
manner  relating  to  or  arising  out  of:
(i)     this  Agreement,  the  other  Loan  Documents  or any of the Transaction
Documents,  or  any act, event or transaction related or attendant thereto or to
the  Transactions  and the making of the Loans hereunder, the management of such
Loans, the use or intended use of the proceeds of the Loans hereunder, or any of
     the  other  transactions  contemplated  by  the  Transaction  Documents; or
(ii)     any  liabilities,  obligations,  responsibilities,  losses,  damages,
personal  injury,  death,  punitive  damages,  economic  damages,  consequential
damages, treble damages, intentional, willful or wanton injury, damage or threat
to  the  environment,  natural  resources or public health or welfare, costs and
expenses  (including,  without  limitation, attorney, expert and consulting fees
and  costs  of  investigation,  feasibility  or remedial action studies), fines,
penalties  and  monetary  sanctions,  interest,  direct  or  indirect,  known or
unknown,  absolute  or contingent, past, present or future relating to violation
of  any  Environmental,  Health or Safety Requirements of Law arising from or in
connection  with  the  past,  present  or future operations of the Borrower, its
Subsidiaries  or any of their respective predecessors in interest, or, the past,
present  or  future  environmental, health or safety condition of any respective
property  of  the  Borrower  or  its  Subsidiaries,  the  presence  of
asbestos-containing  materials at any respective property of the Borrower or its
Subsidiaries  or  the  Release or threatened Release of any Contaminant into the
environment  (collectively,  the  "INDEMNIFIED  MATTERS");
provided,  however,  the  Borrower  shall  have  no  obligation to an Indemnitee
--------   -------
hereunder  with  respect  to Indemnified Matters caused by or resulting from the
------
willful  misconduct  or  gross negligence of such Indemnitee with respect to the
--
Loan  Documents,  as determined by the final non-appealed judgment of a court of
--
competent  jurisdiction.  If the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of  any  law or public policy, the Borrower shall contribute the maximum portion
which  it  is  permitted to pay and satisfy under applicable law, to the payment
and  satisfaction  of  all  Indemnified  Matters  incurred  by  the Indemnitees.
     Each  Indemnitee, with respect to any action against it in respect of which
indemnity  may  be  sought  under this Section, shall give written notice of the
commencement  of such action to the Borrower within a reasonable time after such
Indemnitee  is  made a party to such action.  Upon receipt of any such notice by
the  Borrower, unless such Indemnitee shall be advised by its counsel that there
are  or  may  be  legal defenses available to such Indemnitee that are different
from,  in  addition  to,  or  in  conflict  with,  the defenses available to the
Borrower  or  any  of  its  Subsidiaries,  the Borrower may participate with the
Indemnitee  in  the defense of such Indemnified Matter, including the employment
of  counsel  consented  to  by  such  Indemnitee  (which  consent  shall  not be
unreasonably withheld); provided, however, nothing provided herein shall entitle
                        --------  -------
(a)  the  Borrower  or  any  of  its  Subsidiaries to assume the defense of such
Indemnified  Matter or (b) any Indemnitee to effect any settlement in respect of
any  indemnified  matter  without the Borrower's consent, such consent not to be
unreasonably  withheld.
(C)     Waiver  of  Certain  Claims; Settlement of Claims.  The Borrower further
        -------------------------------------------------
agrees  to  assert  no  claim  against  any  of the Indemnitees on any theory of
liability  seeking  consequential,  special,  indirect,  exemplary  or  punitive
damages.  No  settlement  of any claim asserted against or likely to be asserted
against  an  Indemnitee  shall  be  entered  into  by the Borrower or any if its
Subsidiaries  with  respect  to  any  claim,  litigation,  arbitration  or other
proceeding  relating  to  or  arising  out of the transactions evidenced by this
Agreement,  the  other  Loan  Documents  or  in connection with the Transactions
(whether  or  not  the Administrative Agent or any Lender or any Indemnitee is a
party  thereto) unless such settlement releases such Indemnitee from any and all
liability  with  respect  thereto.
(D)     Survival  of Agreements.  The obligations and agreements of the Borrower
        -----------------------
under  this  Section  10.7  shall  survive  the  termination  of this Agreement.
             -------------
10.8     Numbers  of Documents.  All statements, notices, closing documents, and
         ---------------------
requests  hereunder  shall  be  furnished  to  the  Administrative  Agent  with
sufficient counterparts so that the Administrative Agent may furnish one to each
     of  the  Lenders.
10.9     Accounting.  Except  as provided to the contrary herein, all accounting
         ----------
terms  used  herein  shall  be  interpreted  and  all  accounting determinations
hereunder  shall be made in accordance with Agreement Accounting Principles.  If
any  changes  in generally accepted accounting principles are hereafter required
or permitted and are adopted by the Borrower or any of its Subsidiaries with the
agreement  of  its  independent  certified  public  accountants and such changes
result  in  a  change  in  the  method  of  calculation  of any of the financial
covenants, tests, restrictions or standards herein or in the related definitions
or  terms  used therein ("ACCOUNTING CHANGES"), the parties hereto agree, at the
Borrower's request, to enter into negotiations, in good faith, in order to amend
such  provisions  in  a  credit  neutral  manner so as to reflect equitably such
changes  with the desired result that the criteria for evaluating the Borrower's
and  its  Subsidiaries' financial condition shall be the same after such changes
as  if  such changes had not been made; provided, however, until such provisions
                                        --------  -------
are  amended in a manner reasonably satisfactory to the Administrative Agent and
the  Required  Lenders,  no  Accounting  Change  shall  be  given effect in such
calculations  and  all financial statements and reports required to be delivered
hereunder  shall  be prepared in accordance with Agreement Accounting Principles
without  taking  into  account  such  Accounting  Changes.  In  the  event  such
amendment  is  entered  into,  all  references  in  this  Agreement to Agreement
Accounting  Principles shall mean generally accepted accounting principles as of
the  date  of  such  amendment.
10.10     Severability  of  Provisions.  Any provision in any Loan Document that
          ----------------------------
is  held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as  to  that  jurisdiction,  be  inoperative,  unenforceable, or invalid without
affecting  the  remaining  provisions  in  that  jurisdiction  or the operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this  end  the  provisions  of  all Loan Documents are declared to be severable.
10.11     Nonliability  of  Lenders.  The  relationship between the Borrower and
          -------------------------
the  Lenders  and  the Administrative Agent shall be solely that of borrower and
lender.  Neither  the  Administrative  Agent  nor  any  Lender  shall  have  any
fiduciary  responsibilities  to  the Borrower.  Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrower to review or inform
the  Borrower  of  any  matter  in  connection  with any phase of the Borrower's
business  or  operations.
10.12     GOVERNING  LAW.  THE  ADMINISTRATIVE  AGENT ACCEPTS THIS AGREEMENT, ON
          --------------
BEHALF  OF  ITSELF  AND  THE  LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING  TO  IT THERE.  ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT,  ANY  LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION  WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD  TO  THE  CONFLICTS  OF  LAWS  PROVISIONS)  OF  THE  STATE  OF  ILLINOIS.
10.13     CONSENT  TO  JURISDICTION;  JURY  TRIAL.
          ---------------------------------------
(A)     EXCLUSIVE  JURISDICTION.  EXCEPT  AS PROVIDED IN SUBSECTION (B), EACH OF
        -----------------------                          --------------
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
     WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM
IN  CONNECTION  WITH,  THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING  IN  CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY  STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE  THAT  ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED  OUTSIDE OF CHICAGO, ILLINOIS.  EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES  BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
                                   --------------
TO  THE  LOCATION  OF  THE  COURT  CONSIDERING  THE  DISPUTE.
(B)     OTHER JURISDICTIONS.  THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT,
        -------------------
ANY  LENDER  OR  ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED
AGAINST  THE  BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON  TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) IN ORDER TO
ENFORCE  A  JUDGMENT  OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  THE
BORROWER  AGREES  THAT  IT  WILL  NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS
OR  TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON BUT SHALL
ONLY  BE  PERMITTED  TO  BRING  ANY SUCH PERMISSIVE COUNTERCLAIM IN A PROCEEDING
BROUGHT  PURSUANT  TO CLAUSE (A).  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY
                     -----------
HAVE  TO  THE  LOCATION  OF  THE  COURT  IN  WHICH  SUCH  PERSON HAS COMMENCED A
PROCEEDING  DESCRIBED  IN  THIS  SUBSECTION  (B).
                                 ---------------
(C)     VENUE.  THE  BORROWER  IRREVOCABLY  WAIVES  ANY  OBJECTION  (INCLUDING,
        -----
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF  FORUM  NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
    -----  --- ----------
ANY  SUCH  ACTION  OR  PROCEEDING  WITH  RESPECT  TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT,  DOCUMENT  OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN  ANY  JURISDICTION  SET  FORTH  ABOVE.
(D)     WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
        --------------------
RIGHT  TO  HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT,  TORT,  OR  OTHERWISE,  ARISING  OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL  TO  THE  RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT  OR  ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT  A  JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY  OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES  HERETO  TO  THE  WAIVER  OF  THEIR  RIGHT  TO  TRIAL  BY  JURY.
(E)     ADVICE  OF  COUNSEL.  EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
        -------------------
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION  10.7  AND  THIS  SECTION  10.13,  WITH  ITS  COUNSEL.
-------------             --------------
10.14     Subordination  of Intercompany Indebtedness.  The Borrower agrees that
          -------------------------------------------
any  and  all  claims  of the Borrower against any of its Subsidiaries that is a
Subsidiary  Guarantor  with  respect  to  any  "Intercompany  Indebtedness"  (as
hereinafter defined), any endorser, obligor or any other guarantor of all or any
     part  of  the  Obligations,  or  against  any  of  its  properties shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash,  of  all  Obligations  and  Hedging  Obligations under Hedging Agreements;
provided  that, and not in contravention of the foregoing, so long as no Default
     ---
has  occurred  and  is  continuing  the  Borrower  may make loans to and receive
payments  in  the ordinary course with respect to such Intercompany Indebtedness
from each such Subsidiary Guarantor to the extent permitted by the terms of this
Agreement  and  the  other  Loan  Documents.  Notwithstanding  any  right of the
Borrower  to  ask,  demand,  sue  for,  take  or  receive  any  payment from any
Subsidiary  Guarantor, all rights, liens and security interests of the Borrower,
whether  now  or  hereafter arising and howsoever existing, in any assets of any
Subsidiary  Guarantor shall be and are subordinated to the rights of the holders
of  the  Obligations and the Administrative Agent in those assets.  The Borrower
shall  have  no  right  to possession of any such asset or to foreclose upon any
such asset, whether by judicial action or otherwise, unless and until all of the
Obligations  (other  than  contingent  indemnity  obligations)  and  the Hedging
Obligations  under  Hedging  Agreements shall have been fully paid and satisfied
(in  cash)  and  all  financing  arrangements  pursuant  to any Loan Document or
Hedging  Agreement among the Borrower and the holders of the Obligations (or any
affiliate  thereof)  have  been terminated.  If all or any part of the assets of
any  Subsidiary  Guarantor,  or  the  proceeds  thereof,  are  subject  to  any
distribution,  division  or  application  to  the  creditors  of such Subsidiary
Guarantor, whether partial or complete, voluntary or involuntary, and whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit  of  creditors  or any other action or proceeding, or if the business of
any such Subsidiary Guarantor is dissolved or if substantially all of the assets
of  any  such  Subsidiary  Guarantor are sold, then, and in any such event (such
events  being  herein  referred  to  as  an  "INSOLVENCY EVENT"), any payment or
distribution  of  any  kind  or  character,  either in cash, securities or other
property,  which  shall  be  payable  or deliverable upon or with respect to any
indebtedness  of  any  Subsidiary  Guarantor  to  the  Borrower  ("INTERCOMPANY
INDEBTEDNESS")  shall  be paid or delivered directly to the Administrative Agent
for  application  on  any  of  the Obligations and Hedging Obligations under the
Hedging  Agreements,  due  or  to become due, until such Obligations and Hedging
Obligations  (other than contingent indemnity obligations) shall have first been
fully  paid and satisfied (in cash).  Should any payment, distribution, security
or  instrument  or  proceeds  thereof  be  received by the Borrower upon or with
respect  to the Intercompany Indebtedness after an Insolvency Event prior to the
satisfaction  of  all  of  the  Obligations  (other  than  contingent  indemnity
obligations)  and  Hedging  Obligations  under  Hedging  Agreements  and  the
termination  of  all  financing  arrangements  pursuant  to any Loan Document or
Hedging  Agreement  among the Borrower and the holders of Obligations (and their
affiliates),  the Borrower shall receive and hold the same in trust, as trustee,
for  the  benefit of the holders of the Obligations and such Hedging Obligations
and  shall  forthwith  deliver  the  same  to  the Administrative Agent, for the
benefit  of  such  Persons,  in  precisely  the  form  received  (except for the
endorsement  or  assignment of the Borrower where necessary), for application to
any  of the Obligations and such Hedging Obligations, due or not due, and, until
so delivered, the same shall be held in trust by the Borrower as the property of
the  holders  of  the Obligations and such Hedging Obligations.  If the Borrower
fails  to  make  any such endorsement or assignment to the Administrative Agent,
the  Administrative  Agent  or  any of its officers or employees are irrevocably
authorized  to  make  the  same.  The Borrower agrees that until the Obligations
(other  than  the contingent indemnity obligations) and such Hedging Obligations
have  been  paid  in full (in cash) and satisfied and all financing arrangements
pursuant  to  any  Loan Document or Hedging Agreement among the Borrower and the
holders  of  the  Obligations  (and  their affiliates) have been terminated, the
Borrower  will  not  assign  or  transfer  to  any  Person  (other  than  the
Administrative  Agent)  any  claim  the  Borrower  has  or  may have against any
Subsidiary  Guarantor.
ARTICLE  XI:     THE  ADMINISTRATIVE  AGENT
                 --------------------------
11.1     Appointment;  Nature  of  Relationship.  Bank  One,  NA,  having  its
         ---------------------------------------
principal  office  in  Chicago,  Illinois  is  appointed  by  the Lenders as the
Administrative  Agent  hereunder and under each other Loan Document, and each of
the  Lenders  irrevocably  authorizes  the  Administrative  Agent  to act as the
contractual  representative  of such Lender with the rights and duties expressly
set  forth  herein  and  in  the other Loan Documents.  The Administrative Agent
agrees  to  act  as  such contractual representative upon the express conditions
contained  in  this  Article  XI.  Notwithstanding  the  use of the defined term
                     -----------
"Administrative  Agent,"  it  is  expressly  understood  and  agreed  that  the
Administrative Agent shall not have any fiduciary responsibilities to any Holder
     of  Obligations  by  reason  of  this Agreement and that the Administrative
Agent  is  merely  acting  as  the representative of the Lenders with only those
duties  as  are  expressly  set  forth  in  this  Agreement  and  the other Loan
Documents.  In  its  capacity  as  the  Lenders' contractual representative, the
Administrative  Agent  (i)  does  not  assume any fiduciary duties to any of the
Holders of Obligations, (ii) is a "representative" of the Holders of Obligations
within  the  meaning  of  "secured party" as defined in Section 9-102 of Revised
Article  9  of the Uniform Commercial Code of the State of Illinois and (iii) is
acting  as an independent contractor, the rights and duties of which are limited
to  those  expressly  set  forth in this Agreement and the other Loan Documents.
Each  of  the  Lenders, for itself and on behalf of its affiliates as Holders of
Obligations,  agrees  to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of  which  claims  each  Holder  of  Obligations  waives.
11.2     Powers.  The  Administrative  Agent  shall  have  and may exercise such
         ------
powers  under  the  Loan  Documents  as  are  specifically  delegated  to  the
Administrative  Agent by the terms of each thereof, together with such powers as
are  reasonably  incidental  thereto.  The  Administrative  Agent  shall have no
implied  duties  or  fiduciary  duties  to the Lenders, or any obligation to the
Lenders  to  take  any action hereunder or under any of the other Loan Documents
except  any  action  specifically  provided by the Loan Documents required to be
taken  by  the  Administrative  Agent.
11.3     General  Immunity.  Neither  the  Administrative  Agent  nor any of its
         -----------------
directors,  officers,  agents  or employees shall be liable to the Borrower, the
Lenders  or any Lender for any action taken or omitted to be taken by it or them
hereunder  or  under  any  other  Loan  Document  or  in  connection herewith or
therewith  except  to  the  extent  such  action or inaction is found in a final
judgment  by  a  court  of competent jurisdiction to have arisen solely from the
gross  negligence  or  willful  misconduct  of  such  Person.
11.4     No  Responsibility for Loans, Creditworthiness, Recitals, Etc.  Neither
         -------------------------------------------------------------
the Administrative Agent nor any of its directors, officers, agents or employees
shall  be responsible for or have any duty to ascertain, inquire into, or verify
(i)  any  statement, warranty or representation made in connection with any Loan
Document  or  any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction  of  any  condition specified in Article V, except receipt of items
                                              ---------
required  to be delivered solely to the Administrative Agent; (iv) the existence
or  possible  existence  of  any  Default  or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection  therewith.  The Administrative Agent shall not be responsible to any
Lender  for any recitals, statements, representations or warranties herein or in
any  of the other Loan Documents, for the perfection or priority of the Liens on
collateral,  if any, or for the execution, effectiveness, genuineness, validity,
legality,  enforceability,  collectibility,  or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the  financial  condition of any guarantor of any or all of the Obligations, the
Borrower  or  any  of  its  Subsidiaries.
11.5     Action  on  Instructions of Lenders.  The Administrative Agent shall in
         -----------------------------------
all  cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by  the  Required  Lenders  (or  all of the Lenders in the event that and to the
extent  that  this Agreement expressly requires such), and such instructions and
any  action  taken or failure to act pursuant thereto shall be binding on all of
the  Lenders  and on all owners of Loans and on all Holders of Obligations.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action  hereunder  and  under  any  other Loan Document unless it shall first be
indemnified  to  its  satisfaction  by  the Lenders pro rata against any and all
liability,  cost and expense that it may incur by reason of taking or continuing
to  take  any  such  action.
11.6     Employment  of  Administrative  Agents and Counsel.  The Administrative
         --------------------------------------------------
Agent  may  execute  any of its duties as the Administrative Agent hereunder and
under  any  other  Loan  Document  by  or  through  employees,  agents,  and
attorney-in-fact  and shall not be answerable to the Lenders, except as to money
or  securities  received  by  it  or  its  authorized agents, for the default or
misconduct  of  any  such  agents  or  attorneys-in-fact  selected  by  it  with
reasonable  care.  The  Administrative  Agent  shall  be  entitled  to advice of
counsel  concerning the contractual arrangement between the Administrative Agent
and  the Lenders and all matters pertaining to the Administrative Agent's duties
hereunder  and  under  any  other  Loan  Document.
11.7     Reliance  on  Documents;  Counsel.  The  Administrative  Agent shall be
         ---------------------------------
entitled  to  rely  upon  any  notice,  consent, certificate, affidavit, letter,
telegram,  statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to  legal  matters,  upon  the opinion of counsel selected by the Administrative
Agent,  which  counsel  may  be  employees  of  the  Administrative  Agent.
11.8     The  Administrative  Agent's  Reimbursement  and  Indemnification.  The
         -----------------------------------------------------------------
Lenders  agree  to  reimburse  and indemnify the Administrative Agent ratably in
proportion  to  their  respective  Pro  Rata  Shares  (i)  for  any  amounts not
reimbursed  by  the  Borrower  for which the Administrative Agent is entitled to
reimbursement  by  the  Borrower  under  the  Loan Documents, (ii) for any other
expenses  incurred  by  the  Administrative  Agent  on behalf of the Lenders, in
connection  with  the  preparation,  execution,  delivery,  administration  and
enforcement  of  the  Loan Documents and (iii) for any liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of  any  kind  and  nature  whatsoever  which  may be imposed on,
incurred  by or asserted against the Administrative Agent in any way relating to
or  arising  out  of  the  Loan  Documents  or  any  other document delivered in
connection  therewith  or  the  transactions  contemplated  thereby,  or  the
enforcement of any of the terms thereof or of any such other documents, provided
                                                                        --------
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing  is  found  in a final non-appealable judgment by a court of competent
jurisdiction  to  have  arisen  solely  from  the  gross  negligence  or willful
misconduct  of  the  Administrative  Agent.
11.9     Rights  as  a Lender.  With respect to its Commitment and Loans made by
         --------------------
it, the Administrative Agent shall have the same rights and powers hereunder and
under  any other Loan Document as any Lender and may exercise the same as though
it  were not the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless  the context otherwise indicates, include the Administrative Agent in its
individual  capacity.  The  Administrative  Agent may accept deposits from, lend
money  to,  and  generally  engage  in  any kind of trust, debt, equity or other
transaction,  in  addition  to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which such Person
is  not  prohibited  hereby  from  engaging  with  any  other  Person.
11.10     Lender  Credit  Decision.  Each  Lender  acknowledges  that  it  has,
          ------------------------
independently  and without reliance upon the Administrative Agent, the Arrangers
or  any  other  Lender  and  based  on  the financial statements prepared by the
Borrower  and such other documents and information as it has deemed appropriate,
made  its  own credit analysis and decision to enter into this Agreement and the
other Loan Documents.  Each Lender also acknowledges that it will, independently
and  without  reliance upon the Administrative Agent, the Arrangers or any other
Lender  and based on such documents and information as it shall deem appropriate
at  the  time, continue to make its own credit decisions in taking or not taking
action  under  this  Agreement  and  the  other  Loan  Documents.
11.11     Successor  Administrative  Agent.  The Administrative Agent may resign
          --------------------------------
at  any  time  by giving written notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If
no  successor  Administrative Agent shall have been so appointed by the Required
Lenders  and  shall  have accepted such appointment within thirty days after the
retiring  Administrative Agent's giving notice of resignation, then the retiring
Administrative  Agent  may appoint, on behalf of the Borrower and the Lenders, a
successor  Administrative  Agent.  Notwithstanding  anything  herein  to  the
contrary,  so  long  as  no  Default  has  occurred and is continuing, each such
successor  Administrative  Agent  shall  be subject to approval by the Borrower,
which  approval  shall  not  be  unreasonably  withheld.  Such  successor
Administrative  Agent  shall  be  a  commercial bank having capital and retained
earnings  of  at  least $500,000,000.  Upon the acceptance of any appointment as
the  Administrative  Agent  hereunder  by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all  the  rights,  powers,  privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and  obligations  hereunder  and  under  the  other  Loan  Documents.  After any
retiring  Administrative  Agent's resignation hereunder as Administrative Agent,
the  provisions  of  this Article XI 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
the  Administrative  Agent  hereunder  and  under  the  other  Loan  Documents.
11.12          No  Duties  Imposed Upon Syndication Agent or Arrangers.  None of
               -------------------------------------------------------
the  Persons identified on the cover page to this Agreement, the signature pages
to  this  Agreement  or  otherwise in this Agreement as a "Syndication Agent" or
"Arranger" shall have any right, power, obligation, liability, responsibility or
duty  under  this  Agreement  other  than  if  such  Person  is  a Lender, those
applicable  to all Lenders as such.  Without limiting the foregoing, none of the
Persons  identified  on the cover page to this Agreement, the signature pages to
this  Agreement  or  otherwise  in  this  Agreement  as a "Syndication Agent" or
"Arranger"  shall  have  or be deemed to have any fiduciary duty to or fiduciary
relationship with any Lender.  In addition to the agreement set forth in Section
                                                                         -------
11.10,  each  of  the  Lenders acknowledges that it has not relied, and will not
-----
rely,  on  any  of  the  Persons  so  identified  in deciding to enter into this
---
Agreement  or  in  taking  or  not  taking  action  hereunder.
---
ARTICLE  XII:     SETOFF;  RATABLE  PAYMENTS
                  --------------------------
12.1     Setoff.  In  addition  to, and without limitation of, any rights of the
         ------
Lenders  under  applicable  law,  if  any  Default occurs and is continuing, any
indebtedness  from  any  Lender to the Borrower (including all account balances,
whether  provisional  or final and whether or not collected or available) may be
offset  and  applied toward the payment of the Obligations owing to such Lender,
whether  or  not  the  Obligations,  or  any  part  hereof,  shall  then be due.
12.2     Ratable  Payments.  If  any Lender, whether by setoff or otherwise, has
         -----------------
payment  made  to  it  upon  its Loans (other than payments received pursuant to
Sections  4.1,  4.2  or  4.4)  in a greater proportion than that received by any
    ---------   ---      ---
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans.  If any Lender, whether in connection with
setoff  or  amounts  which  might  be  subject  to setoff or otherwise, receives
collateral  or  other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in  proportion  to  the  obligations owing to them.  In case any such payment is
disturbed  by legal process, or otherwise, appropriate further adjustments shall
be  made.
12.3     Application of Payments.  Subject to the provisions of Section 9.2, the
         -----------------------                                -----------
Administrative  Agent  shall, unless otherwise specified at the direction of the
Required  Lenders  which direction shall be consistent with the last sentence of
this  Section  12.3,  apply  all  payments  and  prepayments  in  respect of any
      -------------
Obligations  received  after  the  occurrence  and  during  the continuance of a
     ---
Default  or  Unmatured  Default  in  the  following  order:
     -
(A)     first, to pay interest on and then principal of any portion of the Loans
     which  the  Administrative  Agent may have advanced on behalf of any Lender
for  which  the Administrative Agent has not then been reimbursed by such Lender
or  the  Borrower;
(B)     second,  to pay interest on and then principal of any advance made under
Section  10.3  for  which the Administrative Agent has not then been paid by the
-------------
Borrower  or  reimbursed  by  the  Lenders;
--
(C)     third,  to  pay  Obligations  in  respect  of  any  fees,  expenses,
reimbursements  or  indemnities  then  due  to  the  Administrative  Agent;
(D)     fourth,  to  pay  Obligations  in  respect  of  any  fees,  expenses,
reimbursements  or  indemnities  then  due  to  the  Lenders;
(E)     fifth,  to  pay  interest  due  in  respect  of  Loans;
(F)     sixth,  to the ratable payment or prepayment of principal outstanding on
Loans  and  Hedging  Obligations  under  Hedging Agreements in such order as the
Administrative  Agent  may  determine  in  its  sole  discretion;  and
(G)     seventh,  to  the  ratable  payment  of  all  other  Obligations.
Unless otherwise designated (which designation shall only be applicable prior to
the  occurrence of a Default) by the Borrower, all principal payments in respect
of  Loans  shall be applied to the outstanding Loans first, to repay outstanding
Floating  Rate  Loans,  and then to repay outstanding Eurodollar Rate Loans with
                            ----
those  Eurodollar  Rate Loans which have earlier expiring Interest Periods being
repaid  prior to those which have later expiring Interest Periods.  The order of
priority  set  forth  in  this  Section  12.3 and the related provisions of this
                                -------------
Agreement  are  set  forth  solely to determine the rights and priorities of the
Administrative Agent and the Lenders as among themselves.  The order of priority
set  forth  in  clauses (D) through (G) of this Section 12.3 may at any time and
                -----------         ---         ------------
from time to time be changed by the Required Lenders without necessity of notice
to or consent of or approval by the Borrower, or any other Person.  The order of
priority  set  forth  in  clauses  (A)  through  (C) of this Section 12.3 may be
                          ------------           ---         ------------
changed  only  with  the  prior  written  consent  of  the Administrative Agent.
12.4     Relations  Among  Lenders.
         -------------------------
(A)     Except  with  respect to the exercise of set-off rights of any Lender in
accordance  with  Section  12.1, the proceeds of which are applied in accordance
                  -------------
with  this  Agreement,  and  except as set forth in the following sentence, each
Lender  agrees  that  it  will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
     to  any  Loan  Document,  without the prior written consent of the Required
Lenders or, as may be provided in this Agreement or the other Loan Documents, at
the  direction  of  the  Administrative  Agent.
(B)     The  Lenders  are  not  partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case  of the Administrative Agent) authorized to act for, any other Lender.  The
Administrative Agent shall have the exclusive right on behalf of the Lenders, at
the  direction  of  the  Required  Lenders,  to  enforce  on  the payment of the
principal  of and interest on any Loan after the date such principal or interest
has  become  due  and  payable  pursuant  to  the  terms  of  this  Agreement.
12.5     Representations  and  Covenants  Among Lenders.  Each Lender represents
         ----------------------------------------------
and  covenants for the benefit of all other Lenders and the Administrative Agent
that  such Lender is not satisfying and shall not satisfy any of its obligations
pursuant  to this Agreement with any assets considered for any purposes of ERISA
or  Section  4975  of  the  Code  to  be assets of or on behalf of any "plan" as
defined  in  section  3(3)  of  ERISA or section 4975 of the Code, regardless of
whether  subject  to  ERISA  or  Section  4975  of  the  Code.
ARTICLE  XIII:     BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;  PARTICIPATIONS
                   -----------------------------------------------------
13.1     Successors and Assigns.  The terms and provisions of the Loan Documents
         ----------------------
     shall  be  binding  upon  and  inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) without the
consent  of  all of the Lenders, the Borrower shall not have the right to assign
its  rights  or obligations under the Loan Documents, and any such assignment in
violation  of  this  Section  13.1(i)  shall  be  null  and  void,  and (ii) any
                     ----------------
assignment  by  any  Lender must be made in compliance with Section 13.3 hereof.
                                                            ------------
Notwithstanding clause (ii) of this Section 13.1 or Section 13.3, (i) any Lender
                -----------         ------------    ------------
may  at  any  time,  without  the  consent of the Borrower or the Administrative
Agent, assign all or any portion of its rights under this Agreement to a Federal
Reserve  Bank  and  (ii)  any  Lender  which  is a fund or commingled investment
vehicle  that invests in commercial loans in the ordinary course of its business
may  at  any  time,  without  the  consent of the Borrower or the Administrative
Agent,  pledge or assign all or any part of its rights under this Agreement to a
trustee  or  other  representative  of holders of obligations owed or securities
issued  by  such  Lender as collateral to secure such obligations or securities;
provided,  however,  that  no  such  assignment  or  pledge  shall  release  the
  ------   -------
transferor  Lender from its obligations hereunder.  The Administrative Agent may
  ------
treat  each  Lender  as the owner of the Loans made by such Lender hereunder for
all  purposes  hereof  unless  and  until such Lender complies with Section 13.3
                                                                    ------------
hereof  in  the  case  of  an  assignment  thereof  or, in the case of any other
transfer,  a  written  notice  of  the transfer is filed with the Administrative
Agent.  Any  assignee  or transferee of a Loan, Commitment or any other interest
of a lender under the Loan Documents agrees by acceptance thereof to be bound by
all  the  terms and provisions of the Loan Documents.  Any request, authority or
consent  of  any  Person,  who at the time of making such request or giving such
authority  or  consent is the owner of any Loan, shall be conclusive and binding
on  any  subsequent  owner,  transferee  or  assignee  of  such  Loan.
13.2     Participations.
         --------------
(A)     Permitted  Participants; Effect.  Subject to the terms set forth in this
        -------------------------------
Section  13.2,  any  Lender  may,  in the ordinary course of its business and in
-------------
accordance  with  applicable law, at any time sell to one or more banks or other
----
entities  ("PARTICIPANTS")  participating  interests  in  any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender under
     the  Loan  Documents.  Notice of such participation to the Borrower and the
Administrative  Agent  shall  be  required  prior  to any participation becoming
effective  with  respect  to a Participant which is not a Lender or an Affiliate
thereof.  In  the  event of any such sale by a Lender of participating interests
to  a  Participant,  such  Lender's  obligations  under the Loan Documents shall
remain  unchanged,  such  Lender  shall  remain  solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of all Loans made by it for all purposes under the Loan Documents, all
amounts  payable  by the Borrower under this Agreement shall be determined as if
such  Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan Documents
except  that,  for  purposes  of  Article  IV  hereof, the Participants shall be
                                  -----------
entitled  to  the  same  rights  as  if  they  were  Lenders.
(B)     Voting  Rights.  Each  Lender  shall  retain  the sole right to approve,
        --------------
without the consent of any Participant, any amendment, modification or waiver of
any  provision  of  the Loan Documents other than any amendment, modification or
waiver  with  respect to any Loan or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces the interest rate
or fees payable pursuant to the terms of this Agreement with respect to any such
Loan or Commitment, postpones any date fixed for any regularly-scheduled payment
of  principal  of, or interest or fees on, any such Loan or Commitment, releases
any  Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, or
releases  all  or substantially all of the collateral, if any, securing any such
Loan.
(C)     Benefit  of  Setoff.  The Borrower agrees that each Participant shall be
        -------------------
deemed to have the right of setoff provided in Section 12.1 hereof in respect to
                                               ------------
its participating interest in amounts owing under the Loan Documents to the same
extent  as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, provided that each Lender shall retain the
                                      --------
right  of  setoff  provided in Section 12.1 hereof with respect to the amount of
                               ------------
participating  interests  sold  to  each  Participant  except to the extent such
Participant exercises its right of setoff.  The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section  12.1  hereof,  agrees  to  share  with each Lender, any amount received
-------------
pursuant  to  the  exercise of its right of setoff, such amounts to be shared in
-----
accordance  with  Section  12.2  as  if  each  Participant  were  a  Lender.
--                -------------
13.3     Assignments.
         -----------
(A)     Permitted  Assignments.  Any  Lender  may, in the ordinary course of its
        ----------------------
business  and  in  accordance  with applicable law, at any time assign to one or
more  banks  or other entities ("PURCHASERS") all or a portion of its rights and
obligations  under this Agreement (including, without limitation, its Commitment
and  all  Loans  owing  to  it in accordance with the provisions of this Section
                                                                         -------
13.3.  Each  assignment  shall  be  of  a  constant,  and not a varying, ratable
percentage  of  all  of the assigning Lender's rights and obligations under this
Agreement.  Such  assignment  shall  be  substantially  in the form of Exhibit C
                                                                       ---------
hereto and shall not be permitted hereunder unless such assignment is either for
     all  of  such  Lender's rights and obligations under the Loan Documents or,
without the prior written consent of the Administrative Agent and (if no Default
or Unmatured Default has occurred or is continuing) the Borrower, involves loans
and  commitments  in  an  aggregate amount of at least $5,000,000 (which minimum
amount  shall not apply to any assignment between Lenders, or to an affiliate of
any  Lender).  Other than with respect to any assignment to another Lender or an
affiliate  or successor entity of such Lender, the consent of the Administrative
Agent,  and,  prior  to the occurrence and continuance of a Default or Unmatured
Default,  the  Borrower  (which  consent,  in  each  such  case,  shall  not  be
unreasonably  withheld)  shall  be  required  prior  to  an  assignment becoming
effective.
(B)     Effect;  Effective  Date.  Upon (i) delivery to the Administrative Agent
        ------------------------
of  a  notice of assignment, substantially in the form attached as Appendix I to
                                                                   ----------
Exhibit  C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
 ---------
by  Section  13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or
    ----------------
the  assignor  (as  agreed)  to  the  Administrative  Agent  for processing such
assignment  (provided  no  such  fee  shall  be  required  in connection with an
assignment by a Lender to an affiliate or successor entity of such Lender), such
assignment shall become effective on the effective date specified in such Notice
of  Assignment.  The  Notice of Assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of  the Commitment or Loans under the applicable Assignment Agreement constitute
for  any  purpose  of  ERISA or Section 4975 of the Code assets of any "plan" as
defined in Section 3(3) of ERISA or Section 4975 of the Code and that the rights
and  interests  of  the  Purchaser  in  and  under  the  Loan Documents will not
constitute  such  "plan  assets".  On  and  after  the  effective  date  of such
assignment, such Purchaser, if not already a Lender, shall for all purposes be a
Lender  party  to  this  Agreement  and any other Loan Documents executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents,  to  the  same  extent as if it were an original party hereto, and no
further  consent  or  action  by the Borrower, the Lenders or the Administrative
Agent  shall  be  required  to release the transferor Lender with respect to the
percentage  of  the  Aggregate  Commitment and Loans assigned to such Purchaser.
Upon  the consummation of any assignment to a Purchaser pursuant to this Section
                                                                         -------
13.3(B),  the transferor Lender, the Administrative Agent and the Borrower shall
-------
make  appropriate  arrangements so that, to the extent notes have been issued to
evidence  any  of  the  transferred  Loans, replacement notes are issued to such
transferor  Lender  and  new  notes  or,  as appropriate, replacement notes, are
issued  to  such  Purchaser,  in each case in principal amounts reflecting their
Commitment  (or  from  and  after  the  Funding  Date, the outstanding principal
balance  of  such  Lender's  Loans),  as  adjusted  pursuant to such assignment.
(C)     The  Register.  The  Administrative  Agent shall maintain at its address
        -------------
referred  to in Section 14.1 a copy of each assignment delivered to and accepted
                ------------
by  it  pursuant  to  this  Section 13.3 and a register (the "REGISTER") for the
                            ------------
recordation  of  the names and addresses of the Lenders and the Commitment of or
principal  amount  of  the  Loans  owing  to,  each Lender from time to time and
whether  such  Lender  is  an  original Lender or the assignee of another Lender
pursuant  to an assignment under this Section 13.3.  The entries in the Register
                                      ------------
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower  and each of its Subsidiaries, the Administrative Agent and the Lenders
may  treat  each  Person  whose  name  is  recorded  in the Register as a Lender
hereunder  for  all purposes of this Agreement.  The Register shall be available
for  inspection  by  the  Borrower or any Lender at any reasonable time and from
time  to  time  upon  reasonable  prior  notice.
13.4     Confidentiality.  Subject to Section 13.5, the Administrative Agent and
         ---------------              ------------
     the  Lenders  and their respective representatives shall hold all nonpublic
information  obtained  pursuant  to  the  requirements  of  this  Agreement  and
identified  as  such  by the Borrower in accordance with such Person's customary
procedures  for  handling  confidential  information  of  this  nature  and  in
accordance with safe and sound commercial lending or investment practices and in
any event may make disclosure reasonably required by a prospective Transferee in
connection  with  the contemplated participation or assignment or as required or
requested  by  any  Governmental Authority or any securities exchange or similar
self-regulatory  organization  or  representative  thereof  or  pursuant  to  a
regulatory  examination  or  legal  process,  or  to  any  direct  or  indirect
contractual  counterparty  in swap agreements or such contractual counterparty's
professional  advisor,  and  shall  require  any  such  Transferee to agree (and
require  any  of its Transferees to agree) to comply with this Section 13.4.  In
                                                               ------------
no  event  shall the Administrative Agent or any Lender be obligated or required
to  return  any  materials  furnished  by  the Borrower; provided, however, each
                                                         --------  -------
prospective  Transferee  shall be required to agree that if it does not become a
participant  or  assignee it shall return all materials furnished to it by or on
behalf  of  the  Borrower  in  connection  with  this  Agreement.
13.5     Dissemination  of  Information.  The Borrower authorizes each Lender to
         ------------------------------
disclose  to  any  Participant  or  Purchaser  or  any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective  Transferee  any  and  all  information  in such Lender's possession
concerning  the  Borrower  and its Subsidiaries; provided that prior to any such
                                                 --------
disclosure,  such  prospective  Transferee shall agree to preserve in accordance
with  Section 13.4 the confidentiality of any confidential information described
      ------------
therein.
ARTICLE  XIV:     NOTICES
                  -------
14.1     Giving  Notice.  Except  as  otherwise  permitted  by Section 2.13 with
         --------------                                        ------------
respect  to  Borrowing/Election  Notices,  all  notices and other communications
provided  to  any  party hereto under this Agreement or any other Loan Documents
shall  be  in  writing or by telex or by facsimile and addressed or delivered to
such  party at its address set forth below its signature hereto or at such other
address  as  may  be  designated by such party in a notice to the other parties.
Any  notice,  if  mailed  and  properly addressed with postage prepaid, shall be
deemed given three (3) Business Days after mailed; any notice, if transmitted by
     telex  or  facsimile,  shall  be  deemed given when transmitted (answerback
confirmed  in  the  case of telexes); or, any notice, if transmitted by courier,
one  (1) Business Day after deposit with a reputable overnight carrier services,
with  all  charges  paid.
14.2     Change  of  Address.  The  Borrower,  the  Administrative Agent and any
         -------------------
Lender  may each change the address for service of notice upon it by a notice in
writing  to  the  other  parties  hereto.
ARTICLE  XV:     COUNTERPARTS
                 ------------
     This  Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute  this  Agreement  by  signing  any  such  counterpart.
                  [Remainder of This Page Intentionally Blank]
                  =                                          =

<PAGE>
                                Signature Page to
                        Bridge Term Loan Credit Agreement
                                Signature Page to
                        Bridge Term Loan Credit Agreement
     IN  WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have  executed  this  Agreement  as  of  the  date  first  above  written.
     ENERGIZER  HOLDINGS,  INC.,  as  the  Borrower


     By:
     Name:  Daniel  J.  Sescleifer
     Title:  Executive  Vice  President  -  Chief  Financial  Officer

     Address:
     533  Maryville  University  Drive
     St.  Louis,  MO  63141
     Attention:
     Phone:
     Fax:
     E-Mail:

<PAGE>

     BANK  ONE,  NA  (Main  Office  Chicago),  as  Administrative Agent and as a
Lender


     By:
     Name:
     Title:

     Address:
     1  Bank  One  Plaza
     Suite  IL1-0088
     14th  Floor
     Chicago,  Illinois  60670
     Attention:  William  J.  Oleferchik
     Telephone  No.:  (312)  732-2947
     Facsimile  No.:  (312)  732-3888
     E-Mail:  william_oleferchik@bankone.com

<PAGE>

     BANK  OF  AMERICA,  N.A.,  as  Syndication  Agent  and  as  a  Lender

     By:
     Name:  Sharon  Burks  Horos
     Title:  Vice  President

     Address:
     231  South  LaSalle  Street
     10th  Floor
     Chicago,  IL  60697
     Attention:  Sharon  Burks  Horos
     Phone:  (312)  828-2149
     Fax:  (312)  828-6269
     E-Mail:  sharon_burks.horos@bankofamerica.com

<PAGE>


     3


                                                                  EXECUTION COPY

                                 AMENDMENT NO. 1
                                       TO
                    364-DAY BRIDGE TERM LOAN CREDIT AGREEMENT

     THIS  AMENDMENT  NO.  1  TO  364-DAY BRIDGE TERM LOAN CREDIT AGREEMENT (the
"AMENDMENT")  is  made  as  of January 24, 2003 by and among ENERGIZER HOLDINGS,
INC.  (the "BORROWER"), the financial institutions listed on the signature pages
hereof (the "LENDERS") and BANK ONE, NA (having its principal office in Chicago,
Illinois)  in  its  individual  capacity  as  a  Lender  and  in its capacity as
contractual  representative  (the  "ADMINISTRATIVE  AGENT")  under  that certain
364-Day  Bridge  Term  Loan Credit Agreement dated as of January 17, 2003 by and
among  the Borrower, the financial institutions from time to time party thereto,
the  Administrative Agent and Bank of America, N.A., as "Syndication Agent" (the
"CREDIT AGREEMENT").  Defined terms used herein and not otherwise defined herein
shall  have  the  meanings  given  to  them  in  the  Credit  Agreement.

                                   WITNESSETH:

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to  the  Credit  Agreement;

     WHEREAS,  the  Borrower has requested an amendment to the Credit Agreement;
and

     WHEREAS, the Borrower, the Lenders and the Administrative Agent have agreed
to  amend  the  Credit  Agreement  on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth above, the terms
and  conditions contained herein, and other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
have  agreed  to  the  following  amendments  to  the  Credit  Agreement:

1.     AMENDMENTS  TO  THE  CREDIT  AGREEMENT.  Effective as of the date of this
       --------------------------------------
Amendment  and subject to the satisfaction of the conditions precedent set forth
in  Section  2  below,  the  Credit  Agreement  is  hereby  amended  as follows:
    ----------

     1.1.  The  definition  of  "Designated  Acquisition Agreement" set forth in
                                 ---------------------------------
Section  1.1  of  the  Credit  Agreement  is  hereby restated in its entirety as
   ---------
follows:
   ---

     "DESIGNATED  ACQUISITION  AGREEMENT"  means  that  certain  Stock and Asset
      ----------------------------------
Purchase  Agreement dated as of January 20, 2003 by and between the Borrower and
the  Seller,  including  all  schedules and exhibits thereto, as the same may be
amended,  supplemented  or  otherwise  modified  from  time  to  time.

     1.2     The  definition  of  "Termination Date" set forth in Section 1.1 of
                                   ----------------               -----------
the  Credit  Agreement  is  hereby  amended to delete the reference to "April 1,
2003"  contained  therein and to substitute the words "August 1, 2003" therefor.

1.3     The  first  sentence of Section 2.1(a) of the Credit Agreement is hereby
                                --------------
amended  to  delete  the  reference  to "April 1, 2003" contained therein and to
substitute  the  words  "August  1,  2003"  therefor.

1.4     Section  2.5(b)  of the Credit Agreement is hereby amended to delete the
        ---------------
reference  to  "April  1,  2003"  contained  therein and to substitute the words
"August  1,  2003"  therefor.

1.5     The  lead-in  language  to Section 5.1 of the Credit Agreement is hereby
                                   -----------
amended  to  delete  the  reference to "March 31, 2003" contained therein and to
substitute  the  words  "July  31,  2003"  therefor.

1.6     Sections  7.1(A)(iii)(b),  7.2(K)(a)  and  7.3(F)(iii)  of  the  Credit
        ------------------------   --------        -----------
Agreement  are  each  hereby amended to delete the reference to "Section 7.3(R)"
                                                                 --------------
contained  in  each such Section and to substitute, in each case, a reference to
"Section  7.3(Q)"  therefor.
 ---------------

     2.  CONDITIONS  OF  EFFECTIVENESS.  The  provisions  of  Section  1 of this
         -----------------------------                        ----------
Amendment  shall  not  become  effective  unless:

(a)     this  Amendment  shall  have  been  duly  executed  by the Borrower, the
Administrative  Agent  and  the  Required  Lenders;  and

(b)     the Administrative Agent shall have received a Reaffirmation in the form
of  Exhibit A attached hereto executed by each of Energizer International, Inc.,
    ---------
a  Delaware  corporation,  and  Eveready  Battery  Company,  Inc.,  a  Delaware
corporation.

     3.     REPRESENTATIONS AND WARRANTIES OF THE BORROWER.  The Borrower hereby
            ----------------------------------------------
represents  and  warrants  as  follows:

(a)     The  Borrower  has  the legal power and authority to execute and deliver
this  Amendment  and  the officers of the Borrower executing this Amendment have
been  duly authorized to execute and deliver the same and bind the Borrower with
respect  to  the  provisions  hereof.

(b)     This  Amendment  and the Credit Agreement, as previously executed and as
amended  hereby, constitute legal, valid and binding obligations of the Borrower
and  are  enforceable  against  the  Borrower  in  accordance  with their terms.

(c)     Upon the effectiveness of this Amendment and after giving effect hereto,
(i) the Borrower hereby reaffirms all representations and warranties made in the
Credit  Agreement,  as  amended hereby, and agrees that all such representations
and  warranties  are true and correct as of the effective date of this Amendment
(other  than  representations  and  warranties  that  are expressly made as of a
specific date, which representations and warranties shall be true and correct as
of  such  date)  and  (ii)  no  Default or Unmatured Default has occurred and is
continuing.

     4.  REFERENCE  TO  THE  EFFECT  ON  THE  CREDIT  AGREEMENT.
         ------------------------------------------------------

(a)     Upon  the  effectiveness  of  Section  1  hereof,  on and after the date
                                      ----------
hereof,  each reference in the Credit Agreement (including any reference therein
to "this Credit Agreement," "this Agreement," "hereunder," "hereof," "herein" or
words of like import referring thereto) or in any other Loan Document shall mean
and  be  a  reference  to  the  Credit  Agreement  as  amended  hereby.

(b)     Except as specifically amended above, the Credit Agreement and all other
documents,  instruments  and  agreements executed and/or delivered in connection
therewith,  shall  remain  in full force and effect, and are hereby ratified and
confirmed.

(c)     The  execution,  delivery and effectiveness of this Amendment shall not,
except  as expressly provided herein, operate as a waiver of any right, power or
remedy  of  the  Administrative Agent or the Lenders, nor constitute a waiver of
any  provision  of  the Credit Agreement or any other documents, instruments and
agreements  executed  and/or  delivered  in  connection  therewith.

     5.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
         --------------
ACCORDANCE  WITH  THE  INTERNAL  LAWS  (INCLUDING  735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE  WITHOUT  REGARD  TO  THE  CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.

     6.  HEADINGS.  Section  headings  in this Amendment are included herein for
         --------
convenience  of reference only and shall not constitute a part of this Amendment
for  any  other  purpose.

     7.  COUNTERPARTS;  FACSIMILE EFFECTIVENESS.  This Amendment may be executed
         --------------------------------------
by  one  or  more  of  the  parties  to this Amendment on any number of separate
counterparts  and  all  of  said  counterparts taken together shall be deemed to
constitute one and the same instrument.   A facsimile signature page hereto sent
to  the  Administrative  Agent  or  the  Administrative Agent's counsel shall be
effective  as  a  counterpart  signature  provided  each  party executing such a
facsimile  counterpart  agrees  to deliver originals to the Administrative Agent
thereof.

<PAGE>
                      Signature Page to Amendment No. 1 to
                    364-Day Bridge Term Loan Credit Agreement
                       in favor of Energizer Holdings Inc.

                      Signature Page to Amendment No. 1 to
                    364-Day Bridge Term Loan Credit Agreement
                       in favor of Energizer Holdings Inc.
     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year  first  above  written.

ENERGIZER  HOLDINGS,  INC.,  as  the  Borrower


By:
Name:  Daniel  J.  Sescleifer
Title:     Executive  Vice  President  -  Chief  Financial  Officer


BANK  ONE,  NA  (MAIN  OFFICE  CHICAGO),
as  Administrative  Agent  and  as  a  Lender


By:
Name:     William  J.  Oleferchik
Title:     Director,  Capital  Markets


BANK  OF  AMERICA,  N.A.,
as  a  Lender


By:
Name:     Sharon  Burks  Horos
Title:     Vice  President





<PAGE>

               Reaffirmation of 364-Day Bridge Term Loan Guaranty
                                    EXHIBIT A

                                  REAFFIRMATION


     Each  of the undersigned hereby acknowledges receipt of a copy of Amendment
No.  1 dated as of January 24, 2003 (the "AMENDMENT") to the 364-Day Bridge Term
Loan  Credit  Agreement  dated  as  of  January  17, 2003 by and among ENERGIZER
HOLDINGS,  INC.  (the  "BORROWER"), the financial institutions from time to time
party  thereto  (the "LENDERS") and BANK ONE, NA (having its principal office in
Chicago,  Illinois),  in its individual capacity as a Lender and in its capacity
as  contractual  representative  (the  "ADMINISTRATIVE  AGENT")  (as  heretofore
amended  and  as  the  same  may be amended, restated, supplemented or otherwise
modified  from time to time, the "CREDIT AGREEMENT").  Capitalized terms used in
this  Reaffirmation and not defined herein shall have the meanings given to them
in  the  Credit  Agreement.

Without  in any way establishing a course of dealing by the Administrative Agent
or any Lender, each of the undersigned reaffirms the terms and conditions of the
Subsidiary  Guaranty and any other Loan Document executed by it and acknowledges
and  agrees  that such Subsidiary Guaranty and each and every such Loan Document
executed  by  the undersigned in connection with the Credit Agreement remains in
full  force  and  effect  and is hereby reaffirmed, ratified and confirmed.  All
references  to  the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment and
as  the same has previously been and may from time to time hereafter be amended,
restated,  supplemented  or  otherwise  modified.

Dated:  January  24,  2003

ENERGIZER  INTERNATIONAL,  INC.


By:  __________________________
Name:  Daniel  J.  Sescleifer
Title:     Executive  Vice  President  Chief  Financial  Officer


EVEREADY  BATTERY  COMPANY,  INC.


By:  __________________________
Name:  Daniel  J.  Sescleifer
Title:     Executive  Vice  President  Chief  Financial  Officer