EXHIBIT 10.72


                                                                       EXECUTION
                                                                         VERSION


===============================================================================



                                  $125,000,000


                            364-DAY CREDIT AGREEMENT


                                      among


                          THERMO ELECTRON CORPORATION,
                                  as Borrower,


              The Several Lenders from Time to Time Parties Hereto,


                               ABN AMRO BANK N.V.,
                              as Syndication Agent,


                             FLEET NATIONAL BANK and
                              JPMORGAN CHASE BANK,
                           as Co-Documentation Agents,




                                       and


                               BARCLAYS BANK PLC,
                             as Administrative Agent



                          Dated as of December 20, 2002
===============================================================================


                BARCLAYS Capital, as Lead Arranger and Bookrunner
                      ABN AMRO BANK N.V., as Lead Arranger




<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>     <C>       <C>                                                                                             <C>
                                                                                                                Page
SECTION 1.        DEFINITIONS.....................................................................................1

         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................16
         1.3      Exchange Rates.................................................................................16

SECTION 2.        AMOUNT AND TERMS OF COMMITMENTS................................................................17

         2.1      Commitments....................................................................................17
         2.2      Procedure for Borrowing........................................................................17
         2.3      Fees...........................................................................................18
         2.4      Optional Termination or Reduction of Commitments...............................................18
         2.5      Optional Prepayments...........................................................................19
         2.6      Mandatory Prepayments..........................................................................19
         2.7      Conversion and Continuation Options............................................................19
         2.8      Limitations on Eurocurrency Tranches...........................................................20
         2.9      Repayment of Loans; Extension of Termination Date..............................................20
         2.10     Interest Rates and Payment Dates...............................................................20
         2.11     Computation of Interest and Fees...............................................................21
         2.12     Inability to Determine Interest Rate...........................................................21
         2.13     Pro Rata Treatment and Payments................................................................22
         2.14     Requirements of Law............................................................................24
         2.15     Taxes..........................................................................................26
         2.16     Indemnity......................................................................................27
         2.17     Change of Lending Office.......................................................................28
         2.18     Replacement of Lenders.........................................................................28
         2.19     Judgment Currency..............................................................................29

SECTION 3.        REPRESENTATIONS AND WARRANTIES.................................................................29

         3.1      Financial Condition............................................................................29
         3.2      No Change......................................................................................30
         3.3      Existence; Compliance with Law.................................................................30
         3.4      Power; Authorization; Enforceable Obligations..................................................30
         3.5      No Legal Bar...................................................................................30
         3.6      Litigation.....................................................................................31
         3.7      Ownership of Property; Liens...................................................................31
         3.8      Taxes..........................................................................................31
         3.9      Federal Regulations............................................................................31
         3.10     ERISA..........................................................................................31
         3.11     Investment Company Act; Other Regulations......................................................32
         3.12     Use of Proceeds................................................................................32
         3.13     Environmental Matters..........................................................................32
         3.14     Accuracy of Information, etc...................................................................33



                                      -i-
<PAGE>

SECTION 4.        CONDITIONS PRECEDENT...........................................................................33

         4.1      Conditions to Initial Loans....................................................................33
         4.2      Conditions to Each Loan........................................................................34

SECTION 5.        AFFIRMATIVE COVENANTS..........................................................................34

         5.1      Financial Statements...........................................................................34
         5.2      Certificates; Other Information................................................................35
         5.3      Payment of Obligations.........................................................................35
         5.4      Maintenance of Existence; Compliance...........................................................36
         5.5      Maintenance of Property; Insurance.............................................................36
         5.6      Inspection of Property; Books and Records; Discussions.........................................36
         5.7      Notices........................................................................................36
         5.8      Environmental Laws.............................................................................37

SECTION 6.        NEGATIVE COVENANTS.............................................................................37

         6.1      Financial Condition Covenants..................................................................37
         6.2      Standby and Performance Letters of Credit......................................................38
         6.3      Indebtedness of Subsidiaries...................................................................38
         6.4      Liens..........................................................................................38
         6.5      Fundamental Changes............................................................................40
         6.6      Disposition of Property........................................................................40
         6.7      Investments....................................................................................40
         6.8      Transactions with Affiliates...................................................................42
         6.9      Changes in Fiscal Periods......................................................................42
         6.10     Lines of Business..............................................................................42

SECTION 7.        EVENTS OF DEFAULT..............................................................................42

SECTION 8.        THE AGENTS.....................................................................................44

         8.1      Appointment....................................................................................44
         8.2      Delegation of Duties...........................................................................45
         8.3      Exculpatory Provisions.........................................................................45
         8.4      Reliance by Administrative Agent...............................................................45
         8.5      Notice of Default..............................................................................46
         8.6      Non-Reliance on Agents and Other Lenders.......................................................46
         8.7      Indemnification................................................................................46
         8.8      Agent in Its Individual Capacity...............................................................47
         8.9      Successor Administrative Agent.................................................................47
         8.10     Syndication Agent and Co-Documentation Agents..................................................47

SECTION 9.        MISCELLANEOUS..................................................................................47

         9.1      Amendments and Waivers.........................................................................47

                                      -ii-

<PAGE>

         9.2      Notices........................................................................................48
         9.3      No Waiver; Cumulative Remedies.................................................................49
         9.4      Survival of Representations and Warranties.....................................................49
         9.5      Payment of Expenses and Taxes..................................................................49
         9.6      Successors and Assigns; Participations and Assignments.........................................50
         9.7      Adjustments; Set-off...........................................................................53
         9.8      Counterparts...................................................................................54
         9.9      Severability...................................................................................54
         9.10     Integration....................................................................................54
         9.11     Governing Law..................................................................................54
         9.12     Submission To Jurisdiction; Waivers............................................................54
         9.13     Acknowledgements...............................................................................55
         9.14     Confidentiality................................................................................55
         9.15     WAIVERS OF JURY TRIAL..........................................................................56




SCHEDULES:

1.1                        Commitments
6.3(b)                     Existing Indebtedness
6.4(f)                     Existing Liens
6.6                        Certain Dispositions

EXHIBITS:

A                          Form of Compliance Certificate
B                          Form of Closing Certificate
C                          Form of Assignment and Assumption
D                          Form of Legal Opinion of Seth Hoogasian
E                          Form of Exemption Certificate
</TABLE>

                                     -iii-
<PAGE>


     364-DAY CREDIT AGREEMENT, dated as of December 20, 2002 (this "Agreement"),
among THERMO ELECTRON CORPORATION, a Delaware corporation (the "Borrower"),  the
several  banks and other  financial  institutions  or entities from time to time
parties to this  Agreement (the  "Lenders"),  ABN AMRO BANK N.V., as syndication
agent (in such  capacity,  the  "Syndication  Agent"),  FLEET  NATIONAL BANK and
JPMORGAN  CHASE  BANK,  as  co-documentation   agents  (in  such  capacity,  the
"Co-Documentation  Agents"),  and BARCLAYS BANK PLC, as administrative agent (in
such capacity, the "Administrative Agent").

     The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

     1.1 Defined  Terms.  As used in this  Agreement,  the terms  listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

     "ABR": for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the  greater  of (a) the Prime  Rate in effect on such
day and (b) the Federal Funds  Effective  Rate in effect on such day plus 1/2 of
1%. For purposes hereof:  "Prime Rate" shall mean the rate of interest per annum
publicly  announced  from time to time by Barclays Bank PLC as its prime rate in
effect  at its  principal  office in New York  City  (the  Prime  Rate not being
intended  to be the lowest  rate of  interest  charged by  Barclays  Bank PLC in
connection with extensions of credit to debtors). Any change in the ABR due to a
change in the Prime Rate or the Federal Funds  Effective Rate shall be effective
as of the opening of business on the  effective  day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

     "ABR Loans":  Loans the rate of interest  applicable to which is based upon
the ABR.

     "Acquired Indebtedness": Indebtedness of any Person outstanding on the date
(i) such Person is acquired by the Borrower or any of its  Subsidiaries  or (ii)
such  Indebtedness  is assumed by the  Borrower  or any of its  Subsidiaries  in
connection with the acquisition of a business of such Person,  in each case in a
transaction  permitted by Section 6.7(f) or (h), provided that such Indebtedness
was not created in contemplation or in connection with such acquisition.

     "Administrative  Agent":  Barclays  Bank PLC,  as the lead  arranger of the
Commitments and as the administrative agent for the Lenders under this Agreement
and the other Loan Documents, together with any of its successors.

     "Affected Foreign Currency": as defined in Section 2.12(c).

     "Affiliate":  as  to  any  Person,  any  other  Person  that,  directly  or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this  definition,  "control" of a Person means the
power, directly or indirectly,  either to (a) vote 15% or more of the securities
having  ordinary  voting  power  for  the  election  of  directors  (or  persons
performing  similar  functions)  of such  Person  or (b)  direct  or  cause  the
direction of the management and policies of such Person,  whether by contract or
otherwise.

<PAGE>
                                       2

     "Agents":   the  collective   reference  to  the  Syndication   Agent,  the
Co-Documentation Agents, and the Administrative Agent.

     "Agreement": as defined in the preamble hereto.

     "Agreement Currency": as defined in Section 2.19(b).

     "Approved Fund": as defined in Section 9.6(b).

     "Assignee": as defined in Section 9.6(b).

     "Assignment and Assumption": an Assignment and Assumption, substantially in
the form of Exhibit C.

     "Available  Commitment":  as to any Lender at any time,  an amount equal to
the excess, if any, of (a) such Lender's  Commitment then in effect over (b) the
sum of (i) such  Lender's  Dollar Loans and (ii) the Dollar  Equivalent  of such
Lender's Foreign Currency Loans.

     "Benefitted Lender": as defined in Section 9.7(a).

     "Board": the Board of Governors of the Federal Reserve System of the United
States (or any successor).

     "Borrower": as defined in the preamble hereto.

     "Borrowing  Date":  any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder.

     "Business  Day": a day other than a Saturday,  Sunday or other day on which
commercial  banks in New York City are  authorized  or required by law to close;
provided,  that,  when used in connection  with a  Eurocurrency  Loan,  the term
"Business  Day"  shall  also  exclude  any day on which  banks  are not open for
international  business  (including  dealings in Dollar  deposits) in the London
interbank market;  provided,  further, when used in connection with Eurocurrency
Loans  denominated in Euros,  the term "Business Day" shall also exclude any day
on  which  the  Trans-European  Automated  Real-Time  Gross  Settlement  Express
Transfer  System  (TARGET) (or, if such clearing  system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent to be
a suitable replacement) is not open for settlement of payment in Euros.

     "Capital  Lease  Obligations":  as to any Person,  the  obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such Person  under GAAP,  and, for the purposes of
this  Agreement,  the  amount  of such  obligations  at any  time  shall  be the
capitalized amount thereof at such time determined in accordance with GAAP.

     "Capital Stock":  any and all shares,  interests,  participations  or other
equivalents (however designated) of capital stock of a corporation,  any and all
<PAGE>
                                       3



equivalent  ownership  interests in a Person (other than a corporation)  and any
and all warrants, rights or options to purchase any of the foregoing.

     "Cash  Equivalents":  (a)  marketable  direct  obligations  issued  by,  or
unconditionally  guaranteed  by, the United  States  Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each  case  maturing  within  three  years  from  the date of  acquisition;  (b)
certificates  of  deposit,  time  deposits,  eurodollar  time  deposits  or bank
deposits (including those maintained to facilitate  payments,  distributions and
collections)  having  maturities  of  eighteen  months  or less from the date of
acquisition  issued  by or with any  Lender  or by or with any  commercial  bank
organized  under the laws of the  United  States or any state  thereof or by any
financial  institution organized in any foreign country recognized by the United
States,  in each  case  rated  at least A- by S&P,  or A-3 by  Moody's;  (c) (i)
commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody's,  , or
carrying an equivalent rating by a nationally  recognized rating agency, if both
of the Rating  Agencies  cease  publishing  ratings of commercial  paper issuers
generally,  and maturing  within six months from the date of acquisition or (ii)
commercial  paper  issued by Ford  Motor  Company,  Ford Motor  Credit  Company,
DaimlerChrysler  NA Holdings,  John Deere Capital Corp., John Deere Credit Inc.,
Deere & Co.,  Walt Disney  Company,  General  Motors  Corp.,  or General  Motors
Acceptance Corp., which at the time of purchase is rated at least A-2 by S&P, or
P-2 by Moody's, and maturing within six months from the date of acquisition; (d)
repurchase  obligations of any Lender or of any commercial  bank  satisfying the
requirements of clause (b) of this definition, having a term of not more than 30
days,  with respect to securities  issued or fully  guaranteed or insured by the
United States  government;  (e) securities  with  maturities of one year or less
from  the  date  of  acquisition  issued  or  fully  guaranteed  by  any  state,
commonwealth or territory of the United States, by any political  subdivision or
taxing authority of any such state,  commonwealth or territory 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 A- by S&P or A-3 by Moody's;  (f) securities  with  maturities or
put  features  of six  months  or less  from the date of  acquisition  backed by
standby letters of credit issued by any Lender or any commercial bank satisfying
the  requirements  of  clause  (b)  of  this  definition;  (g)  asset-backed  or
mortgaged-backed  securities  rated AAA by either S&P or Moody's,  (h) corporate
bonds or notes with maturities of three years or less and rated at least BBB- by
S&P or Baa3 by Moody's,  (i) money  market  mutual or similar  funds that invest
primarily in assets  satisfying the  requirements  of clauses (a) through (h) of
this definition; or (j) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the  Investment  Company  Act of 1940,  as amended,
(ii) are rated AAA by S&P or Aaa by Moody's and (iii) have  portfolio  assets of
at least $5,000,000,000.

     "Closing  Date":  the date on which the  conditions  precedent set forth in
Section 4.1 shall have been satisfied.

     "Code": the Internal Revenue Code of 1986, as amended from time to time.

     "Co-Documentation   Agents":   as   defined   in   the   preamble   hereto.

     "Commitment":  as to any Lender,  the obligation of such Lender, if any, to
make Loans in an aggregate Dollar and Dollar Equivalent  principal amount not to

<PAGE>
                                       4


exceed  the  amount  set forth  under the  heading  "Commitment"  opposite  such
Lender's name on Schedule 1.1 or in the Assignment  and  Assumption  pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof.  The original amount of the Total Commitments
is $125,000,000.

     "Commitment  Period": the period from and including the Closing Date to the
Termination Date.

     "Commitment Utilization Percentage":  on any day, the percentage equivalent
of a  fraction  (a) the  numerator  of which is the sum of (i) the  Total  Loans
outstanding  on such day and (ii) the "Total  Loans"  under the Other  Agreement
outstanding  on such day and (b) the  denominator of which is the sum of (i) the
Total Commitments in effect on such day (or, on any day after termination of the
Total Commitments,  the Total Commitments in effect  immediately  preceding such
termination)  and (ii) the  "Total  Commitments"  under the Other  Agreement  in
effect on such day (or, on any day after termination of the "Total  Commitments"
under the Other Agreement,  the "Total Commitments" under the Other Agreement in
effect immediately preceding such termination).

     "Commonly Controlled Entity": an entity, whether or not incorporated,  that
is under common control with the Borrower  within the meaning of Section 4001 of
ERISA or is part of a group that  includes the Borrower and that is treated as a
single employer under Section 414 of the Code.

     "Compliance  Certificate":  a  certificate  duly  executed by a Responsible
Officer substantially in the form of Exhibit A.

     "Conduit   Lender":   any  special   purpose   corporation   organized  and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and  designated  by such Lender in a written  instrument;
provided,  that the  designation  by any  Lender of a Conduit  Lender  shall not
relieve the  designating  Lender of any of its  obligations to fund a Loan under
this  Agreement  if, for any reason,  its Conduit  Lender fails to fund any such
Loan,  and the  designating  Lender (and not the Conduit  Lender) shall have the
sole right and  responsibility  to deliver all consents and waivers  required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further,  that no Conduit  Lender  shall (a) be  entitled to receive any greater
amount pursuant to Section 2.14,  2.15, 2.16 or 9.5 than the designating  Lender
would have been entitled to receive in respect of the  extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

     "Confidential   Information   Memorandum":   the  Confidential  Information
Memorandum dated October 2002 and furnished to certain Lenders.

     "Consolidated  EBITDA":  for any period,  Consolidated  Net Income for such
period plus, without  duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or writeoff of debt discount and
debt  issuance  costs and  commissions,  discounts  and other  fees and  charges
associated  with  Indebtedness  (including  the  Loans),  (c)  depreciation  and
amortization  expense,  (d)  amortization  of  intangibles  (including,  but not

<PAGE>
                                       5



limited to, goodwill) and organization costs, (e) any extraordinary,  unusual or
non-recurring  non-cash expenses or losses (including,  whether or not otherwise
includable as a separate item in the statement of such  Consolidated  Net Income
for such  period,  non-cash  losses on sales of assets  outside of the  ordinary
course of business) and (f) any  extraordinary,  unusual or  non-recurring  cash
expenses  or losses to the extent  that they do not  exceed,  in the  aggregate,
$25,000,000   during  such  period   (provided  that,  in  connection  with  the
calculation of  Consolidated  EBITDA for any period of four  consecutive  fiscal
quarters which includes the second,  third and/or fourth fiscal  quarters of the
Borrower's 2002 fiscal year, the Borrower shall also be entitled to add back, as
cash  expenses or losses of the type covered by this clause,  an amount equal to
$9,001,000  for such second fiscal  quarter,  $13,174,000  for such third fiscal
quarter and/or, as the case may be,  $15,000,000 for such fourth fiscal quarter)
minus, to the extent included in the statement of such  Consolidated  Net Income
for such period, the sum of (i) interest income, (ii) any extraordinary, unusual
or non-recurring  non-cash income or gains (including,  whether or not otherwise
includable as a separate item in the statement of such  Consolidated  Net Income
for such period,  non-cash  gains on the sales of assets outside of the ordinary
course of business),  (iii) any  extraordinary,  unusual or  non-recurring  cash
income or gains to the extent they exceed, in the aggregate,  $25,000,000 during
such  period,  (iv) income tax credits (to the extent not netted from income tax
expense) and (v) any other non-cash income.

     "Consolidated  Interest Coverage Ratio":  for any period,  the ratio of (a)
Consolidated  EBITDA for such period to (b)  Consolidated  Interest  Expense for
such period.

     "Consolidated  Interest  Expense":  for any period,  total interest expense
(including that  attributable to Capital Lease  Obligations) of the Borrower and
its Subsidiaries for such period with respect to all outstanding Indebtedness of
the Borrower and its  Subsidiaries  (including  all  commissions,  discounts and
other fees and charges owed with respect to bankers'  acceptance  financing  and
net costs under Swap  Agreements in respect of interest rates to the extent such
net costs are allocable to such period in accordance with GAAP).

     "Consolidated Net Income":  for any period, the consolidated net income (or
loss) of the Borrower and its Subsidiaries,  determined on a consolidated  basis
in accordance with GAAP.

     "Consolidated  Net  Worth":  at  any  date,  all  amounts  that  would,  in
conformity  with  GAAP,  be  included  on a  consolidated  balance  sheet of the
Borrower and its Subsidiaries under stockholders' equity at such date.

     "Consolidated  Total   Capitalization":   at  any  date,  the  sum  of  (a)
Consolidated Net Worth on such date and (b)Consolidated Total Debt or such date.

     "Consolidated  Total Debt": at any date, the aggregate  principal amount of
all Indebtedness of the Borrower and its  Subsidiaries at such date,  determined
on a consolidated basis in accordance with GAAP.

     "Consolidated  Total Debt to Capitalization  Ratio": on any date, the ratio
of  (a)  Consolidated  Total  Debt  on  such  date  to  (b)  Consolidated  Total
Capitalization on such date.
<PAGE>
                                       6


     "Continuing Directors":  the directors of the Borrower on the Closing Date,
and  each  other  director  whose  election  by the  board of  directors  of the
Borrower,  or whose nomination for election by the stockholders of the Borrower,
was approved by a vote of at least a majority of the  directors  who were either
directors on the Closing Date or whose  election or nomination  for election was
previously so approved.

     "Contractual  Obligation":  as to any Person, any provision of any security
issued by such Person or of any  agreement,  instrument or other  undertaking to
which such Person is a party or by which it or any of its property is bound.

     "Default":  any of the events  specified  in Section 7,  whether or not any
requirement  for the  giving of  notice,  the lapse of time,  or both,  has been
satisfied.

     "Disposition":  with respect to any  property,  any sale,  lease,  sale and
leaseback,  assignment,  conveyance,  transfer or other disposition thereof. The
terms  "Dispose"  and  "Disposed of" shall have  correlative  meanings.

     "Dollar  Equivalent":  at any time or during  any  period as to any  amount
denominated in a Foreign  Currency,  the amount of Dollars that may be purchased
with such amount of such  Foreign  Currency at the  applicable  rate of exchange
determined in accordance with Section 1.3.

     "Dollar Loans": as defined in Section 2.1.

     "Dollars" and "$": dollars in lawful currency of the United States.

     "Environmental  Laws":  any and  all  foreign,  Federal,  state,  local  or
municipal  laws,  rules,  orders,  regulations,   statutes,  ordinances,  codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including  common  law)  regulating,  relating  to  or  imposing  liability  or
standards of conduct  concerning  protection of human health or the environment,
as now or may at any time hereafter be in effect.

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

     "Eurocurrency  Applicable  Margin":  as determined  pursuant to the Pricing
Grid.

     "Eurocurrency  Base Rate": with respect to an Interest Period pertaining to
any Eurocurrency Loan, the rate of interest  determined on the basis of the rate
for deposits in Dollars or the relevant  Foreign  Currency,  as the case may be,
for a period equal to such Interest  Period  commencing on the first day of such
Interest Period  appearing on Page 3750 of the Telerate Screen as of 11:00 A.M.,
London time,  two Business Days prior to the beginning of such Interest  Period.
In the event that such rate does not appear on such page of the Telerate  Screen
(or  otherwise  on the Telerate  Service),  the  "Eurocurrency  Base Rate" shall
instead be the interest rate per annum (rounded  upwards,  if necessary,  to the
next 1/16 of 1%) equal to the average of the rates at which  deposits in Dollars
or the relevant Foreign  Currency,  as the case may be,  approximately  equal in
principal  amount to the  portion  of the  Eurocurrency  Tranche  of the  Lender
serving as  Administrative  Agent for a  maturity  comparable  to such  Interest

<PAGE>
                                       7


Period,  are  offered  by the  principal  London  office  of  Barclays  Bank for
immediately  available  funds in the London  interbank  market at  approximately
11:00 A.M.,  London time,  two Business Days prior to the  commencement  of such
Interest Period.

     "Eurocurrency  Loans":  Loans the rate of interest  applicable  to which is
based upon the Eurocurrency Rate.

     "Eurocurrency  Rate":  with respect to each day during each Interest Period
pertaining to a Eurocurrency  Loan, a rate per annum  determined for such day in
accordance with the following  formula (rounded upward to the nearest 1/100th of
1%):

                             Eurocurrency Base Rate
            --------------------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

     "Eurocurrency  Reserve   Requirements":   for  any  day  as  applied  to  a
Eurocurrency  Loan,  the aggregate  (without  duplication)  of the maximum rates
(expressed as a decimal fraction) of reserve  requirements in effect on such day
(including  basic,  supplemental,  marginal and  emergency  reserves)  under any
regulations of the Board or other  Governmental  Authority  having  jurisdiction
with  respect   thereto  dealing  with  reserve   requirements   prescribed  for
eurocurrency  funding  (currently  referred to as "Eurocurrency  Liabilities" in
Regulation D of the Board)  maintained  by a member bank of the Federal  Reserve
System.

     "Eurocurrency  Tranche":  the collective  reference to  Eurocurrency  Loans
denominated  in the same currency made by the Lenders to the Borrower,  the then
current Interest Periods with respect to all of which begin on the same date and
end on the same  later  date  (whether  or not  such  Eurocurrency  Loans  shall
originally have been made on the same day).

     "Euros": the single currency of participating member states of the European
Monetary Union  introduced in accordance  with the provisions of Article 109(1)4
of the Treaty of Rome of March 25, 1957 (as amended by the Single  European  Act
1986 and the  Maastricht  Treaty  (which was signed at Maastricht on February 7,
1992 and came into force on November 1, 1993) as amended  from time to time) and
as  referred  to  in  legislative   measures  of  the  European  Union  for  the
introduction  of,  changeover  to or operating of the euro in one or more member
states.

     "Event of Default": any of the events specified in Section 7, provided that
any requirement  for the giving of notice,  the lapse of time, or both, has been
satisfied.

     "Excess  Utilization  Day":  each day on which the  Commitment  Utilization
Percentage exceeds 50%.

     "Exchange  Rate":  on any day,  with respect to any  currency,  the rate at
which such currency may be exchanged  into any other  currency,  as set forth at
approximately  11:00  A.M.,  London  time,  on such  date on the  Reuters  World
Currency Page for such currency.  In the event that such rate does not appear on
any Reuters  World  Currency  Page,  the Exchange  Rate shall be  determined  by
reference to such other publicly available service for displaying exchange rates
as may be selected by the Administrative Agent, or, in the event no such service
is selected,  such Exchange Rate shall instead be the arithmetic  average of the

<PAGE>
                                       8


spot rates of  exchange  of the  Administrative  Agent in the  market  where its
foreign currency exchange  operations in respect of such currency are then being
conducted,  at or about 10:00 A.M., local time, on such date for the purchase of
the relevant currency for delivery two Business Days later;  provided that if at
the time of any such  determination,  for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Borrower,  may use
any  reasonable  method it deems  appropriate  to determine  such rate, and such
determination  shall  be  presumed  correct  absent  manifest  error;  provided,
further,  that in any event, the Administrative Agent shall provide the Borrower
with reasonable details of the source for such rate.

     "Facility Fee": as defined in Section 2.3(a).

     "Facility Fee Rate": as determined pursuant to the Pricing Grid.

     "Federal Funds Effective  Rate":  for any day, the weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve  System  arranged by federal  funds  brokers,  as  published on the next
succeeding  Business Day by the Federal  Reserve  Bank of New York,  or, if such
rate is not so published  for any day that is a Business Day, the average of the
quotations for the day of such  transactions  received by Barclays Bank PLC from
three federal funds brokers of recognized standing selected by it.

     "Fee Payment  Date":  (a) the third  Business Day following the last day of
each March, June,  September and December,  (b) the Termination Date and (c) the
date the  Commitments  shall have been terminated and the principal of the Loans
shall have been paid in full.

     "Foreign Currency": each of Euros, Sterling and Yen.

     "Foreign Currency Loans": as defined in Section 2.1.

     "Funding  Office":  the office of the  Administrative  Agent  specified  in
Section 9.2 or such other  office as may be  specified  from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

     "GAAP": generally accepted accounting principles in the United States as in
effect from time to time, except that for purposes of Section 6.1, GAAP shall be
determined  on the basis of such  principles  in effect on the date  hereof  and
consistent  with  those  used in the  preparation  of the  most  recent  audited
financial statements referred to in Section 3.1(b).

     "Governmental  Authority":  any  nation or  government,  any state or other
political   subdivision   thereof,  any  agency,   authority,   instrumentality,
regulatory  body,  court,  central  bank or other entity  exercising  executive,
legislative,  judicial,  taxing,  regulatory or  administrative  functions of or
pertaining  to  government,  any  securities  exchange  and any  self-regulatory
organization.

     "Group  Members":   the  collective  reference  to  the  Borrower  and  its
Subsidiaries  (or,  in the  case  of  Sections  7(e),  (f)  and  (h)  only,  its
Significant Subsidiaries).
<PAGE>
                                       9


     "Guarantee  Obligation":  as to any Person (the "guaranteeing person"), any
obligation,  including a reimbursement,  counterindemnity or similar obligation,
of the guaranteeing Person that guarantees or in effect guarantees,  or which is
given to  induce  the  creation  of a  separate  obligation  by  another  Person
(including  any bank under any letter of credit)  that  guarantees  or in effect
guarantees,  any  Indebtedness  (the "primary  obligations")  of any other third
Person (the "primary  obligor") in any manner,  whether  directly or indirectly,
including any obligation of the guaranteeing person,  whether or not contingent,
(i) to purchase any such primary obligation or any property  constituting direct
or  indirect  security  therefor,  (ii) to advance  or supply  funds (A) for the
purchase or payment of any such primary  obligation  or (B) to maintain  working
capital or equity  capital of the primary  obligor or  otherwise to maintain the
net worth or  solvency  of the  primary  obligor,  (iii) to  purchase  property,
securities  or services  primarily  for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary  obligation or (iv)  otherwise to assure or hold harmless the owner
of any such  primary  obligation  against  loss in  respect  thereof;  provided,
however,  that the term Guarantee  Obligation shall not include  endorsements of
instruments  for deposit or collection in the ordinary  course of business.  The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to
be the lower of (a) an amount equal to the stated or determinable  amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b)
the maximum amount for which such guaranteeing  person may be liable pursuant to
the terms of the instrument  embodying such  Guarantee  Obligation,  unless such
primary obligation and the maximum amount for which such guaranteeing person may
be liable  are not  stated or  determinable,  in which  case the  amount of such
Guarantee  Obligation shall be such  guaranteeing  person's  maximum  reasonably
anticipated  liability in respect  thereof as determined by the Borrower in good
faith.

     "Indebtedness":  of any Person at any date,  without  duplication,  (a) all
indebtedness  of such Person for borrowed  money,  (b) all  obligations  of such
Person for the  deferred  purchase  price of  property  or  services  (excluding
accounts  payable  and accrued  expenses),  (c) all  obligations  of such Person
evidenced by notes,  bonds,  debentures  or other similar  instruments,  (d) all
indebtedness  created  or  arising  under any  conditional  sale or other  title
retention  agreement  with  respect to property  acquired  by such Person  (even
though the rights and remedies of the seller or lender  under such  agreement in
the event of default are limited to repossession or sale of such property),  (e)
all Capital  Lease  Obligations  of such  Person,  (f) all  obligations  of such
Person,  contingent or otherwise,  as an account party or applicant  under or in
respect of  bankers'  acceptances,  (g) all  reimbursement  obligations  of such
Person in respect of drawings or payments made under  letters of credit,  surety
or performance bonds or other similar arrangements that are not satisfied within
three  Business  Days  following the date of receipt by such Person of notice of
such drawing or payment, (h) the liquidation value of all manditorily redeemable
preferred  Capital Stock of such Person,  (i) all Guarantee  Obligations of such
Person in respect of  obligations of the kind referred to in clauses (a) through
(f) and (h) above,  (j) all  obligations  of the kind referred to in clauses (a)
through  (i) above  secured  by any Lien on  property  (including  accounts  and
contract rights) owned by such Person, whether or not such Person has assumed or
become  liable for the  payment of such  obligation  (it being  understood  that
obligations  in  respect of a  Permitted  Receivables  Securitization  shall not
constitute  Indebtedness),  and (k) for the purposes of Section  7(e) only,  all
obligations of such Person in respect of Swap  Agreements.  The  Indebtedness of
any Person shall include the  Indebtedness  of any other entity  (including  any
partnership in which such Person is a general partner) to the extent such Person

<PAGE>
                                       10


is liable therefor as a result of such Person's  ownership  interest in or other
relationship  with  such  entity,  except  to  the  extent  the  terms  of  such
Indebtedness expressly provide that such Person is not liable therefor.

     "Insolvency":  with respect to any  Multiemployer  Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

     "Insolvent": pertaining to a condition of Insolvency.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual  property,  whether arising under United
States,  multinational  or  foreign  laws or  otherwise,  including  copyrights,
copyright licenses,  patents, patent licenses,  trademarks,  trademark licenses,
technology,  know-how and  processes,  and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.

     "Interest  Payment  Date":  (a) as to any ABR  Loan,  the  last day of each
March, June,  September and December to occur while such Loan is outstanding and
the final maturity date of such Loan, (b) as to any Eurocurrency  Loan having an
Interest  Period of three months or less, the last day of such Interest  Period,
(c) as to any  Eurocurrency  Loan  having an Interest  Period  longer than three
months,  each day that is three months, or a whole multiple  thereof,  after the
first day of such Interest  Period and the last day of such Interest  Period and
(d) as to any Loan  (other  than any Loan that is an ABR Loan),  the date of any
repayment or prepayment made in respect thereof.

     "Interest Period":  as to any Eurocurrency Loan, (i) initially,  the period
commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurocurrency  Loan and ending one, two, three or six months  thereafter,
as selected by the Borrower in its notice of borrowing or notice of  conversion,
as the case may be, given with respect thereto; and (ii) thereafter, each period
commencing on the last day of the next preceding  Interest Period  applicable to
such Eurocurrency Loan and ending one, two, three or six months  thereafter,  as
selected by the Borrower by irrevocable notice to the  Administrative  Agent not
later than 11:00 A.M.,  New York City time, in the case of Loans  denominated in
Dollars,  and 10:00 A.M.,  New York City time,  in the case of Foreign  Currency
Loans,  three  Business Days prior to the last day of the then current  Interest
Period with respect  thereto;  provided  that,  all of the foregoing  provisions
relating to Interest Periods are subject to the following:

          (i) if any Interest  Period would otherwise end on a day that is not a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business  Day unless the  result of such  extension  would be to carry such
     Interest  Period into another  calendar  month in which event such Interest
     Period shall end on the immediately preceding Business Day;

          (ii) the Borrower may not select an Interest  Period that would extend
     beyond the Termination  Date, unless the Termination Date has been extended
     pursuant  to  Section  2.9,  in which case the  Borrower  may not select an
     Interest Period that would extend beyond December 19, 2004; and
<PAGE>
                                       11


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

     "Investments": as defined in Section 6.7.

     "Judgment Currency": as defined in Section 2.19(b).

     "Lender":  as defined in the preamble hereto;  provided that unless context
otherwise  requires each reference to the Lenders shall be deemed to include any
Conduit Lender.

     "Lien":   any  mortgage,   pledge,   hypothecation,   assignment,   deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever  (including any conditional sale or
other title retention  agreement and any capital lease having  substantially the
same economic effect as any of the foregoing).

     "Loan  Documents":  this  Agreement,  the Notes and any amendment,  waiver,
supplement or other modification to any of the foregoing.

     "Loan Percentage":  as to any Lender at any time, the percentage which such
Lender's  Commitment then  constitutes of the Total  Commitments or, at any time
after the Commitments shall have expired or terminated, the percentage which the
aggregate  principal amount of such Lender's Loans then outstanding  constitutes
of the aggregate principal amount of the Loans then outstanding.

     "Loans": as defined in Section 2.1.

     "London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

     "Margin Stock": as defined in Regulation U.

     "Material  Adverse Effect":  a material adverse effect on (a) the business,
property,  operations or condition  (financial or otherwise) of the Borrower and
its Subsidiaries  taken as a whole or (b) the validity or enforceability of this
Agreement  or any of the other Loan  Documents  or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

     "Materials of Environmental  Concern": any gasoline or petroleum (including
crude oil or any  fraction  thereof) or petroleum  products or any  hazardous or
toxic substances,  materials or wastes, defined or regulated as such in or under
any  Environmental  Law,  including  asbestos,   polychlorinated  biphenyls  and
urea-formaldehyde insulation.

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

     "Multiemployer  Plan":  a Plan that is a  multiemployer  plan as defined in
Section 4001(a)(3) of ERISA.
<PAGE>
                                       12


     "Non-Excluded Taxes": as defined in Section 2.15(a).

     "Non-U.S. Lender": as defined in Section 2.15(d).

     "Notes": the collective reference to any promissory note evidencing Loans.

     "Obligations":  the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and interest  accruing after the filing
of  any  petition  in  bankruptcy,   or  the  commencement  of  any  insolvency,
reorganization  or like proceeding,  relating to the Borrower,  whether or not a
claim for post-filing or  post-petition  interest is allowed in such proceeding)
the Loans and all other  obligations  and  liabilities  of the  Borrower  to the
Administrative Agent or to any Lender,  whether direct or indirect,  absolute or
contingent,  due or to become due, or now existing or hereafter incurred,  which
may arise under, out of, or in connection  with, this Agreement,  any other Loan
Document or any other document made,  delivered or given in connection  herewith
or  therewith,  whether  on  account  of  principal,   interest,   reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the  Administrative  Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

     "Other  Agreement":  the Three-Year Credit Agreement,  dated as of the date
hereof, among the Borrower,  the several banks and other financial  institutions
or  entities  from  time to  time  parties  thereto,  ABN  Amro  Bank  N.V.,  as
syndication  agent, and Barclays Bank PLC, as administrative  agent, as amended,
supplemented or otherwise modified or replaced from time to time.

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

     "Participant": as defined in Section 9.6(c).

     "PBGC": the Pension Benefit Guaranty  Corporation  established  pursuant to
Subtitle A of Title IV of ERISA (or any successor).

     "Permitted  Receivables  Securitization":  any  Receivables  Securitization
Transaction,  provided that the aggregate amount of the financing represented by
such transactions at any one time outstanding does not exceed $200,000,000.

     "Person":  an  individual,  partnership,   corporation,  limited  liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

     "Plan":  at a particular time, any employee benefit plan that is covered by
and  subject  to ERISA  and in  respect  of which  the  Borrower  or a  Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an  "employer" as defined in Section 3(5)
of ERISA.
<PAGE>
                                       13



     "Pricing Grid": the table set forth below (expressed in basis points):

<TABLE>
<CAPTION>
<S>                                  <C>              <C>                   <C>              <C>
       Rating Agency Rating          Facility Fee       Eurocurrency        Utilization      Term-Out Premium
                                         Rate         Applicable Margin       Fee Rate
----------------------------------- ---------------- --------------------- ---------------- -------------------
Greater than or
equal to A/A2 .............               7.0                28.0                7.5               12.5
----------------------------------- ---------------- --------------------- ---------------- -------------------
A-/A3 .....................               8.0                32.0               12.5               25.0
----------------------------------- ---------------- --------------------- ---------------- -------------------
BBB+/Baa1 .................              10.0                52.5               12.5               25.0
----------------------------------- ---------------- --------------------- ---------------- -------------------
BBB/Baa2 ..................              12.5                62.5               12.5               25.0
----------------------------------- ---------------- --------------------- ---------------- -------------------
BBB-/Baa3 .................              17.5                70.0               25.0               25.0
----------------------------------- ---------------- --------------------- ---------------- -------------------
Less than BBB-/Baa3
or No Rating ..............              25.0               112.5               37.5               50.0
----------------------------------- ---------------- --------------------- ---------------- -------------------
</TABLE>

     In any case where the Ratings of the two Rating  Agencies  are at different
levels, the higher Rating will determine the Facility Fee Rate, the Eurocurrency
Applicable  Margin, the Utilization Fee Rate and the Term-Out Premium unless the
S&P and Moody's  Ratings are more than one level apart, in which case the Rating
one level above the lower Rating will be determinative.  Each change in a Rating
by a Rating  Agency  shall be  effective on the date such change is announced by
such Rating Agency, and if such change in Rating shall result in a change in the
Facility  Fee Rate,  Eurocurrency  Applicable  Margin,  Utilization  Fee Rate or
Term-Out Premium, such latter change shall be effective on the effective date of
such change in Rating.

     "Properties": as defined in Section 3.13(a).

     "Rating Agencies" Moody's and S&P.

     "Ratings" the ratings from time to time  established by the Rating Agencies
for senior, unsecured, non-credit-enhanced long-term debt of the Borrower.

     "Receivables":   accounts   receivable  of  the  Borrower  or  any  of  its
Subsidiaries  (including any thereof constituting or evidenced by chattel paper,
instruments  or  general  intangibles),  and all  proceeds  thereof  and  rights
(contractual and other) and collateral related thereto.

     "Receivables  Securitization  Transaction":  with  respect to the  Borrower
and/or any of its  Subsidiaries,  the transfer of Receivables by any such Person
to a trust,  partnership,  corporation or other entity in a transaction in which
(x) the transferred  Receivables,  after giving effect to such transaction,  are
not, in accordance with GAAP, treated as assets on the books of the Borrower and
its Subsidiaries and (y) the liabilities of the transferee  trust,  partnership,
corporation or other entity,  after giving effect to such transaction,  are not,
in accordance with GAAP, treated as liabilities on the books of the Borrower and
its Subsidiaries.

     "Refunding Borrowing": a borrowing of Loans which, after application of the
proceeds  thereof,  results  in no net  increase  in the  aggregate  outstanding
principal amount of Loans made by any Lender.
<PAGE>
                                       14


     "Register": as defined in Section 9.6(b).

     "Regulation U": Regulation U of the Board as in effect from time to time.

     "Reorganization":  with respect to any  Multiemployer  Plan,  the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

     "Reportable  Event":  any of the  events  set forth in  Section  4043(c) of
ERISA,  other  than those  events as to which the  thirty  day notice  period is
waived under  subsections  .27,  .28,  .29,  .30,  .31,  .32, .34 or .35 of PBGC
Reg.ss. 4043.

     "Required Lenders":  at any time, the holders of more than 50% of the Total
Commitments then in effect or, if the Commitments have been terminated, the then
outstanding Loans.

     "Requirement of Law": as to any Person,  the  Certificate of  Incorporation
and By-Laws or other  organizational or governing  documents of such Person, and
any law, treaty, 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.

     "Responsible  Officer":  the chief  executive  officer,  president or chief
financial  officer of the Borrower,  but in any event, with respect to financial
matters, the chief financial officer of the Borrower.

     "Restricted  Margin  Stock":  Margin  Stock  owned by the  Borrower  or any
Subsidiary which represents not more than 25% of the aggregate value (determined
in accordance with  Regulation U), on a consolidated  basis, of the property and
assets of the Borrower and the Subsidiaries (including any Margin Stock) that is
subject to the provisions of Section 6 (including Section 6.4).

     "SEC": the Securities and Exchange  Commission,  any successor  thereto and
any analogous Governmental Authority.

     "SEC Filings": as defined in Section 3.1.


     "Significant   Subsidiary":   any   Subsidiary   which  is  a  "Significant
Subsidiary,"  as defined in Regulation  S-X part 210.1-02 of the Code of Federal
Regulations.

     "Single  Employer Plan": any Plan that is covered by Title IV of ERISA, but
that is not a Multiemployer Plan.

     "Specified Swap Agreement": any Swap Agreement entered into by the Borrower
and any Lender or  affiliate  thereof in respect of  interest  rates or currency
exchange rates.

     "Sterling":  British  Pounds  Sterling,  the lawful  currency of the United
Kingdom.
<PAGE>
                                       15


     "Subsidiary":  as  to  any  Person,  a  corporation,  partnership,  limited
liability  company or other entity of which  shares of stock or other  ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect  a  majority  of  the  board  of  directors  or  other  managers  of  such
corporation,  partnership  or  other  entity  are  at  the  time  owned,  or the
management of which is otherwise controlled,  directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to  "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

     "Swap Agreement":  any agreement with respect to any swap, forward,  future
or derivative  transaction or option or similar agreement involving,  or settled
by  reference  to, one or more rates,  currencies,  commodities,  equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic,  financial or pricing risk or value or any similar  transaction  or
any combination of these transactions; provided that no phantom stock or similar
plan  providing for payments only on account of services  provided by current or
former directors,  officers,  employees or consultants of the Borrower or any of
its Subsidiaries shall be a "Swap Agreement".

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

     "Syndication Agent": as defined in the preamble hereto.

     "Term-Out  Period":  the period from but excluding the Termination  Date to
and including December 19, 2004.

     "Term-Out Premium": as determined pursuant to the Pricing Grid.

     "Termination Date":  December 19, 2003 or, if the Termination Date shall be
extended in accordance with Section 2.9, December 19, 2004.

     "Total  Commitments":  at any time, the aggregate amount of the Commitments
of the Lenders then in effect.


     "Total  Loans":  at any time,  the sum of (a) the  aggregate  amount of the
Dollar Loans outstanding at such time and (b) the aggregate Dollar Equivalent of
the Foreign Currency Loans outstanding at such time.

     "Transferee": any Assignee or Participant.

     "Type": as to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.


     "United States": the United States of America.

     "Unrestricted  Margin Stock": any Margin Stock owned by the Borrower or any
Subsidiary which is not Restricted Margin Stock.
<PAGE>
                                       16


     "Utilization Fee Rate": as determined pursuant to the Pricing Grid.


     "Wholly Owned  Subsidiary":  as to any Person,  any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

     "Yen": the lawful currency of Japan.

     1.2 Other Definitional Provisions.  (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the other Loan Documents or any  certificate or other document made or delivered
pursuant hereto or thereto.

     (b) As used herein and in the other Loan Documents,  and any certificate or
other  document made or delivered  pursuant  hereto or thereto,  (i)  accounting
terms  relating  to any Group  Member not  defined in Section 1.1 shall have the
respective  meanings  given  to them  under  GAAP,  (ii)  the  words  "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation",  (iii) the word "incur"  shall be construed to mean incur,  create,
issue,  assume,  become  liable in  respect of or suffer to exist (and the words
"incurred" and  "incurrence"  shall have correlative  meanings),  (iv) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including  cash,  Capital  Stock,  securities,   revenues,  accounts,  leasehold
interests  and  contract  rights,  and (v)  references  to  agreements  or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

     (c) The words  "hereof",  "herein"  and  "hereunder"  and words of  similar
import,  when used in this  Agreement,  shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

     (d) The meanings given to terms defined herein shall be equally  applicable
to both the singular and plural forms of such terms.

     1.3 Exchange Rates.  For purposes of calculating  (a) the aggregate  Dollar
Equivalent of Foreign  Currency Loans  outstanding at any time during any period
and (b) the Dollar  Equivalent  of any Foreign  Currency Loan at the time of the
making of such Loan  pursuant to Section 2.1, the  Administrative  Agent will at
least once during each calendar  month and at such other times as it in its sole
discretion  decides to do so (including on or prior to the date of any borrowing
and the last day of any  Interest  Period),  determine  the  respective  rate of
exchange into Dollars of each Foreign  Currency (which rate of exchange shall be
based upon the Exchange Rate in effect on the date of such determination).  Such
rates of exchange  so  determined  on each such  determination  date shall,  for
purposes of the calculations  described in the preceding sentence,  be deemed to
remain unchanged and in effect until the next such determination date.
<PAGE>
                                       17


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

     2.1 Commitments.  Subject to the terms and conditions  hereof,  each Lender
severally  agrees to make revolving  credit loans in Dollars ("Dollar Loans") or
in any Foreign  Currency (the "Foreign  Currency  Loans",  and together with the
Dollar  Loans,  the  "Loans")  to the  Borrower  from  time to time  during  the
Commitment  Period in an aggregate  principal amount at any one time outstanding
which does not exceed the amount of such Lender's Commitment. The Borrower shall
not request and no Lender  shall be required to make any Loan if,  after  making
such Loan,  the Total Loans shall exceed the Total  Commitments  then in effect.
During the Commitment  Period the Borrower may use the Commitments by borrowing,
prepaying the Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof, provided, that the Commitments shall be reduced
on the Termination Date to an amount equal to the amount of the Total Loans then
outstanding  and,  if the Total  Loans shall at any time or from time to time be
reduced  thereafter  (whether as a result of a prepayment,  a change in exchange
rates or otherwise), the Commitments shall be reduced pro rata simultaneously by
an amount equal to such  reduction in the Total Loans,  and  provided,  further,
that on and  after the  Termination  Date,  no Loans  may be made  which are not
Refunding  Borrowings.  The Dollar  Loans may from time to time be  Eurocurrency
Loans  or  ABR  Loans,  as  determined  by  the  Borrower  and  notified  to the
Administrative  Agent in  accordance  with  Sections  2.2 and 2.7.  All  Foreign
Currency Loans shall be Eurocurrency Loans.

     2.2  Procedure  for  Borrowing.  (a) The Borrower  may borrow  Dollar Loans
during the  Commitment  Period on any Business  Day,  provided that the Borrower
shall give the  Administrative  Agent  irrevocable  notice (which notice must be
received  by the  Administrative  Agent (a) prior to 10:00  A.M.,  New York City
time, three Business Days prior to the requested  Borrowing Date, in the case of
Eurocurrency  Loans or (b)  prior to 11:00  A.M.,  New York  City  time,  on the
requested  Borrowing Date, in the case of ABR Loans),  specifying (i) the amount
and Type of Dollar Loans to be borrowed,  (ii) the requested Borrowing Date, and
(iii) in the case of  Eurocurrency  Loans,  the respective  amounts of each such
Type of Loan and the respective lengths of the initial Interest Period therefor.
Any Dollar  Loans made on the Closing Date shall  initially  be ABR Loans.  Each
borrowing of Dollar Loans under the  Commitments  shall be in an amount equal to
(x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the
then  aggregate  Available  Commitments  are less than  $1,000,000,  such lesser
amount)  and  (y) in the  case of  Eurocurrency  Loans,  $10,000,000  or a whole
multiple of $1,000,000 in excess  thereof.  Upon receipt of any such notice from
the  Borrower,  the  Administrative  Agent  shall  promptly  notify  each Lender
thereof.  Each  Lender  will  make  the  amount  of its pro  rata  share of each
borrowing available to the Administrative  Agent for the account of the Borrower
at the Funding  Office prior to 12:00 Noon, New York City time, on the Borrowing
Date  requested  by  the  Borrower  in  funds   immediately   available  to  the
Administrative Agent. Such borrowing will then be made available to the Borrower
by the  Administrative  Agent crediting the account of the Borrower on the books
of  such  Office  with  the  aggregate  of the  amounts  made  available  to the
Administrative  Agent  by the  Lenders  and in like  funds  as  received  by the
Administrative Agent.

     (b) The Borrower may borrow  Foreign  Currency  Loans during the Commitment
Period  on  any  Business  Day,  provided  that  the  Borrower  shall  give  the
Administrative  Agent  irrevocable  notice (which notice must be received by the
Administrative  Agent prior to 10:00 A.M.,  New York City time,  three  Business

<PAGE>
                                       18


Days  prior to the  requested  Borrowing  Date),  specifying  (i) the  requested
Borrowing  Date,  (ii) the respective  amounts of each Foreign  Currency Loan in
each Foreign  Currency and (iii) the respective  lengths of the initial Interest
Period therefor. Each Foreign Currency Loan under the Commitments shall be in an
amount  equal  to (x) in the  case of  Foreign  Currency  Loans  denominated  in
Sterling,  (pound)7,000,000  or a whole  multiple  of  (pound)500,000  in excess
thereof,  (y) in the  case of  Foreign  Currency  Loans  denominated  in  Euros,
(euro)10,000,000  or a whole multiple of (euro)1,000,000 in excess thereof,  and
(z) in the case of Foreign Currency Loans denominated in Yen,  Y1,000,000,000 or
a whole multiple of  Y100,000,000  in excess  thereof.  Upon receipt of any such
notice from the Borrower,  the  Administrative  Agent shall promptly notify each
Lender  thereof.  Each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative  Agent for the account of the Borrower
at the Funding  Office prior to 12:00 Noon,  London time,  in each case,  on the
Borrowing Date requested by the Borrower in funds  immediately  available in the
relevant Foreign Currency to the Administrative  Agent. Such borrowing will then
be made  available to the Borrower by the  Administrative  Agent  crediting  the
account of the  Borrower on the books of such Office with the  aggregate  of the
amounts made  available to the  Administrative  Agent by the Lenders and in like
funds  as  received  by the  Administrative  Agent or by wire  transfer  of such
amounts  to  an  account   designated   in  writing  by  the   Borrower  to  the
Administrative Agent in connection with the relevant borrowing.

     2.3 Fees. (a) The Borrower  agrees to pay to the  Administrative  Agent for
the account of each Lender a facility fee (a "Facility Fee") for the period from
and including the date hereof to the date upon which the Commitments  shall have
terminated  and all Loans  shall have been paid in full,  computed at a rate per
annum  equal  to the  Facility  Fee  Rate on the  average  daily  amount  of the
Commitment of such Lender (whether or not utilized)  during the period for which
payment  is made  (or,  if any  Lender  continues  to have any  Loans  after its
Commitment  terminates,  on the average daily amount of such Lender's Loans from
and including the date on which its  Commitment  terminates to but excluding the
date on which  such  Lender  ceases to have any Loans  outstanding),  payable in
arrears on each Fee Payment Date.

     (b) The Borrower agrees to pay to the Administrative  Agent for the account
of each  Lender in  arrears  on each Fee  Payment  Date,  a  utilization  fee (a
"Utilization  Fee") at a rate per annum  equal to the  Utilization  Fee Rate for
each Excess  Utilization  Day during the period covered by such Fee Payment Date
on such Lender's Loans then outstanding on such Excess Utilization Day.

     (c) The Borrower agrees to pay to the Administrative  Agent the fees in the
amounts and on the dates as set forth in the Fee Letter, dated as of November 1,
2002,  between the Borrower and the  Administrative  Agent, and in any other fee
agreements between the Borrower and the  Administrative  executed after the date
of this Agreement, and to perform any other obligations contained therein.

     2.4 Optional  Termination or Reduction of  Commitments.  The Borrower shall
have  the  right,  upon  not  less  than  three  Business  Days'  notice  to the
Administrative  Agent,  to terminate the  Commitments  or, from time to time, to
reduce the  amount of the  Commitments;  provided  that no such  termination  or
reduction of Commitments  shall be permitted if, after giving effect thereto and
to any  prepayments  of the  Loans,  the  Total  Loans  would  exceed  the Total
Commitments.  Any such reduction shall be in an amount equal to $10,000,000,  or

<PAGE>
                                       19


an  integral  multiple  of  $1,000,000  in  excess  thereof,  and  shall  reduce
permanently the Commitments then in effect.

     2.5  Optional  Prepayments.  The  Borrower may at any time and from time to
time prepay the Loans,  in whole or in part,  without  premium or penalty,  upon
irrevocable  notice delivered to the  Administrative  Agent not later than 10:00
A.M.,  New York City time,  three Business Days prior to the date of prepayment,
in the case of Eurocurrency  Loans, and not later than 11:00 A.M., New York City
time,  one  Business  Day  prior to the date of  prepayment,  in the case of ABR
Loans,  which notice shall specify the date and amount of prepayment and whether
the prepayment is of Eurocurrency  Loans or ABR Loans and, if such prepayment is
of Foreign Currency Loans, the applicable Foreign Currency;  provided, that if a
Eurocurrency  Loan is prepaid on any day other than the last day of the Interest
Period  applicable  thereto,  the  Borrower  shall  also pay any  amounts  owing
pursuant to Section  2.16.  Upon  receipt of any such notice the  Administrative
Agent shall promptly  notify each Lender  thereof.  If any such notice is given,
the  amount  specified  in such  notice  shall  be due and  payable  on the date
specified  therein,  together  with  (except  in the case of Loans  that are ABR
Loans) accrued interest to such date on the amount prepaid.  Partial prepayments
of Dollar Loans shall be in an aggregate  principal  amount of  $10,000,000 or a
whole multiple of $1,000,000 in excess thereof.  Partial  prepayments of Foreign
Currency Loans shall be in a minimum principal amount of (x) (pound)7,000,000 or
a whole multiple of  (pound)500,000  in excess  thereof,  in the case of Foreign
Currency Loans denominated in Sterling, (y) (euro)10,000,000 or a whole multiple
or  (euro)1,000,000  in excess  thereof,  in the case of Foreign  Currency Loans
denominated in Euros, and (z) Y1,000,000,000 or a whole multiple or Y100,000,000
in excess thereof, in the case of Foreign Currency Loans denominated in Yen.

     2.6 Mandatory Prepayments.  If, on any date, the Total Loans outstanding on
such date  exceed  102% of the Total  Commitments  in effect on such  date,  the
Borrower  shall,  without notice or demand,  promptly (but in any event,  within
three Business Days of such date) prepay such outstanding  Loans in an aggregate
principal amount such that, after giving effect thereto,  the Total Loans do not
exceed the Total Commitments. Any amounts prepaid pursuant to this Section shall
be  accompanied  by  interest  accrued  to the  date of such  prepayment  on the
principal so prepaid and any amounts  payable  under  Section 2.16 in connection
therewith.

     2.7 Conversion and  Continuation  Options.  (a) The Borrower may elect from
time to time to convert  Eurocurrency  Loans denominated in Dollars to ABR Loans
by giving the Administrative Agent irrevocable notice of such election not later
than 11:00  A.M.,  New York City  time,  one  Business  Day prior to the date of
conversion,  provided that any such conversion of Eurocurrency Loans may only be
made on the last day of an Interest  Period with respect  thereto.  The Borrower
may elect  from time to time to  convert  its ABR  Loans to  Eurocurrency  Loans
denominated in Dollars by giving the Administrative  Agent irrevocable notice of
such election  (which  notice shall  specify the length of the initial  Interest
Period  therefor) not later than 11:00 A.M., New York City time,  three Business
Days prior to the date of conversion, provided that no ABR Loan may be converted
into a  Eurocurrency  Loan  when  any  Event  of  Default  has  occurred  and is
continuing and the Administrative  Agent or the Required Lenders have determined
in its or their sole discretion not to permit such conversions.  Upon receipt of
any such  notice the  Administrative  Agent  shall  promptly  notify each Lender
thereof.
<PAGE>
                                       20


     (b) Any  Eurocurrency  Loan may be continued as such upon the expiration of
the then current  Interest  Period with respect  thereto by the Borrower  giving
irrevocable  notice  to  the  Administrative   Agent,  in  accordance  with  the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans,  provided
that no Eurocurrency  Loan  denominated in Dollars may be continued as such when
any Event of Default has occurred and is continuing and the Administrative Agent
has or the Required  Lenders have determined in its or their sole discretion not
to permit such continuation,  and provided,  further, that if the Borrower shall
fail to give any required notice as described above in this paragraph or if such
continuation is not permitted  pursuant to the preceding  proviso any such Loans
denominated in Dollars shall be automatically converted to ABR Loans on the last
day of such then  expiring  Interest  Period and, if the Borrower  shall fail to
give such  notice of  continuation  of a Foreign  Currency  Loan,  such  Foreign
Currency Loan shall be  automatically  continued  for an Interest  Period of one
month. Upon receipt of any such notice the  Administrative  Agent shall promptly
notify each relevant Lender thereof.

     2.8 Limitations on Eurocurrency Tranches.  Notwithstanding  anything to the
contrary in this Agreement,  all borrowings,  conversions and  continuations  of
Eurocurrency  Loans and all  selections  of  Interest  Periods  shall be in such
amounts  and be made  pursuant  to such  elections  so  that  no more  than  ten
Eurocurrency Tranches shall be outstanding at any one time.

     2.9 Repayment of Loans;  Extension of Termination Date. The Borrower hereby
unconditionally  promises to pay to each Lender on the Termination Date (or such
earlier  date as the Loans  become due and  payable  pursuant to Section 7), the
unpaid  principal amount of each Loan made by such Lender.  Notwithstanding  the
foregoing,  the Borrower may request, in a notice provided to the Administrative
Agent not less than 30 nor more than 60 days prior to the Termination Date, that
the Loans comprising any Borrowing outstanding on the Termination Date mature on
December 19, 2004, and the unpaid  principal  amount of such Loans shall then be
due and payable on such date. The  Administrative  Agent shall  promptly  notify
each relevant  Lender of such request.  Any  extension of the  Termination  Date
pursuant to this Section shall be subject to the  satisfaction of the conditions
set forth in Section  4.2 on the  Termination  Date to the same extent as if the
Lenders  were  requested  to make Loans on the  Termination  Date.  The Borrower
hereby  further  agrees to pay interest in  immediately  available  funds at the
office of the Administrative  Agent on the unpaid principal amount of such Loans
from time to time from the date  hereof  until  payment  in full  thereof at the
rates per annum, and on the dates, set forth in Section 2.10.

     2.10 Interest Rates and Payment  Dates.  (a) Each  Eurocurrency  Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the  Eurocurrency  Rate determined for such day plus the
Eurocurrency  Applicable  Margin  and plus,  during the  Term-Out  Period (if it
occurs), the Term-Out Premium.

     (b) Each ABR Loan shall bear  interest at a rate per annum equal to the ABR
plus, during the Term-Out Period (if it occurs), the Term-Out Premium.

     (c) (i) If all or a portion of the  principal  amount of any Loan shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),

<PAGE>
                                       21


such overdue  amount  shall bear  interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to the foregoing  provisions
of this Section plus 2% and (ii) if all or a portion of any interest  payable on
any  Loan  or any  facility  fee or  utilization  fee or  other  amount  payable
hereunder  shall  not be paid  when due  (whether  at the  stated  maturity,  by
acceleration  or  otherwise),  such overdue amount shall bear interest at a rate
per annum equal to the rate then  applicable  to ABR Loans plus 2% (unless  such
overdue amount is denominated in a Foreign Currency,  in which case such overdue
amount  shall bear  interest of a rate per annum equal to the highest  rate then
applicable  under this Agreement to Foreign  Currency Loans  denominated in such
Foreign  Currency  plus 2%), in each case,  with respect to clauses (i) and (ii)
above,  from the date of such non-payment  until such amount is paid in full (as
well after as before judgment).

     (d) Interest  shall be payable in arrears on each  Interest  Payment  Date,
provided that interest  accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand.

     2.11  Computation  of Interest  and Fees.  (a)  Interest  and fees  payable
pursuant  hereto  shall be  calculated  on the basis of a  360-day  year for the
actual days  elapsed,  except  that,  with  respect to (i) ABR Loans the rate of
interest on which is  calculated  on the basis of the Prime Rate,  the  interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed and (ii) Foreign Currency Loans denominated
in Sterling,  interest  shall be  calculated  on the basis of a 365-day year for
actual days  elapsed.  The  Administrative  Agent  shall as soon as  practicable
notify  the  Borrower  and  the  relevant  Lenders  of each  determination  of a
Eurocurrency  Rate.  Any change in the interest rate on a Loan  resulting from a
change  in the  Eurocurrency  Applicable  Margin,  the  ABR or the  Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the
day on which such change becomes effective.  The  Administrative  Agent shall as
soon as  practicable  notify  the  Borrower  and  the  relevant  Lenders  of the
effective date and the amount of each such change in interest rate.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the  Borrower  and the relevant  Lenders in the absence of manifest  error.  The
Administrative  Agent  shall,  at the  request of the  Borrower,  deliver to the
Borrower a statement showing the quotations used by the Administrative  Agent in
determining any interest rate pursuant to Section 2.10(a).

     2.12 Inability to Determine Interest Rate. If prior to the first day of any
Interest Period:

     (a) the  Administrative  Agent shall have determined  (which  determination
shall  be  conclusive  and  binding  upon  the  Borrower)  that,  by  reason  of
circumstances  affecting the relevant  market,  adequate and reasonable means do
not exist for ascertaining the Eurocurrency Rate for such Interest Period,

     (b) the  Administrative  Agent shall have received notice from the Required
Lenders that the  Eurocurrency  Rate  determined  or to be  determined  for such
Interest  Period will not adequately and fairly reflect the cost to the relevant
Lenders (as  conclusively  certified by such  Lenders) of making or  maintaining
their affected Loans during such Interest Period, or
<PAGE>
                                       22


     (c) the  Administrative  Agent  determines  (which  determination  shall be
conclusive  and binding  upon the  Borrower)  that  deposits  in the  applicable
currency  are not  generally  available,  or cannot be obtained by the  relevant
Lenders,  in  the  applicable  market  (any  Foreign  Currency  affected  by the
circumstances described in clause (a), (b) or (c) is referred to as an "Affected
Foreign Currency"),

then the  Administrative  Agent shall give telecopy or telephonic notice thereof
to the Borrower and the relevant Lenders as soon as practicable  thereafter.  If
such notice is given (x)  pursuant to clause (a) or (b) of this  Section 2.12 in
respect of Eurocurrency Loans denominated in Dollars,  then (i) any Eurocurrency
Loans  denominated  in  Dollars  requested  to be made on the  first day of such
Interest Period shall be made as ABR Loans, (ii) any ABR Loans that were to have
been converted on the first day of such Interest  Period to  Eurocurrency  Loans
denominated in Dollars shall be continued as ABR Loans and (iii) any outstanding
Eurocurrency Loans denominated in Dollars shall be converted, on the last day of
the then-current Interest Period, to ABR Loans and (y) in respect of any Foreign
Currency  Loans,  then (i) any Foreign  Currency  Loans in an  Affected  Foreign
Currency requested to be made on the first day of such Interest Period shall not
be made and (ii) any outstanding  Foreign  Currency Loans in an Affected Foreign
Currency shall be due and payable on the last day of the  then-current  Interest
Period.  Until such  relevant  notice has been  withdrawn by the  Administrative
Agent, no further  Eurocurrency Loans denominated in Dollars or Foreign Currency
Loans in an Affected  Foreign  Currency  shall be made or continued as such, nor
shall the  Borrower  have the right to convert ABR Loans to  Eurocurrency  Loans
denominated in Dollars.

     2.13 Pro Rata  Treatment and Payments.  (a) Each  borrowing by the Borrower
from the  Lenders  hereunder,  each  payment by the  Borrower  on account of any
facility fee or  utilization  fee and any  reduction of the  Commitments  of the
Lenders shall be made pro rata according to the respective  Loan  Percentages of
the Lenders.

     (b) Each payment  (including each prepayment) by the Borrower on account of
principal of and  interest on the Loans shall be made pro rata  according to the
respective outstanding principal amounts of the Loans then held by the Lenders.

     (c) All  payments  (including  prepayments)  to be  made  by the  Borrower,
whether on account of  principal,  interest,  fees or  otherwise,  shall be made
without setoff or  counterclaim  and shall be made prior to 12:00 Noon, New York
City time, on the due date thereof to the Administrative  Agent, for the account
of the relevant Lenders, at its Funding Office, in immediately  available funds.
Except as otherwise  specified in this  Agreement,  amounts  owing  hereunder on
account of  principal  and  interest on Loans  shall be paid in the  currency in
which such Loan was  borrowed,  and amounts  owing  hereunder on account of fees
shall  be paid in  Dollars.  The  Administrative  Agent  shall  distribute  such
payments  to the  relevant  Lenders  promptly  upon  receipt  in like  funds  as
received.  If any payment  hereunder  (other than  payments on the  Eurocurrency
Loans)  becomes due and payable on a day other than a Business Day, such payment
shall be  extended  to the next  succeeding  Business  Day.  If any payment on a
Eurocurrency  Loan  becomes due and payable on a day other than a Business  Day,
the  maturity  thereof  shall be extended to the next  succeeding  Business  Day
unless the result of such extension would be to extend such payment into another
calendar  month,  in which event such payment  shall be made on the  immediately

<PAGE>
                                       23


preceding Business Day. In the case of any extension of any payment of principal
pursuant to the preceding two  sentences,  interest  thereon shall be payable at
the then applicable rate during such extension.

     (d) Unless the Administrative  Agent shall have been notified in writing by
any Lender  prior to a borrowing  that such Lender will not make the amount that
would  constitute  its share of such borrowing  available to the  Administrative
Agent,  the  Administrative  Agent may assume  that such  Lender is making  such
amount available to the Administrative  Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative  Agent by the
required  time on the  Borrowing  Date  therefor,  such Lender  shall pay to the
Administrative  Agent,  on  demand,  (i) in the case of amounts  denominated  in
Dollars, such amount with interest thereon at a rate equal to the greater of (x)
the Federal Funds Effective Rate and (y) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank  compensation,  for
the period  until such Lender  makes such amount  immediately  available  to the
Administrative  Agent  or (ii) in the case of  amounts  denominated  in  Foreign
Currencies,  such  amount  with  interest  thereon at a rate  determined  by the
Administrative  Agent to be the cost to it of  funding  such  amount  until such
Lender makes such amount immediately  available to the  Administrative  Agent. A
certificate of the Administrative  Agent submitted to any Lender with respect to
any amounts  owing under this  paragraph  shall be  conclusive in the absence of
manifest  error.  If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the  Administrative  Agent shall also be entitled to recover (i)
in the case of amounts denominated in Dollars, such amount with interest thereon
at the rate per annum  applicable to ABR Loans, on demand,  from the Borrower or
(ii) in the case of amounts denominated in Foreign Currencies,  such amount with
interest thereon at a rate determined by the Administrative  Agent to be the sum
of (x)  the  cost  to it of  funding  such  amount  plus  (y)  the  Eurocurrency
Applicable Margin, on demand,  from the Borrower.  The failure or refusal of any
Lender to make available to the Administrative Agent such Lender's share of such
borrowing  shall  not  relieve  any other  Lender  from its  several  obligation
hereunder to make available to the Administrative Agent the amount of such other
Lender's  share of such  borrowing.  Nothing herein shall be deemed to limit the
rights of the  Borrower  against  any Lender  that has failed or refused to make
available such Lender's share of any borrowing.

     (e) Unless the Administrative  Agent shall have been notified in writing by
the  Borrower  prior to the date of any payment  due to be made by the  Borrower
hereunder  that the Borrower  will not make such  payment to the  Administrative
Agent,  the  Administrative  Agent may assume  that the  Borrower is making such
payment,  and the  Administrative  Agent may,  but shall not be required  to, in
reliance upon such  assumption,  make available to the Lenders their  respective
pro rata shares of a  corresponding  amount.  If such payment is not made to the
Administrative  Agent by the Borrower  within three Business Days after such due
date, the  Administrative  Agent shall be entitled to recover,  on demand,  from
each relevant  Lender to which any amount which was made  available  pursuant to
the preceding sentence,  (i) in the case of amounts denominated in Dollars, such
amount with  interest  thereon at the rate per annum equal to the daily  average
Federal  Funds  Effective  Rate and (ii) in the case of amounts  denominated  in
Foreign  Currencies,  such  amount  with  interest  thereon  at a rate per annum
determined  by the  Administrative  Agent to be the cost to it of  funding  such

<PAGE>
                                       24


amount. Nothing herein shall be deemed to limit the rights of the Administrative
Agent or any Lender against the Borrower with respect to such payment.

     2.14  Requirements  of Law.  (a) If the  adoption  of or any  change in any
Requirement  of Law or in  the  interpretation  or  application  thereof  by any
Governmental Authority charged with the interpretation or administration thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central  bank or other  Governmental  Authority  made
subsequent to the date hereof:

          (i) shall  subject any Lender to any tax of any kind  whatsoever  with
     respect  to this  Agreement  or any Loan made by it, or change the basis of
     taxation  of  payments  to such  Lender  in  respect  thereof  (except  for
     Non-Excluded  Taxes  covered by Section 2.15 and changes in the rate of tax
     on the overall net income of such Lender);

          (ii) shall  impose,  modify or hold  applicable  any reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such Lender that is not otherwise  included in the  determination
     of the Eurocurrency Rate; or

          (iii)  shall  impose on such  Lender any other  condition  relating to
     funding of assets that would include the Eurodollar  Loans or the income or
     earnings in respect  thereof  (except  for  Non-Excluded  Taxes  covered by
     Section  2.15 and  changes in the rate of tax on the  overall net income of
     such Lender);

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount  that such  Lender  reasonably  deems to be  material,  of  making,
converting into, continuing or maintaining  Eurocurrency Loans, or to reduce any
amount  receivable  hereunder in respect  thereof,  then, in any such case,  the
Borrower  shall,  promptly after its receipt of a notice with respect thereto in
accordance  with  Section  2.14(d),  pay  such  Lender,  upon  its  demand,  any
additional  amounts  necessary to compensate such Lender for such increased cost
or reduced amount receivable.

     (b) If any Lender shall have reasonably  determined that the adoption of or
any  change in any  Requirement  of Law  regarding  capital  adequacy  or in the
interpretation or application  thereof by a Governmental  Authority charged with
the interpretation or administration thereof or compliance by such Lender or any
corporation  controlling  such Lender with any  request or  directive  regarding
capital adequacy  (whether or not having the force of law) from any Governmental
Authority  made  subsequent to the date hereof shall have the effect of reducing
the  rate  of  return  on  such  Lender's  or such  corporation's  capital  as a
consequence of its obligations hereunder to a level below that which such Lender
or such  corporation  could  have  achieved  but for such  adoption,  change  or
compliance  (taking  into  consideration  such  Lender's  or such  corporation's
policies  with respect to capital  adequacy) by an amount  reasonably  deemed by
such  Lender to be  material,  then from time to time,  after  such  Lender  has
provided  written  notice in  accordance  with  Section  2.14(d) to the Borrower
requesting  compensation  for such reduction under this paragraph,  the Borrower
shall pay to such Lender such  additional  amount or amounts as will  compensate
such Lender or such corporation for such reduction.
<PAGE>
                                       25


     (c) If  any  Governmental  Authority  of the  jurisdiction  of any  Foreign
Currency  (or any other  jurisdiction  in which the  funding  operations  of any
Lender shall be conducted with respect to such Foreign  Currency)  shall have in
effect any  reserve,  liquid  asset or similar  requirement  with respect to any
category  of  deposits  or  liabilities  customarily  used to fund loans in such
Foreign Currency, or by reference to which interest rates applicable to loans in
such Foreign Currency are determined,  and the result of such requirement  shall
be to  increase  the cost to such  Lender of making or  maintaining  any Foreign
Currency  Loan in such Foreign  Currency,  and such Lender shall  deliver to the
Borrower  a  written  notice  in  accordance  with  Section  2.14(d)  requesting
compensation  for such additional  cost under this paragraph,  then the Borrower
will pay to such  Lender on each  Interest  Payment  Date with  respect  to each
affected  Foreign  Currency Loan an amount that will  compensate such Lender for
such additional cost.

     (d) If any  Lender  becomes  entitled  to  claim  any  additional  amounts,
compensation  or additional  costs pursuant to this Section,  it shall deliver a
written notice in accordance with this paragraph to the Borrower (with a copy to
the Administrative  Agent) requesting such additional  amounts,  compensation or
additional  costs and  notifying the Borrower of the event by reason of which it
has become so entitled.  Such Lender agrees to use reasonable efforts to deliver
such notice  promptly  following the time at which it becomes aware of the event
giving rise to such additional amounts,  compensation or additional cost payable
(provided that the failure by such Lender to give such notice promptly shall not
adversely  affect  any  of  its  rights  hereunder).  A  certificate  as to  any
additional  amounts,  compensation  or  additional  costs  payable to any Lender
pursuant to this  Section 2.14  submitted by any Lender to the Borrower  (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest
error. Notwithstanding anything to the contrary contained in paragraphs (a), (b)
and (c)  above,  the  Borrower  shall not be  required  to  compensate  a Lender
pursuant to such  paragraphs  for any amounts  incurred  more than three  months
prior to the date  that such  Lender  notifies  the  Borrower  of such  Lender's
intention to claim  compensation  therefor;  and provided  further  that, if the
circumstances  giving rise to such claim have a  retroactive  effect,  then such
three-month  period shall be extended to include the period of such  retroactive
effect.  The  obligations  of the  Borrower  pursuant to this Section 2.14 shall
survive the  termination  of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

     (e)  Notwithstanding  any other  provision  of this  Agreement,  if (x) the
adoption of or any change in any Requirement of Law or in the  interpretation or
application thereof by a Governmental  Authority charged with the interpretation
or  administration  thereof  or  compliance  by any Lender  with any  request or
directive  (whether  or not  having the force of law) from any  central  bank or
other  Governmental  Authority made  subsequent to the date hereof shall make it
unlawful for any Lender to make or maintain any Foreign Currency Loan or to give
effect to its  obligations  as  contemplated  hereby with respect to any Foreign
Currency  Loan,  or (y) there  shall have  occurred  any change in  national  or
international  financial,   political  or  economic  conditions  (including  the
imposition  of or any change in  exchange  controls,  but  excluding  conditions
otherwise  covered by this Section 2.14) which would make it  impracticable  for
any  Lender  to make or  maintain  Foreign  Currency  Loans  denominated  in the
relevant  Foreign  Currency after the date hereof to, or for the account of, the
Borrower,  then,  by written  notice to the Borrower  and to the  Administrative
Agent:
<PAGE>
                                       26


          (i) such  Lender  may  declare  that  Foreign  Currency  Loans (in the
     affected  Foreign  Currency or  Currencies)  will not  thereafter  (for the
     duration  of such  unlawfulness  or change in  conditions)  be made by such
     Lender or  Lenders  hereunder  (or be  continued  for  additional  Interest
     Periods),  whereupon  any  request  for a  Foreign  Currency  Loan  (in the
     affected  Foreign Currency or Currencies) or to continue a Foreign Currency
     Loan (in the affected Foreign Currency or Currencies),  as the case may be,
     for an additional  Interest Period) shall, as to such Lender only, be of no
     force and effect, unless such declaration shall be subsequently  withdrawn;
     and

          (ii) such Lender may require  that all  outstanding  Foreign  Currency
     Loans (in the  affected  Foreign  Currency  or  Currencies),  made by it be
     converted to ABR Loans or Eurocurrency Loans denominated in Dollars, as the
     case may be  (unless  repaid  by the  Borrower),  in which  event  all such
     Foreign  Currency  Loans (in the affected  Foreign  Currency or Currencies)
     shall be  converted  to ABR  Loans or  Eurocurrency  Loans  denominated  in
     Dollars,  as the case may be, as of the  effective  date of such  notice as
     provided in  paragraph  (f) below and at the  Exchange  Rate on the date of
     such  conversion or, at the option of the Borrower,  repaid on the last day
     of the then current Interest Period with respect thereto.

In the event any Lender shall  exercise its rights under (i) or (ii) above,  all
payments and  prepayments of principal made thereafter that would otherwise have
been applied to repay the converted  Foreign Currency Loans of such Lender shall
instead be applied to repay the ABR Loans or Eurocurrency  Loans  denominated in
Dollars, as the case may be, made by such Lender resulting from such conversion.

     (f) For purposes of Section 2.14(e), a notice to the Borrower by any Lender
shall be  effective  as to each Foreign  Currency  Loan made by such Lender,  if
lawful,  on the last day of the Interest  Period  currently  applicable  to such
Foreign  Currency Loan; in all other cases such notice shall be effective on the
date of receipt thereof by the Borrower.

     2.15 Taxes.  (a) All  payments  made by the Borrower  under this  Agreement
shall be made free and clear of, and without  deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties,  charges,  fees,  deductions or withholdings,  now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income  taxes and  franchise  taxes  (imposed  in lieu of net income  taxes)
imposed  on the  Administrative  Agent or any Lender as a result of a present or
former  connection  between  the  Administrative  Agent or such  Lender  and the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision  or  taxing  authority  thereof  or  therein  (other  than  any such
connection  arising solely from the  Administrative  Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced,  this Agreement or any other Loan Document).  If any such non-excluded
taxes,  levies,  imposts,  duties,  charges,  fees,  deductions or  withholdings
("Non-Excluded  Taxes") or Other  Taxes are  required  to be  withheld  from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative  Agent or such Lender shall be increased to the
extent  necessary  to yield to the  Administrative  Agent or such Lender  (after
payment of all  Non-Excluded  Taxes and Other Taxes)  interest or any such other
amounts  payable  hereunder  at the rates or in the  amounts  specified  in this

<PAGE>
                                       27


Agreement,  provided,  however,  that the  Borrower  shall  not be  required  to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are  attributable  to such  Lender's  failure to comply  with the
requirements  of  paragraph  (d) or (e) of this  Section or (ii) that are United
States  withholding  taxes imposed on amounts payable to such Lender at the time
such Lender  becomes a party to this  Agreement,  except to the extent that such
Lender's assignor (if any) was entitled,  at the time of assignment,  to receive
additional  amounts from the Borrower  with respect to such  Non-Excluded  Taxes
pursuant to this paragraph.

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

     (c)  Whenever  any  Non-Excluded  Taxes or Other  Taxes are  payable by the
Borrower,  as promptly as possible  thereafter  the  Borrower  shall send to the
Administrative  Agent for its own  account or for the  account  of the  relevant
Lender,  as the case may be, a certified  copy of an original  official  receipt
received by the Borrower showing payment  thereof.  If the Borrower fails to pay
any  Non-Excluded  Taxes  or Other  Taxes  when  due to the  appropriate  taxing
authority or fails to remit to the Administrative Agent the required receipts or
other  required   documentary   evidence,   the  Borrower  shall  indemnify  the
Administrative  Agent and the Lenders  for any  incremental  taxes,  interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

     (d) Each Lender (or Transferee)  that is not a "U.S.  Person" as defined in
Section  7701(a)(30)  of the Code (a  "Non-U.S.  Lender")  shall  deliver to the
Borrower and the Administrative Agent (or, in the case of a Participant,  to the
Lender  from which the  related  participation  shall have been  purchased)  two
copies of either U.S.  Internal Revenue Service Form W-8BEN or Form W-8ECI,  or,
in  the  case  of  a  Non-U.S.  Lender  claiming  exemption  from  U.S.  federal
withholding  tax under  Section  871(h) or  881(c) of the Code with  respect  to
payments  of  "portfolio  interest",  a statement  substantially  in the form of
Exhibit E and a Form W-8BEN,  or any subsequent  versions  thereof or successors
thereto,  properly completed and duly executed by such Non-U.S.  Lender claiming
complete  exemption  from U.S.  federal  withholding  tax on all payments by the
Borrower under this Agreement and the other Loan Documents.  Such forms shall be
delivered  by each  Non-U.S.  Lender on or before the date it becomes a party to
this Agreement (or, in the case of any  Participant,  on or before the date such
Participant  purchases the related  participation).  In addition,  each Non-U.S.
Lender shall deliver such forms promptly upon the  obsolescence or invalidity of
any form  previously  delivered  by such  Non-U.S.  Lender,  to the extent  such
Non-U.S.  Lender is  legally  able to  deliver  such  replacement  forms..  Each
Non-U.S.  Lender shall  promptly  notify the Borrower at any time it  determines
that  it  is no  longer  in a  position  to  provide  any  previously  delivered
certificate to the Borrower (or any other form of  certification  adopted by the
U.S. taxing authorities for such purpose).

     (e) The  agreements in this Section shall survive the  termination  of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

     2.16  Indemnity.  The Borrower  agrees to indemnify each Lender for, and to
hold each Lender harmless from, any loss or expense that such Lender may sustain
or incur as a  consequence  of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurocurrency Loans after the Borrower has

<PAGE>
                                       28


given a notice  requesting  the same in accordance  with the  provisions of this
Agreement, (b) default by the Borrower in making any prepayment of or conversion
from  Eurocurrency  Loans  after  the  Borrower  has given a notice  thereof  in
accordance  with  the  provisions  of  this  Agreement  or (c) the  making  of a
prepayment  of  Eurocurrency  Loans  on a day  that  is not the  last  day of an
Interest Period with respect thereto. Such indemnification may include an amount
equal to the  excess,  if any,  of (i) the  amount of  interest  that would have
accrued on the amount so prepaid,  or not so borrowed,  converted or  continued,
for the period from the date of such  prepayment  or of such  failure to borrow,
convert or continue to the last day of such Interest  Period (or, in the case of
a failure to borrow,  convert or continue,  the Interest  Period that would have
commenced on the date of such  failure) in each case at the  applicable  rate of
interest for such Loans provided for herein (excluding,  however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such amount
by placing such amount on deposit for a comparable  period with leading banks in
the  interbank  Eurocurrency  market.  A certificate  as to any amounts  payable
pursuant  to this  Section  submitted  to the  Borrower  by any Lender  shall be
conclusive in the absence of manifest  error.  This  covenant  shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

     2.17 Change of Lending Office. Each Lender agrees that, upon the occurrence
of any event  giving  rise to the  operation  of Section  2.14 or  2.15(a)  with
respect to such Lender,  it will, if requested by the Borrower,  use  reasonable
efforts (subject to overall policy  considerations  of such Lender) to designate
another  lending  office for any Loans affected by such event with the object of
avoiding the consequences of such event; provided, that such designation is made
on terms that,  in the sole  judgment of such Lender,  cause such Lender and its
lending   office(s)  to  suffer  no  economic,   legal,   regulatory   or  other
disadvantage,  and provided,  further, that nothing in this Section shall affect
or postpone any of the  obligations  of the Borrower or the rights of any Lender
pursuant to Section 2.14 or 2.15(a).

     2.18 Replacement of Lenders. The Borrower shall be permitted to replace any
Lender that (a) requests  reimbursement  for amounts  owing  pursuant to Section
2.14 or 2.15(a) or (b) defaults in its obligation to make Loans hereunder,  with
a replacement financial institution; provided that (i) such replacement does not
conflict  with any  Requirement  of Law,  (ii) no Event of  Default  shall  have
occurred and be continuing at the time of such  replacement,  (iii) prior to any
such  replacement,  such Lender shall have taken no action under Section 2.17 so
as to eliminate the continued  need for payment of any amounts owing pursuant to
Section  2.14 or  2.15(a),  (iv) the  replacement  financial  institution  shall
purchase,  at par (unless the Lender being replaced otherwise agrees to accept a
lesser  payment in its  discretion),  all Loans and other  amounts owing to such
replaced Lender on or prior to the date of  replacement,  (v) the Borrower shall
be liable to such replaced  Lender under Section 2.16 if any  Eurocurrency  Loan
owing to such replaced  Lender shall be purchased  other than on the last day of
the  Interest  Period   relating   thereto,   (vi)  the  replacement   financial
institution,  if not already a Lender,  shall be reasonably  satisfactory to the
Administrative  Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance  with the provisions of Section 9.6 (provided that the
Borrower shall be obligated to pay the  registration and processing fee referred
to therein),  (viii) until such time as such  replacement  shall be consummated,
the Borrower  shall pay all  additional  amounts (if any)  required  pursuant to

<PAGE>
                                       29


Section 2.14 or 2.15(a), as the case may be, and (ix) any such replacement shall
not be deemed to be a waiver of any rights that the Borrower, the Administrative
Agent or any other Lender shall have against the replaced Lender.

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

     (b) The  obligations of the Borrower in respect of any sum due to any party
hereto  or any  holder  of the  obligations  owing  hereunder  (the  "Applicable
Creditor")  shall,  notwithstanding  any judgment in a currency  (the  "Judgment
Currency")  other  than the  currency  in which  such  sum is  stated  to be due
hereunder (the "Agreement Currency"),  be discharged only to the extent that, on
the  Business  Day  following  receipt  by the  Applicable  Creditor  of any sum
adjudged to be so due in the Judgment Currency,  the Applicable  Creditor may in
accordance with normal banking procedures in the relevant  jurisdiction purchase
the  Agreement  Currency  with  the  Judgment  Currency;  if the  amount  of the
Agreement  Currency  so  purchased  is less than the sum  originally  due to the
Applicable  Creditor  in the  Agreement  Currency,  the  Borrower  as a separate
obligation  and  notwithstanding  any such  judgment,  agrees to  indemnify  the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this Section shall survive the  termination of this Agreement and the payment
of all other amounts owing hereunder.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce  the  Administrative  Agent and the  Lenders  to enter  into this
Agreement and to make the Loans, the Borrower hereby  represents and warrants to
the  Administrative  Agent  and each  Lender,  as of the date of this  Agreement
(except as to the  representations  and  warranties  made as of a date  certain,
which  shall be true  and  correct  as of such  date)  and as of the  date  such
representations and warranties are deemed to be made under Section 4.2(a), that:

     3.1 Financial  Condition.  The audited  consolidated  balance sheets of the
Borrower and its consolidated  Subsidiaries as at January 1, 2000,  December 30,
2000 and December 29, 2001 and the related consolidated statements of income and
of cash flows for the  fiscal  years  ended on such  dates,  reported  on by and
accompanied by an unqualified  report from Arthur  Andersen LLP,  present fairly
the  consolidated  financial  condition  of the  Borrower  and its  consolidated
Subsidiaries as at such dates,  and the  consolidated  results of its operations
and its consolidated  cash flows for the respective fiscal years then ended. The
unaudited  consolidated  balance  sheet  of the  Borrower  and its  consolidated
Subsidiaries  as at September 28, 2002, and the related  unaudited  consolidated
statements  of income and cash  flows for the  nine-month  period  ended on such
date,  present fairly the consolidated  financial  condition of the Borrower and
its consolidated  Subsidiaries as at such date, and the consolidated  results of
its operations and its  consolidated  cash flows for the nine-month  period then
ended  (subject  to  normal  year-end  audit  adjustments).  All such  financial
statements,  including  the  related  schedules  and  notes  thereto,  have been
prepared in  accordance  with GAAP  (subject to the  absence of  footnotes  with
respect to unaudited quarterly  statements) applied consistently  throughout the

<PAGE>
                                       30


periods involved (except as approved by the  aforementioned  firm of accountants
and disclosed  therein).  As of the date of this Agreement,  no Group Member has
any material Guarantee  Obligations,  contingent liabilities and liabilities for
taxes,  or any  long-term  leases or unusual  forward or long-term  commitments,
including any interest rate or foreign currency swap or exchange  transaction or
other  obligation in respect of  derivatives,  other than those that (i) are not
material  to the  Borrower  and its  Subsidiaries  taken  as a whole or (ii) are
reflected in the most recent financial  statements referred to in this paragraph
or in the Borrower's most recent report on Form 10-K and any subsequent  reports
on Form 10-Q or Form 8-K filed with the SEC prior to the date of this  Agreement
(such filings,  the "SEC Filings").  During the period from December 29, 2001 to
and including the date of this  Agreement  there has been no  Disposition by any
Group  Member of any part of its  business or property  material to the Borrower
and its  Subsidiaries  taken as a whole  except as set forth in the most  recent
financial  statements  referred to in this  paragraph or in the  Borrower's  SEC
Filings.

     3.2 No Change.  Since  December 29, 2001,  there has been no development or
event that has had or could  reasonably  be expected to have a Material  Adverse
Effect.

     3.3  Existence;  Compliance  with  Law.  Each  Group  Member  (a)  is  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right,  to own and operate its  property,  to lease the  property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign  corporation  and in good standing under the laws of each
jurisdiction where its ownership,  lease or operation of property or the conduct
of its business  requires such  qualification  and (d) is in compliance with all
Requirements  of Law  except to the  extent  that the  failure to conform to the
requirements of clauses (a) through (d) could not, in the aggregate,  reasonably
be expected to have a Material Adverse Effect.

     3.4 Power;  Authorization;  Enforceable  Obligations.  The Borrower has the
power and authority,  and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and to borrow hereunder. The Borrower has taken
all necessary  organizational  action to authorize the  execution,  delivery and
performance of the Loan Documents to which it is a party and, in the case of the
Borrower,  to authorize the  extensions of credit on the terms and conditions of
this Agreement.  No consent or authorization of, filing with, notice to or other
act by or in  respect  of, any  Governmental  Authority  or any other  Person is
required of any Group Member in connection  with the  borrowings by the Borrower
hereunder or with the execution,  delivery and  performance by the Borrower,  or
the validity or enforceability against the Borrower, of this Agreement or any of
the Loan  Documents.  Each Loan Document has been duly executed and delivered on
behalf of the Borrower. This Agreement constitutes, and each other Loan Document
upon execution will  constitute,  a legal,  valid and binding  obligation of the
Borrower,  enforceable against the Borrower in accordance with its terms, except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  by  general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).

     3.5 No Legal Bar.  Except as, in the  aggregate,  could not  reasonably  be
expected  to  have a  Material  Adverse  Effect,  the  execution,  delivery  and
performance  of this  Agreement  and the other Loan  Documents,  the  borrowings

<PAGE>
                                       31


hereunder and the use of the proceeds  thereof will not violate any  Requirement
of Law or any Contractual Obligation of any Group Member and will not result in,
or require,  the creation or imposition  of any Lien on any of their  respective
properties  or  revenues  pursuant  to  any  Requirement  of  Law  or  any  such
Contractual Obligation.

     3.6 Litigation. No litigation, investigation or proceeding of or before any
arbitrator  or  Governmental  Authority  is pending or, to the  knowledge of the
Borrower,  threatened  by or against  any Group  Member or against  any of their
respective  properties or revenues  that could  reasonably be expected to have a
Material Adverse Effect.

     3.7 Ownership of Property; Liens. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, each Group Member has
title in fee simple to, or a valid leasehold interest in, all its real property,
and good title to, or a valid leasehold interest in, all its other property, and
none of such property is subject to any Lien except as permitted by Section 6.4.

     3.8 Taxes. Except as, in the aggregate, could not reasonably be expected to
have a Material  Adverse  Effect,  each  Group  Member has filed or caused to be
filed all Federal,  state and other material tax returns that are required to be
filed and has paid all taxes shown to be due and  payable on said  returns or on
any assessments made against it or any of its property and all other taxes, fees
or  other  charges  imposed  on it or any of its  property  by any  Governmental
Authority  (other than any the amount or validity of which are  currently  being
contested  in good faith by  appropriate  proceedings  and with respect to which
reserves in conformity with GAAP have been provided on the books of the relevant
Group Member).

     3.9 Federal Regulations.  No part of the proceeds of any Loans will be used
for any purpose that violates the provisions of Regulation U or any of the other
Regulations  of the Board.  If  requested  by any  Lender or the  Administrative
Agent, the Borrower will furnish to the  Administrative  Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

     3.10 ERISA.  Except as, in the aggregate,  could not reasonably be expected
to  have  a  Material  Adverse  Effect,   neither  a  Reportable  Event  nor  an
"accumulated  funding deficiency" (within the meaning of Section 412 of the Code
or Section 302 of ERISA) has occurred  during the five-year  period prior to the
date on which this  representation  is made or deemed  made with  respect to any
Plan,  and each Plan has complied in all material  respects with the  applicable
provisions of ERISA and the Code. No termination  of a Single  Employer Plan has
occurred that could  reasonably be expected to have a Material  Adverse  Effect,
and no Lien in favor of the PBGC or a Plan has  arisen,  during  such  five-year
period.  The present value of all accrued  benefits  under each Single  Employer
Plan  (based on those  assumptions  used to fund such  Plans) did not, as of the
last annual  valuation  date prior to the date on which this  representation  is
made or deemed  made,  exceed the value of the assets of such Plan  allocable to
such accrued  benefits by an amount that is material in relation to Consolidated
Net Worth. Except as in the aggregate could not reasonably be expected to have a
Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity
has had a complete  or  partial  withdrawal  from any  Multiemployer  Plan,  and
neither the Borrower nor any Commonly  Controlled Entity would become subject to

<PAGE>
                                       32


any liability under ERISA that, in the aggregate,  could  reasonably be expected
to result in a Material  Adverse  Effect if the  Borrower  or any such  Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of
the valuation date most closely preceding the date on which this  representation
is made or deemed  made.  No such  Multiemployer  Plan is in  Reorganization  or
Insolvent under  circumstances  that could reasonably be expected to result in a
Material Adverse Effect.

     3.11  Investment  Company Act;  Other  Regulations.  The Borrower is not an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the  meaning of the  Investment  Company  Act of 1940,  as  amended.  The
Borrower is not subject to regulation  under any  Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

     3.12  Use of  Proceeds.  The  proceeds  of the  Loans  shall be used by the
Borrower and its  Subsidiaries for working  capital,  non-hostile  acquisitions,
repurchases of Capital Stock,  debentures and other  securities of the Borrower,
the refinancing of present and future debt and general corporate purposes.

     3.13  Environmental  Matters.  Except  as,  in  the  aggregate,  could  not
reasonably be expected to have a Material Adverse Effect:

     (a) the facilities and  properties  owned,  leased or operated by any Group
Member (the "Properties") do not contain, and have not previously contained, any
Materials  of  Environmental  Concern  in  amounts  or  concentrations  or under
circumstances  that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;

     (b) no Group  Member has  received or is aware of any notice of  violation,
alleged violation,  non-compliance,  liability or potential  liability regarding
environmental  matters or compliance with  Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the "Business"),
nor does the Borrower  have  knowledge or reason to believe that any such notice
will be received or is being threatened;

     (c)  Materials  of  Environmental  Concern  have  not been  transported  or
disposed of from the Properties in violation of, or in a manner or to a location
that could give rise to liability  under,  any  Environmental  Law, nor have any
Materials of Environmental Concern been generated,  treated,  stored or disposed
of at, on or under any of the  Properties  in violation  of, or in a manner that
could give rise to liability under, any applicable Environmental Law;

     (d) no judicial  proceeding or  governmental  or  administrative  action is
pending  or,  to  the   knowledge  of  the  Borrower,   threatened,   under  any
Environmental  Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business,  nor are there any consent decrees or
other decrees,  consent orders,  administrative orders or other orders, or other
administrative or judicial requirements  outstanding under any Environmental Law
with respect to the Properties or the Business;

     (e)  there  has been no  release  or  threat of  release  of  Materials  of
Environmental  Concern at or from the Properties,  or arising from or related to
the  operations  of any  Group  Member  in  connection  with the  Properties  or

<PAGE>
                                       33


otherwise in connection with the Business, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws;

     (f) the  Properties and all operations at the Properties are in compliance,
and  have in the  last  five  years  been in  compliance,  with  all  applicable
Environmental  Laws,  and  there is no  contamination  at,  under  or about  the
Properties or violation of any  Environmental Law with respect to the Properties
or the Business; and

     (g) no Group  Member has assumed any  liability  of any other  Person under
Environmental Laws.

     3.14 Accuracy of Information, etc. No statement or information contained in
this Agreement,  the Confidential  Information Memorandum or any other document,
certificate  or  statement  furnished  by or on  behalf of the  Borrower  to the
Administrative  Agent or the Lenders, or any of them, for use in connection with
the  transactions  contemplated  by this Agreement or the other Loan  Documents,
contained as of the date such  statement,  information,  document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this  Agreement)  when taken  together with the SEC Filings,  any
untrue  statement  of a  material  fact or  omitted  to  state a  material  fact
necessary to make the statements contained herein or therein not misleading. The
projections  and pro forma  financial  information  contained  in the  materials
referenced above are based upon good faith estimates and assumptions believed by
management  of  the  Borrower  to be  reasonable  at the  time  made,  it  being
recognized  by the  Lenders  that such  financial  information  as it relates to
future  events is not to be viewed as fact and that  actual  results  during the
period or periods  covered by such  financial  information  may differ  from the
projected results set forth therein by a material amount.

                        SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Initial  Loans.  The agreement of each Lender to make the
initial Loans requested to be made by it is subject to the  satisfaction,  prior
to or concurrently  with the making of such Loans,  of the following  conditions
precedent:

     (a) Credit  Agreement.  The  Administrative  Agent shall have received this
Agreement,  executed and delivered by the Administrative  Agent, the Syndication
Agent,  the  Co-Documentation  Agents,  the Borrower  and each Person  listed on
Schedule 1.1.

     (b) Fees. The Lenders and the Administrative  Agent shall have received all
fees  required  to be paid,  and all  expenses  for  which  invoices  have  been
presented  (including the reasonable fees and expenses of legal counsel),  on or
before the Closing  Date.  All such amounts will be paid by wire transfer on the
Closing Date.

     (c)  Closing  Certificate;  Certified  Certificate  of  Incorporation.  The
Administrative  Agent shall have received a certificate  of the Borrower,  dated
the  Closing  Date,  substantially  in the form of Exhibit  B, with  appropriate
insertions and  attachments,  including the certificate of  incorporation of the
Borrower.

     (d) Legal Opinions.  The Administrative Agent shall have received the legal
opinion of Seth Hoogasian, General Counsel of the Borrower and its Subsidiaries,

<PAGE>
                                       34


substantially  in the form of  Exhibit D. Such legal  opinion  shall  cover such
other matters incident to the transactions contemplated by this Agreement as the
Administrative Agent may reasonably require.

     (e) Other  Agreement.  The Other  Agreement  shall have been  executed  and
delivered by the Borrower and all other  parties  thereto,  and the Closing Date
(as defined therein) shall have occurred thereunder.

     4.2  Conditions to Each Loan. The agreement of each Lender to make any Loan
(other  than a  Refunding  Borrowing)  requested  to be made  by it on any  date
(including  its initial  Loan) is subject to the  satisfaction  of the following
conditions precedent:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties made by the Borrower in or pursuant to the Loan Documents (other than
representations  and warranties made as of a specified earlier date, which shall
be true and correct as of such earlier date) shall be true and correct on and as
of such date as if made on and as of such date.

     (b) No Default.  No Default or Event of Default  shall have occurred and be
continuing on such date or after giving effect to the Loans requested to be made
on such date.

Each borrowing by the Borrower hereunder shall constitute a representation
and  warranty  by the  Borrower  as of the  date  of  such  borrowing  that  the
conditions contained in this Section 4.2 have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect or any Loan or other amount is owing to any Lender or the  Administrative
Agent  hereunder,  the Borrower  shall and (except in the case of Sections  5.1,
5.2, 5.4(a)(i) and 5.7) shall cause each of its Subsidiaries to:

     5.1 Financial Statements.  Furnish to the Administrative Agent (which shall
promptly make a copy thereof available to each Lender, including by posting on a
secure website):

     (a) as soon as available,  but in any event within 90 days after the end of
each fiscal year of the  Borrower,  a copy of the audited  consolidated  balance
sheet of the Borrower and its  consolidated  Subsidiaries  as at the end of such
year and the related audited consolidated statements of income and of cash flows
for such year,  setting forth in each case in  comparative  form the figures for
the previous year,  reported on without a "going concern" or like  qualification
or  exception,  or  qualification  arising  out of the  scope of the  audit,  by
PriceWaterhouseCoopers  LLP or other independent certified public accountants of
nationally recognized standing; and

     (b) as soon as available, but in any event not later than 45 days after the
end of each of the first  three  quarterly  periods of each  fiscal  year of the

<PAGE>
                                       35


Borrower,  the  unaudited  consolidated  balance  sheet of the  Borrower and its
consolidated  Subsidiaries  as at the  end  of  such  quarter  and  the  related
unaudited  consolidated  statements of income and of cash flows for such quarter
and the portion of the fiscal  year  through  the end of such  quarter,  setting
forth in each  case in  comparative  form the  figures  for the  previous  year,
certified  by a  Responsible  Officer  as being  fairly  stated in all  material
respects (subject to normal year-end audit adjustments).

All such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
(subject  to the  absence  of  footnotes  with  respect to  unaudited  quarterly
statements)  applied (except as approved by such accountants or officer,  as the
case may be, and disclosed in reasonable detail therein) consistently throughout
the periods reflected therein and with prior periods.  Notwithstanding  anything
to the  contrary  contained  in this  Section  5.1,  the  Borrower  shall not be
required to deliver any financial  statements to the  Administrative  Agent with
respect to any period for which it has timely  filed its Form 10-K or Form 10-Q,
as the case may be, with the SEC (provided  that such Form 10-K or Form 10-Q, as
the case may be,  is  publicly  available  on the  SEC's  website  (or a similar
website) within the time periods required by this Section).

     5.2 Certificates;  Other Information.  Furnish to the Administrative  Agent
(which shall promptly make a copy thereof available to each Lender, including by
posting on a secure website):

     (a) within the time period in which the Borrower is required to deliver any
financial statements pursuant to Section 5.1, (i) a certificate of a Responsible
Officer stating that, to the best of such Responsible  Officer's knowledge,  the
Borrower during the period covered by such financial  statements has observed or
performed  all of its  covenants  and  other  agreements,  and  satisfied  every
condition  contained in this  Agreement and the other Loan Documents to which it
is a  party  to be  observed,  performed  or  satisfied  by it,  and  that  such
Responsible Officer has obtained no knowledge of any Default or Event of Default
except  as  specified  in such  certificate  and (ii) a  Compliance  Certificate
containing all information and calculations necessary for determining compliance
by the Borrower with the provisions of this Agreement  referred to therein as of
the last day of the fiscal  quarter or fiscal year of the Borrower,  as the case
may be;

     (b) as soon as available,  and in any event no later than 60 days after the
end of each fiscal year of the  Borrower,  a  reasonably  detailed  consolidated
budget (set forth on a quarter by quarter basis) for the following fiscal year;

     (c)  unless  publicly  available  at such time on the SEC's  website  (or a
similar  website),  within  five days  after  the same are  sent,  copies of all
financial  statements  and reports that the Borrower sends to the holders of any
class of its debt  securities or public equity  securities and, within five days
after the same are filed,  copies of all financial  statements  and reports that
the Borrower may make to, or file with, the SEC; and

     (d) promptly, such additional financial and other information as any Lender
may from time to time reasonably request.

     5.3 Payment of  Obligations.  Pay,  discharge  or  otherwise  satisfy at or
before  maturity or before they become  delinquent,  as the case may be, all its

<PAGE>
                                       36


obligations of whatever nature that, if not paid,  could  reasonably be expected
to result in a Material  Adverse  Effect,  except  where the amount or  validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the relevant Group Member.

     5.4 Maintenance of Existence;  Compliance.  (a)(i) Preserve, renew and keep
in full force and effect the Borrower's  organizational  existence and (ii) take
all reasonable action to maintain all rights,  privileges and franchises of each
such Group Member  necessary or desirable in the normal conduct of its business,
except,  in each case, as otherwise  permitted by Section 6.5 and except, in the
case of  clause  (ii)  above,  to the  extent  that  failure  to do so could not
reasonably be expected to have a Material Adverse Effect;  and (b) except to the
extent that, in the aggregate,  non-compliance  could not reasonably be expected
to have a Material Adverse Effect,  comply with all Contractual  Obligations and
Requirements of Law.

5.5 Maintenance of Property; Insurance. Except to the extent that, in the
aggregate, non-compliance could not reasonably be expected to have a Material
Adverse Effect, (a) keep all property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted and (b)
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business.

     5.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper
books of  records  and  account  in which  full,  true and  correct  entries  in
conformity  with GAAP and all  Requirements of Law shall be made of all dealings
and  transactions  material to the  Borrower  and its  Subsidiaries,  taken as a
whole, in relation to its business and activities and (b) permit representatives
of any Lender to visit and  inspect any of its  properties  and examine and make
abstracts from any of its books and records at any reasonable  time and as often
as may reasonably be desired and to discuss the business, operations, properties
and  financial  and other  condition  of the Group  Members  with  officers  and
employees  of the Group  Members  and with their  independent  certified  public
accountants.

     5.7 Notices. Promptly after the Borrower becomes aware thereof, give notice
to the Administrative  Agent (which shall promptly make a copy thereof available
to each Lender, including by posting on a secure website):

     (a) the occurrence of any Default or Event of Default;

     (b) any (i) default or event of default under any Contractual Obligation of
any Group Member or (ii) litigation,  investigation or proceeding that may exist
at any time between any Group  Member and any  Governmental  Authority,  that in
either case, if not cured or if adversely determined,  as the case may be, could
reasonably be expected to have a Material Adverse Effect;
<PAGE>
                                       37


     (c) any  litigation or  proceeding  affecting any Group Member (i) in which
the amount  involved is $10,000,000 or more and not covered by insurance or (ii)
which relates to any Loan Document;

     (d) the  following  events,  as soon as possible and in any event within 30
days after the Borrower knows or has reason to know thereof:  (i) the occurrence
of any  Reportable  Event with  respect to any Plan which  could  reasonably  be
expected  to have a Material  Adverse  Effect,  a failure  to make any  required
contribution  to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer  Plan,  (ii) the  institution  of proceedings or the taking of any
other  action  by  the  PBGC  with  respect  to  the  withdrawal  from,  or  the
termination, Reorganization or Insolvency of, any Plan, or (iii) the institution
of proceedings or the taking of any other action by the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan which, in the case
of this clause (iii),  could  reasonably be expected to have a Material  Adverse
Effect; and

     (e) any  development or event that has had or could  reasonably be expected
to have a Material Adverse Effect.

Each notice  pursuant to this Section shall be  accompanied  by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the relevant Group Member  proposes to take with respect
thereto.

     5.8 Environmental Laws. Comply in all material respects with all applicable
Environmental  Laws,  and obtain and comply in all  material  respects  with and
maintain  any and  all  licenses,  approvals,  notifications,  registrations  or
permits required by applicable Environmental Laws, except to the extent that the
failure to comply, or obtain and comply,  therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                         SECTION 6. NEGATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect or any Loan or other amount is owing to any Lender or the  Administrative
Agent  hereunder,  the  Borrower  shall  not,  and shall not  permit  any of its
Subsidiaries to, directly or indirectly:

     6.1 Financial Condition Covenants.

     (a) Consolidated  Interest Coverage Ratio. Permit the Consolidated Interest
Coverage  Ratio  for any  period  of four  consecutive  fiscal  quarters  of the
Borrower  ending on any fiscal  quarter of the  Borrower  ending on or after the
fiscal quarter ending on March 29, 2003 to be less than 3.75:1.00.

     (b)  Consolidated  Total  Debt to Total  Capitalization  Ratio.  Permit the
Consolidated Total Debt to Consolidated Total Capitalization Ratio at the end of
any fiscal quarter of the Borrower  ending on or after the fiscal quarter ending
on March 29, 2003 to be greater than 0.50:1.00.
<PAGE>
                                       38


     6.2  Standby  and  Performance  Letters of  Credit.  Permit at any one time
outstanding  the sum of (a) the aggregate then undrawn face amount of surety and
performance bonds, bank guarantees and standby and performance letters of credit
as to which the Borrower  and/or any  Subsidiary is or are the account party and
which do not secure or otherwise  assure the payment of Indebtedness and (b) the
aggregate  then  unreimbursed  amount of all amounts paid in respect of drawings
under such surety and performance  bonds,  bank guarantees and letters of credit
to exceed $200,000,000.

     6.3  Indebtedness of Subsidiaries.  In the case of any Subsidiary,  create,
issue,  incur,  assume,  become  liable  in  respect  of or  suffer to exist any
Indebtedness of such Subsidiary, except:

     (a) Indebtedness of such Subsidiary to the Borrower or any other Subsidiary
and Guarantee  Obligations of any Subsidiary with respect to Indebtedness of the
Borrower or any other Subsidiary;

     (b) (i)  Indebtedness  outstanding  on the date  hereof  and  described  on
Schedule  6.3(b),  and  additional  Indebtedness  incurred after the date hereof
under the  revolving  credit  arrangements  described  on Schedule  6.3(b) in an
aggregate  principal  amount  at any one  time  outstanding  not to  exceed  the
commitments  or limits  existing  with  respect  thereto on the date  hereof and
described  on such  Schedule,  and (ii)  Indebtedness  under  any  replacements,
refinancings,  refundings,  renewals or extensions of the Indebtedness described
in clause (i) (without  increasing the principal amount above the commitments or
limits,  or shortening the maturity thereof to a date earlier than the maturity,
respectively, thereof described on Schedule 6.3(b));

     (c) Indebtedness (including, without limitation, Capital Lease Obligations)
secured by Liens  permitted by Section 6.4(g) in an aggregate  principal  amount
not to exceed the greater of  $25,000,000 or 2.5% of  Consolidated  Net Worth at
any one time outstanding; and

     (d)  additional  Indebtedness  in an  aggregate  principal  amount  for all
Subsidiaries (on a consolidated basis) not to exceed the greater of $100,000,000
or 10.1% of Consolidated Net Worth at any one time outstanding.

     6.4 Liens.  Create,  incur,  assume or suffer to exist any Lien upon any of
its property  (other than any Lien on Margin Stock created,  incurred or assumed
at a time when such Margin Stock constitutes Unrestricted Margin Stock), whether
now owned or hereafter acquired, except:

     (a) Liens for taxes not yet due or that are being  contested  in good faith
by appropriate proceedings, provided that adequate reserves with respect thereto
are maintained on the books of the Borrower or its Subsidiaries, as the case may
be, in conformity with GAAP;

     (b) carriers', warehousemen's,  mechanics',  materialmen's,  repairmen's or
other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 30 days or that are being  contested  in good faith by
appropriate proceedings;
<PAGE>
                                       39


     (c)  pledges  or  deposits  in  connection   with  workers'   compensation,
unemployment insurance and other social security legislation;

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money),  leases,  statutory  obligations,  surety and appeal bonds,
performance  bonds  and  other  obligations  of a like  nature  incurred  in the
ordinary course of business;

     (e) easements,  rights-of-way,  restrictions and other similar encumbrances
incurred in the ordinary  course of business  that,  in the  aggregate,  are not
substantial  in amount and that do not in any case  materially  detract from the
value of the property subject thereto or materially  interfere with the ordinary
conduct of the business of the Borrower or any of its Subsidiaries;

     (f)  Liens  in  existence  on the  date  hereof  (or,  in the case of Liens
securing  Indebtedness in respect of the securities  lending  arrangements  with
JPMorgan  Chase  Bank and ABN AMRO Inc.  described  on  Schedule  6.4(f),  Liens
created  with  respect  thereto)  and  described  on  Schedule  6.4(f)  securing
Indebtedness described on such Schedule, or Liens on the assets that are subject
to  such  existing  Liens  securing  any  replacement  or  refinancing  of  such
Indebtedness;  provided that  Indebtedness in respect of the securities  lending
arrangements  with JPMorgan  Chase Bank and ABN AMRO Inc.  described on Schedule
6.4(f) may not be replaced or refinanced beyond December 31, 2003; and provided,
further that (i) no Lien permitted by this Section 6.4(f) is spread to cover any
additional  property after the Closing Date and (ii) the amount of  Indebtedness
secured thereby is not increased  beyond the commitments or limits  described on
Schedule 6.4(f);

     (g) Liens securing  Indebtedness  incurred (in the case of any  Subsidiary,
pursuant  to  Section  6.3(c) or (d)) to  finance  the  acquisition  of fixed or
capital assets or Liens on such fixed or capital assets securing any refinancing
of such  Indebtedness,  provided that (i) such Liens (other than those  securing
any such refinancing Indebtedness) shall be created substantially simultaneously
with the acquisition of such fixed or capital assets,  (ii) such Liens do not at
any time  encumber  any  property  other  than  the  property  financed  by such
Indebtedness   and  (iii)  (in  the  case  of  any  Subsidiary)  the  amount  of
Indebtedness secured thereby is not increased;

     (h) any interest or title of a lessor  under any lease  entered into by the
Borrower or any other  Subsidiary  in the  ordinary  course of its  business and
covering only the assets so leased;

     (i) other incidental Liens that (i) are not, in the aggregate,  material to
the  Borrower  and  its  Subsidiaries  taken  as a  whole,  (ii)  do not  secure
Indebtedness  and (iii) do not cover at any time assets having an aggregate fair
market value in excess of $10,000,000;

     (j) Liens incurred  pursuant to a Permitted  Receivables  Securitization on
the Receivables that are subject thereto;

     (k)  Liens  on  assets  of  a  Subsidiary  securing  Acquired  Indebtedness
permitted  by  Section  6.3(d) in an  aggregate  principal  amount  for all such
Subsidiaries  not to exceed  $75,000,000 at any one time  outstanding;  provided
that such Liens are not spread to other assets of such Subsidiary  following the
consummation of the applicable acquisition; and
<PAGE>
                                       40


     (l) Liens securing  Indebtedness  in an aggregate  principal  amount not to
exceed $25,000,000 at any one time outstanding.

     6.5  Fundamental   Changes.   Enter  into  any  merger,   consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or  Dispose of all or  substantially  all of its
property or business, except that:

     (a) any  Subsidiary of the Borrower may be merged or  consolidated  with or
into the  Borrower  (provided  that the  Borrower  shall  be the  continuing  or
surviving corporation) or any other Subsidiary;

     (b) any  Subsidiary of the Borrower may Dispose of any or all of its assets
(i) to the  Borrower or any other  Subsidiary  (upon  voluntary  liquidation  or
otherwise) or (ii) pursuant to a Disposition permitted by Section 6.6;

     (c) any Investment  expressly permitted by Section 6.7 may be structured as
a merger, consolidation or amalgamation; and

     (d) any  Subsidiary  may be  liquidated,  wound up or dissolved,  as deemed
appropriate by the Borrower.

     6.6 Disposition of Property. Dispose of any of its property (other than any
property which, at the time of any Disposition thereof, constitutes Unrestricted
Margin Stock),  whether now owned or hereafter acquired,  or, in the case of any
Subsidiary,  issue or sell any shares of such Subsidiary's  Capital Stock to any
Person, except:

     (a) the Disposition of obsolete or worn out property in the ordinary course
of business;

     (b) the sale of inventory in the ordinary course of business;

     (c) Dispositions permitted by clause (i) of Section 6.5(b);

     (d) the sale or issuance of any Subsidiary's  Capital Stock to the Borrower
or any other Subsidiary;

     (e) the Dispositions listed on Schedule 6.6;

     (f) the Disposition  during any period of four consecutive  fiscal quarters
of the Borrower,  commencing with the  four-quarter  period ending on January 3,
2004,  of  other  property   having  an  aggregate  book  value  not  to  exceed
$200,000,000  at the beginning of such period,  provided that the Borrower shall
deliver to the Administrative  Agent written notice ten Business Days in advance
of any Disposition in excess of $50,000,000;

     (g)  Dispositions  of  Receivables  pursuant  to  a  Permitted  Receivables
Securitization;

     (h)  Dispositions  of  Investments  permitted  by Section  6.7(b);  and
<PAGE>
                                       41


     (i)  Dispositions  by  any  Group  Member  to  the  Borrower  or any of its
Subsidiaries.

     6.7  Investments.  Make any advance,  loan,  extension of credit (by way of
guaranty or  otherwise)  or capital  contribution  to, or  purchase  any Capital
Stock,  bonds,  notes,  debentures  or other debt  securities  of, or any assets
constituting  a  business  unit of, or make any other  investment  in, any other
Person (all of the foregoing, "Investments"), except:

     (a) extensions of trade credit in the ordinary course of business;

     (b) investments in Cash Equivalents;

     (c)  obligations  in respect of letters of credit,  surety and  performance
bonds and bank  guarantees  permitted by Section 6.2, and Guarantee  Obligations
permitted by Section 6.3;

     (d) loans and  advances to  employees  of any Group  Member in the ordinary
course of business (including for travel, entertainment and relocation expenses)
in an aggregate amount for all Group Members not to exceed $5,000,000 at any one
time outstanding;

     (e)  intercompany  Investments  by any Group  Member in the Borrower or any
Subsidiary;

     (f)  non-hostile  acquisitions  of businesses or the  acquisition  (through
merger or  otherwise)  of or  Investments  in  Persons if (i) in the case of the
acquisition of the Capital Stock of any Person (whether by merger or otherwise),
such Person has become a  Subsidiary  of the Borrower as a result of thereof and
(ii) after giving pro forma effect to such  acquisition or Investment,  there is
no  Default  or Event  of  Default  (it  being  understood  and  agreed  that in
determining  pro forma  compliance  with Section 6.1,  such  covenants  shall be
recomputed  as of the most recent  fiscal-quarter-end  date for which  financial
statements  shall have been delivered  pursuant to Section 5.1,  adjusted (x) in
the case of Section 6.1(a), to recompute  Consolidated  EBITDA to give effect to
such  acquisition  or  Investment  as if it had occurred on the first day of the
applicable  four-quarter period and to recompute  Consolidated  Interest Expense
for such  period to include  the  additional  interest  that would have  accrued
during such period in respect of Indebtedness  acquired or assumed in connection
with such  acquisition  or Investment  if such  acquisition  or  Investment  had
occurred  on the first day of such  period and in  respect  of any  Indebtedness
incurred to finance such acquisition or Investment if such Indebtedness had been
incurred on such day (and had borne interest  throughout such period at the rate
per annum applicable thereto on the date it was incurred) and (y) in the case of
Section  6.1(b),  to recompute  Consolidated  Total Debt to include  therein all
Indebtedness acquired,  assumed or incurred by the Borrower and its Subsidiaries
in  connection  with  and to  finance  such  acquisition  or  Investment  and to
recompute  Consolidated  Net  Worth  to  give  effect  to  such  acquisition  or
Investment);

     (g)  Investments  consisting  of promissory  notes  received as proceeds of
Dispositions permitted by Section 6.6; and

     (h) in  addition  to  Investments  otherwise  expressly  permitted  by this
Section, Investments by the Borrower and its Subsidiaries in an aggregate amount

<PAGE>
                                       42


(valued  at  cost)  not  to  exceed  $200,000,000  during  any  period  of  four
consecutive  fiscal quarters of the Borrower,  commencing with the  four-quarter
period ending on January 3, 2004.

     6.8 Transactions with Affiliates. Enter into any transaction, including any
purchase,  sale, lease or exchange of property,  the rendering of any service or
the payment of any  management,  advisory or similar  fees,  with any  Affiliate
(other than the Borrower or any other Group Member) unless such  transaction (a)
is (i)  otherwise  permitted  under  this  Agreement  and  (ii)  upon  fair  and
reasonable  terms no less  favorable to the relevant  Group Member than it would
obtain in a  comparable  arm's length  transaction  with a Person that is not an
Affiliate  or (b)  involves,  when taken  together  with all other  transactions
covered by this clause (b) entered  into during any fiscal year,  $1,000,000  or
less.

     6.9 Changes in Fiscal Periods.  Change the Borrower's method of determining
fiscal years and quarters  without  prior written  notice to the  Administrative
Agent.

     6.10 Lines of Business. Enter into any business, either directly or through
any  Subsidiary,  except  for those  businesses  in which the  Borrower  and its
Subsidiaries  are engaged on the date of this  Agreement or that are  reasonably
related thereto.

                          SECTION 7. EVENTS OF DEFAULT

     If any of the following events shall occur and be continuing:

     (a) the  Borrower  shall fail to pay any  principal of any Loan when due in
accordance with the terms hereof; or the Borrower shall fail to pay any interest
on any Loan,  or any other  amount  payable  hereunder  or under any other  Loan
Document,  within five days after any such interest or other amount  becomes due
in accordance with the terms hereof; or

     (b) any  representation  or warranty  made or deemed  made by the  Borrower
herein or in any other Loan  Document or that is contained  in any  certificate,
document or financial or other statement furnished by it at any time under or in
connection  with this  Agreement or any such other Loan Document  shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or

     (c) the Borrower  shall  default in the  observance or  performance  of any
agreement contained in clause (i) or (ii) of Section 5.4(a) (with respect to the
Borrower only), Section 5.7(a) or Section 6 of this Agreement; or

     (d) the Borrower  shall  default in the  observance or  performance  of any
other  agreement  contained in this Agreement or any other Loan Document  (other
than as  provided in  paragraphs  (a)  through  (c) of this  Section),  and such
default shall  continue  unremedied  for a period of 30 days after notice to the
Borrower from the Administrative Agent or the Required Lenders; or

     (e) any  Group  Member  shall (i)  default  in making  any  payment  of any
principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect  thereto;  or (ii)
default in making any payment of any  interest on any such  Indebtedness  beyond

<PAGE>
                                       43


the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or (iii) default in the observance or performance
of any  other  agreement  or  condition  relating  to any such  Indebtedness  or
contained  in any  instrument  or  agreement  evidencing,  securing  or relating
thereto,  or any other event shall occur or condition exist, the effect of which
default  or other  event or  condition  is to cause,  or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder
or  beneficiary)  to  cause,  with  the  giving  of  notice  if  required,  such
Indebtedness  to become due prior to its stated  maturity or (in the case of any
such Indebtedness  constituting a Guarantee Obligation) to become payable (other
than any such default, event or condition arising solely out of the violation by
the  Borrower  or any  Subsidiary  of any  covenant in any way  restricting  the
Borrower's,  or any such  Subsidiary's,  right or  ability  to sell,  pledge  or
otherwise dispose of Unrestricted Margin Stock); provided, that a default, event
or condition  described in clause (i), (ii) or (iii) of this paragraph (e) shall
not at any time constitute an Event of Default unless, at such time, one or more
defaults,  events or conditions  of the type  described in clauses (i), (ii) and
(iii) of this  paragraph (e) shall have occurred and be continuing  with respect
to  Indebtedness  the  outstanding  principal  amount  of which  exceeds  in the
aggregate $15,000,000; or

     (f) (i) any Group  Member  shall  commence  any case,  proceeding  or other
action (A) under any  existing  or future law of any  jurisdiction,  domestic or
foreign,  relating  to  bankruptcy,  insolvency,  reorganization  or  relief  of
debtors,  seeking to have an order for  relief  entered  with  respect to it, or
seeking to  adjudicate it a bankrupt or  insolvent,  or seeking  reorganization,
arrangement,  adjustment, winding-up, liquidation,  dissolution,  composition or
other relief with respect to it or its debts,  or (B) seeking  appointment  of a
receiver,  trustee,  custodian,  conservator or other similar official for it or
for all or any substantial part of its assets,  or any Group Member shall make a
general  assignment  for the  benefit of its  creditors;  or (ii) there shall be
commenced  against any Group  Member any case,  proceeding  or other action of a
nature referred to in clause (i) above that (A) results in the entry of an order
for relief or any such  adjudication or appointment or (B) remains  undismissed,
undischarged  or  unbonded  for a period  of 60 days;  or (iii)  there  shall be
commenced against any Group Member any case,  proceeding or other action seeking
issuance of a warrant of  attachment,  execution,  distraint or similar  process
against all or any  substantial  part of its assets that results in the entry of
an order for any such relief that shall not have been  vacated,  discharged,  or
stayed or bonded pending  appeal within 60 days from the entry thereof;  or (iv)
any Group  Member shall take any action in  furtherance  of, or  indicating  its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall
be unable to, or shall admit in writing its  inability to, pay its debts as they
become due; or

     (g) (i) any Person shall engage in any "prohibited transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code)  involving  any Plan,  (ii)
any  "accumulated  funding  deficiency"  (as  defined in Section  302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan  shall  arise on the  assets  of any  Group  Member or any
Commonly  Controlled  Entity,  (iii) a Reportable Event shall occur with respect
to, or  proceedings  shall  commence to have a trustee  appointed,  or a trustee
shall be appointed,  to administer or to terminate,  any Single  Employer  Plan,
which  Reportable  Event or  commencement  of  proceedings  or  appointment of a
trustee is, in the reasonable opinion of the Required Lenders,  likely to result
in the  termination  of such Plan for  purposes  of Title IV of ERISA,  (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA,  (v) any

<PAGE>
                                       44


Group Member or any  Commonly  Controlled  Entity  shall,  or in the  reasonable
opinion of the Required  Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization  of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect to a
Plan;  and in each  case in  clauses  (i)  through  (vi)  above,  such  event or
condition,  together  with all other such events or  conditions,  if any,  could
reasonably be expected to have a Material Adverse Effect; or

     (h) one or more  judgments  or decrees  shall be entered  against any Group
Member  involving  in the  aggregate a liability  (not paid or fully  covered by
insurance as to which the relevant insurance company has acknowledged  coverage)
of  $10,000,000  or more,  and all such judgments or decrees shall not have been
vacated,  discharged,  stayed or bonded  pending  appeal within 30 days from the
entry thereof; or

     (i) (i) any  "person" or "group" (as such terms are used in Sections  13(d)
and 14(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act")),  excluding  the  Permitted  Investors,  shall  become,  or obtain rights
(whether by means or warrants,  options or otherwise) to become, the "beneficial
owner"  (as  defined in Rules  13(d)-3  and  13(d)-5  under the  Exchange  Act),
directly or indirectly,  of more than 40% of the outstanding common stock of the
Borrower;  or (ii) the board of directors of the Borrower shall cease to consist
of a majority of Continuing Directors;

then, and in any such event, (A) if such event is an Event of Default  specified
in clause  (i) or (ii) of  paragraph  (f) above with  respect  to the  Borrower,
automatically the Commitments  shall  immediately  terminate and the Loans (with
accrued  interest  thereon) and all other amounts owing under this Agreement and
the other Loan Documents shall  immediately  become due and payable,  and (B) if
such  event is any  other  Event of  Default,  either  or both of the  following
actions  may be  taken:  (i) with  the  consent  of the  Required  Lenders,  the
Administrative  Agent may,  or upon the  request of the  Required  Lenders,  the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith,  whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders,  the Administrative Agent shall, by
notice to the Borrower,  declare the Loans (with accrued  interest  thereon) and
all other amounts owing under this  Agreement and the other Loan Documents to be
due and payable  forthwith,  whereupon the same shall immediately become due and
payable.  Except  as  expressly  provided  above in this  Section,  presentment,
demand, protest and all other notices of any kind are hereby expressly waived by
the Borrower.

                             SECTION 8. THE AGENTS

     8.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative  Agent as the agent of such Lender under this  Agreement  and the
other  Loan  Documents,   and  each  such  Lender  irrevocably   authorizes  the
Administrative  Agent, in such capacity, to take such action on its behalf under
the  provisions of this  Agreement and the other Loan  Documents and to exercise
such  powers  and  perform  such  duties  as  are  expressly  delegated  to  the
Administrative  Agent  by the  terms  of  this  Agreement  and  the  other  Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding  any provision to the contrary elsewhere in this Agreement,  the

<PAGE>
                                       45


Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary  relationship with any Lender,  and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Administrative Agent.

     8.2 Delegation of Duties. The  Administrative  Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining  to such  duties.  The  Administrative  Agent  shall  not be
responsible for the negligence or misconduct of any agents or attorneys  in-fact
selected by it with reasonable care.

     8.3 Exculpatory  Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable to any Lender for any action lawfully taken or omitted to be taken by
it or such Person under or in connection  with this  Agreement or any other Loan
Document  (except to the extent that any of the  foregoing  are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross  negligence or willful  misconduct)  or (ii)
responsible  in any manner to any of the Lenders for any  recitals,  statements,
representations  or  warranties  made by any Loan Party or any  officer  thereof
contained in this  Agreement or any other Loan  Document or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the Agents  under or in  connection  with,  this  Agreement or any other Loan
Document or for the value, validity, effectiveness,  genuineness, enforceability
or  sufficiency  of this Agreement or any other Loan Document or for any failure
of any Loan Party a party  thereto  to  perform  its  obligations  hereunder  or
thereunder.  The  Agents  shall not be under  any  obligation  to any  Lender to
ascertain  or to  inquire  as to the  observance  or  performance  of any of the
agreements  contained  in, or  conditions  of, this  Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

     8.4 Reliance by  Administrative  Agent. The  Administrative  Agent shall be
entitled to rely, and shall be fully protected in relying,  upon any instrument,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telex or teletype  message,  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including counsel to the Borrower),  independent  accountants and other experts
selected by the  Administrative  Agent.  The  Administrative  Agent may deem and
treat the  payee of any Note as the  owner  thereof  for all  purposes  unless a
written  notice of assignment,  negotiation or transfer  thereof shall have been
filed with the  Administrative  Agent. The  Administrative  Agent shall be fully
justified in failing or refusing to take any action under this  Agreement or any
other Loan Document  unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement,  all Lenders) as it
deems  appropriate or it shall first be indemnified to its  satisfaction  by the
Lenders  against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
under this Agreement and the other Loan  Documents in accordance  with a request
of the Required  Lenders (or, if so specified by this  Agreement,  all Lenders),
and such request and any action taken or failure to act pursuant  thereto  shall
be binding upon all the Lenders and all future holders of the Loans.
<PAGE>
                                       46


     8.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the  occurrence of any Default or Event of Default unless
the  Administrative  Agent has  received  notice  from a Lender or the  Borrower
referring  to this  Agreement,  describing  such Default or Event of Default and
stating  that such  notice  is a  "notice  of  default".  In the event  that the
Administrative Agent receives such a notice, the Administrative Agent shall give
notice thereof to the Lenders.  The Administrative  Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required  Lenders (or, if so specified by this  Agreement,  all Lenders);
provided that unless and until the Administrative Agent shall have received such
directions,  the  Administrative  Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of  Default  as it shall  deem  advisable  in the  best  interests  of the
Lenders.

     8.6  Non-Reliance  on  Agents  and Other  Lenders.  Each  Lender  expressly
acknowledges  that  neither  the  Agents nor any of their  respective  officers,
directors,  employees,  agents,  attorneys-in-fact  or affiliates  have made any
representations  or  warranties  to it and  that no act by any  Agent  hereafter
taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party,  shall be deemed to constitute any representation or warranty by any
Agent  to any  Lender.  Each  Lender  represents  to the  Agents  that  it  has,
independently and without reliance upon any Agent or any other Lender, and based
on such  documents and  information as it has deemed  appropriate,  made its own
appraisal  of  and  investigation  into  the  business,  operations,   property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans  hereunder and enter into
this  Agreement.  Each Lender also represents  that it will,  independently  and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem  appropriate at the time,  continue to make its
own credit  analysis,  appraisals  and  decisions in taking or not taking action
under  this  Agreement  and  the  other  Loan   Documents,   and  to  make  such
investigation  as it  deems  necessary  to  inform  itself  as to the  business,
operations,  property, financial and other condition and creditworthiness of the
Loan  Parties  and their  affiliates.  Except  for  notices,  reports  and other
documents   expressly   required  to  be   furnished   to  the  Lenders  by  the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or  responsibility  to provide any Lender  with any credit or other  information
concerning  the  business,   operations,   property,   condition  (financial  or
otherwise),  prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the  possession of the  Administrative  Agent or
any  of  its  officers,  directors,  employees,  agents,   attorneys-in-fact  or
affiliates.

     8.7  Indemnification.  The  Lenders  agree to  indemnify  each Agent in its
capacity  as such (to the extent not  reimbursed  by the  Borrower  and  without
limiting the  obligation of the Borrower to do so),  ratably  according to their
respective Loan  Percentages in effect on the date on which  indemnification  is
sought under this Section (or, if  indemnification is sought after the date upon
which the  Commitments  shall have terminated and the Loans shall have been paid
in full,  ratably in accordance with such Loan Percentages  immediately prior to
such  date),  from and  against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on,  incurred by or asserted  against such Agent in any
way relating to or arising out of, the Commitments,  this Agreement,  any of the
other Loan Documents or any documents  contemplated  by or referred to herein or

<PAGE>
                                       47


therein or the transactions  contemplated  hereby or thereby or any action taken
or omitted  by such  Agent  under or in  connection  with any of the  foregoing;
provided  that no Lender  shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  that are found by a final and  nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross  negligence or willful  misconduct.  The  agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

     8.8 Agent in Its  Individual  Capacity.  Each Agent and its  affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with any Loan Party as though such Agent were not an Agent.  With respect to its
Loans made or renewed by it,  each Agent  shall have the same  rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise
the same as though it were not an Agent,  and the terms  "Lender" and  "Lenders"
shall include each Agent in its individual capacity.

     8.9 Successor  Administrative Agent. The Administrative Agent may resign as
Administrative  Agent upon 10 days' notice to the Lenders and the  Borrower.  If
the  Administrative  Agent  shall  resign as  Administrative  Agent  under  this
Agreement and the other Loan Documents,  then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders,  which successor agent
shall  (unless  an Event of Default  under  Section  7(a) or  Section  7(f) with
respect to the Borrower  shall have  occurred and be  continuing)  be subject to
approval by the Borrower (which  approval shall not be unreasonably  withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative  Agent, and the term  "Administrative  Agent" shall
mean such successor agent effective upon such appointment and approval,  and the
former Administrative  Agent's rights, powers and duties as Administrative Agent
shall be  terminated,  without  any other or further  act or deed on the part of
such former  Administrative Agent or any of the parties to this Agreement or any
holders  of the  Loans.  If no  successor  agent  has  accepted  appointment  as
Administrative  Agent  by  the  date  that  is  10  days  following  a  retiring
Administrative  Agent's  notice  of  resignation,  the  retiring  Administrative
Agent's  resignation  shall  nevertheless  thereupon become  effective,  and the
Lenders shall assume and perform all of the duties of the  Administrative  Agent
hereunder  until such time, if any, as the Required  Lenders appoint a successor
agent  as  provided  for  above.  After  any  retiring   Administrative  Agent's
resignation  as  Administrative  Agent,  the  provisions of this Section 8 shall
inure to its benefit as to any actions  taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.

     8.10 Syndication Agent and Co-Documentation Agents. Neither the Syndication
Agent nor any Co-Documentation Agent shall have any duties or responsibilities
hereunder in its capacity as such.

                            SECTION 9. MISCELLANEOUS

     9.1  Amendments  and  Waivers.  Neither  this  Agreement,  any  other  Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in  accordance  with the  provisions  of this  Section 9.1. The
Required  Lenders and the  Borrower  may,  or,  with the written  consent of the
Required Lenders,  the  Administrative  Agent and the Borrower may, from time to

<PAGE>
                                       48


time, (a) enter into written amendments, supplements or modifications hereto and
to the other Loan  Documents  for the purpose of adding any  provisions  to this
Agreement  or the other Loan  Documents  or changing in any manner the rights of
the Lenders or the Borrower  hereunder or thereunder or (b) waive, on such terms
and conditions as the Required Lenders or the Administrative  Agent, as the case
may  be,  may  specify  in  such  instrument,  any of the  requirements  of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences;  provided,  however,  that no such  waiver and no such  amendment,
supplement or modification  shall (i) forgive the principal amount or extend the
final  scheduled  date of  maturity  of any Loan,  reduce the stated rate of any
interest  or fee  payable  hereunder  (except in  connection  with the waiver of
applicability of any post-default increase in interest rates (which waiver shall
be effective with the consent of the Required  Lenders)) or extend the scheduled
date of any payment  thereof,  or increase  the amount or extend the  expiration
date of any Lender's  Commitment,  in each case  without the written  consent of
each Lender  directly  affected  thereby;  (ii)  eliminate  or reduce the voting
rights of any Lender under this Section 9.1 without the written  consent of such
Lender;  (iii) reduce any  percentage  specified in the  definition  of Required
Lenders or consent to the  assignment  or transfer by the Borrower of any of its
rights and  obligations  under this Agreement and the other Loan  Documents,  in
each case  without the written  consent of all  Lenders;  (iv) amend,  modify or
waive  any   provision  of  Section  9  without  the  written   consent  of  the
Administrative  Agent; or (v) add additional currencies as Foreign Currencies in
which  Foreign  Currency  Loans may be made under  this  Agreement  without  the
written  consent of all the  Lenders.  Any such  waiver and any such  amendment,
supplement or modification  shall apply equally to each of the Lenders and shall
be binding upon the  Borrower,  the Lenders,  the  Administrative  Agent and all
future  holders of the  Loans.  In the case of any  waiver,  the  Borrower,  the
Lenders and the Administrative  Agent shall be restored to their former position
and rights  hereunder  and under the other Loan  Documents,  and any  Default or
Event of Default waived shall be deemed to be cured and not  continuing;  but no
such waiver shall extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.

     9.2 Notices.  All notices,  requests and demands to or upon the  respective
parties hereto to be effective  shall be in writing  (including by telecopy) and
shall not be effective  until  received,  provided  that any notice given by the
Administrative  Agent  pursuant  to the final  paragraph  of  Section 7 shall be
deemed to have been duly given or made when  delivered,  or three  Business Days
after being deposited in the mail, postage prepaid,  or, in the case of telecopy
notice, when received. All such notices, requests and demands shall be addressed
as follows, in the case of the Borrower and the Administrative Agent, and as set
forth in an administrative  questionnaire  delivered to the Administrative Agent
in the  case  of the  Lenders,  or to such  other  address  as may be  hereafter
notified by the respective parties hereto:

        Borrower:                       Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: Treasurer
                                        Telecopy: 781-622-1181
                                        Telephone: 781-622-1000

                                        With a copy to:
<PAGE>
                                       49


                                       Thermo Electron Corporation
                                       81 Wyman Street
                                       Waltham, Massachusetts 02454-9046
                                       Attention: General Counsel
                                       Telecopy: 781-622-1283
                                       Telephone: 781-622-1000

      Administrative Agent:            Barclays Bank PLC
                                       222 Broadway
                                       New York, New York 10038
                                       Attention: Charles Ray
                                       Telecopy: 212-412-5306
                                       Telephone: 212-412-3355

     Notices and other  communications to the Lenders hereunder may be delivered
or furnished by electronic communications pursuant to procedures approved by the
Administrative  Agent;  provided that the  foregoing  shall not apply to notices
pursuant to Section 2 unless  otherwise agreed by the  Administrative  Agent and
the  applicable  Lender.  The  Administrative  Agent or the Borrower may, in its
discretion,  agree to accept notices and other communications to it hereunder by
electronic  communications  pursuant to procedures approved by it; provided that
approval  of  such   procedures   may  be  limited  to  particular   notices  or
communications.

     9.3 No Waiver;  Cumulative Remedies. No failure to exercise and no delay in
exercising,  on the part of the  Administrative  Agent or any Lender, any right,
remedy,  power or privilege  hereunder or under the other Loan  Documents  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  remedy,  power or  privilege  hereunder  preclude  any other or  further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights,  remedies,  powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

     9.4 Survival of Representations  and Warranties.  All  representations  and
warranties  made  hereunder,  in the other Loan  Documents  and in any document,
certificate or statement  delivered  pursuant  hereto or in connection  herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

     9.5  Payment of  Expenses  and  Taxes.  The  Borrower  agrees (a) to pay or
reimburse the Administrative  Agent for all its reasonable  out-of-pocket  costs
and  expenses  incurred in  connection  with the  development,  preparation  and
execution of, and any amendment,  supplement or modification  to, this Agreement
and the other Loan  Documents  and any other  documents  prepared in  connection
herewith  or  therewith,   and  the  consummation  and   administration  of  the
transactions contemplated hereby and thereby,  including the reasonable fees and
disbursements  of counsel to the  Administrative  Agent,  with  statements  with
respect to the  foregoing to be  submitted to the Borrower  prior to the Closing
Date (in the case of  amounts to be paid on the  Closing  Date) and from time to
time  thereafter  on a  quarterly  basis  or such  other  periodic  basis as the
Administrative Agent shall deem appropriate, (b) after the occurrence and during
the continuance of an Event of Default,  to pay or reimburse each Lender and the
Administrative  Agent for all its  reasonable  out-of-pocket  costs and expenses

<PAGE>
                                       50


incurred in connection  with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including
the fees and  disbursements  of  counsel  to each  Lender  and of counsel to the
Administrative  Agent and (c) to pay,  indemnify,  and hold each  Lender and the
Administrative  Agent  and  their  respective  officers,  directors,  employees,
affiliates, agents and controlling persons (each, an "Indemnitee") harmless from
and  against  any and  all  other  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  (including  reasonable fees and expenses of counsel)
with  respect  to such  Lender  or  Administrative  Agent  being a party to this
Agreement or any other Loan Document,  or the enforcement or performance of this
Agreement, the other Loan Documents and any such other documents,  including any
of the  foregoing  relating to the use of proceeds of the Loans or the violation
of,  noncompliance  with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the  Properties  (all the foregoing
in this clause (c), collectively, the "Indemnified Liabilities"), provided, that
the Borrower shall have no obligation  hereunder to any Indemnitee  with respect
to Indemnified  Liabilities to the extent such Indemnified Liabilities are found
by a final and  nonappealable  decision of a court of competent  jurisdiction to
have resulted from the gross negligence or willful misconduct of such Indemnitee
or the  breach by such  Indemnitee  of its  obligations  under  this  Agreement.
Without  limiting the foregoing,  and to the extent permitted by applicable law,
the Borrower agrees not to assert and to cause its  Subsidiaries  not to assert,
and hereby waives and agrees to cause its  Subsidiaries to waive, all rights for
contribution  or any other  rights  of  recovery  with  respect  to all  claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature,  under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee.  All amounts due
under this  Section  9.5 shall be payable  not later than 10 days after  written
demand therefor. Statements payable by the Borrower pursuant to this Section 9.5
shall be  submitted  to Office  of the  General  Counsel  (Telephone  No.  (781)
622-1000)  (Telecopy  No.  (781)  622-1283),  at the address of the Borrower set
forth in Section  9.2,  or to such other  Person or address as may be  hereafter
designated by the Borrower in a written notice to the Administrative  Agent. The
agreements  in this  Section 9.5 shall  survive  repayment  of the Loans and all
other amounts payable hereunder.

     9.6  Successors  and  Assigns;  Participations  and  Assignments.  (a)  The
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) the  Borrower  may not assign or  otherwise  transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted  assignment or transfer by the Borrower  without such consent
shall be null and void) and (ii) no Lender may assign or otherwise  transfer its
rights or obligations hereunder except in accordance with this Section.

     (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender  may  assign to one or more  assignees  (each,  an  "Assignee")  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:

          (A) the Borrower,  provided  that no consent of the Borrower  shall be
     required  for an  assignment  to a Lender,  or, if an Event of Default  has
     occurred and is continuing, any other Person; and
<PAGE>
                                       51


          (B)  the  Administrative  Agent,  provided  that  no  consent  of  the
     Administrative  Agent shall be required for an assignment of any Commitment
     to an assignee  that is a Lender  with a  Commitment  immediately  prior to
     giving effect to such assignment.

     (ii) Assignments shall be subject to the following additional conditions:

          (A) except in the case of an assignment to a Lender, an affiliate of a
     Lender or an Approved Fund or an assignment of the entire  remaining amount
     of  the  assigning  Lender's  Commitments  or  Loans,  the  amount  of  the
     Commitments  or  Loans  of  the  assigning  Lender  subject  to  each  such
     assignment  (determined as of the date the  Assignment and Assumption  with
     respect to such assignment is delivered to the Administrative  Agent) shall
     not  be  less  than  $5,000,000   unless  each  of  the  Borrower  and  the
     Administrative  Agent otherwise consent,  provided that (1) no such consent
     of the  Borrower  shall be required if an Event of Default has occurred and
     is  continuing  and (2) such amounts shall be aggregated in respect of each
     Lender and its affiliates or Approved Funds, if any;

          (B) the parties to each  assignment  shall  execute and deliver to the
     Administrative  Agent  an  Assignment  and  Assumption,   together  with  a
     processing and recordation fee of $3,500; and

          (C) the  Assignee,  if it shall not be a Lender,  shall deliver to the
     Administrative Agent an administrative questionnaire.

     For the  purposes of this Section  9.6,  the term  "Approved  Fund" has the
following meaning:

          "Approved Fund" means any Person (other than a natural person) that is
     engaged  in making,  purchasing,  holding  or  investing  in bank loans and
     similar  extensions  of credit in the  ordinary  course of its business and
     that is  administered  or managed by (a) a Lender,  (b) an  Affiliate  of a
     Lender or (c) an entity or an  Affiliate of an entity that  administers  or
     manages a Lender.

     (iii) Subject to acceptance  and  recording  thereof  pursuant to paragraph
(b)(iv) below,  from and after the effective  date specified in each  Assignment
and  Assumption  the  Assignee  thereunder  shall be a party  hereto and, to the
extent of the interest  assigned by such  Assignment  and  Assumption,  have the
rights and  obligations  of a Lender  under this  Agreement,  and the  assigning
Lender  thereunder  shall,  to the  extent  of the  interest  assigned  by  such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption  covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall  continue to be entitled to the benefits of Sections
2.14,  2.15,  2.16 and 9.5). Any assignment or transfer by a Lender of rights or
obligations  under this  Agreement  that does not comply  with this  Section 9.6

<PAGE>
                                       52


shall be treated for  purposes of this  Agreement  as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

     (iv) The Administrative  Agent,  acting for this purpose as an agent of the
Borrower,  shall  maintain at one of its offices a copy of each  Assignment  and
Assumption  delivered to it and a register for the  recordation of the names and
addresses of the Lenders,  and the Commitments  of, and principal  amount of the
Loans owing to, each Lender  pursuant to the terms hereof from time to time (the
"Register").  The entries in the Register shall be conclusive, and the Borrower,
the  Administrative  Agent,  and the Lenders may treat each Person whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.

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

     (c)  (i) Any  Lender  may,  without  the  consent  of the  Borrower  or the
Administrative Agent, sell participations to one or more banks or other entities
(a  "Participant")  in all or a portion of such Lender's  rights and obligations
under this  Agreement  (including  all or a portion of its  Commitments  and the
Loans  owing to it);  provided  that (A) such  Lender's  obligations  under this
Agreement  shall  remain   unchanged,   (B)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such  obligations
and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement  pursuant to which a Lender sells such a  participation  shall provide
that such Lender shall retain the sole right to enforce  this  Agreement  and to
approve  any  amendment,  modification  or  waiver  of  any  provision  of  this
Agreement;  provided that such  agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment,  modification or
waiver that (1) requires the consent of each Lender  directly  affected  thereby
pursuant to the proviso to the second  sentence of Section 9.1 and (2)  directly
affects such  Participant.  Subject to paragraph  (c)(ii) of this  Section,  the
Borrower  agrees that each  Participant  shall be  entitled  to the  benefits of
Sections  2.14,  2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by  assignment  pursuant to paragraph (b) of this Section.
To the extent  permitted by law, each  Participant also shall be entitled to the
benefits of Section 9.7(b) as though it were a Lender, provided such Participant
shall be subject to Section 9.7(a) as though it were a Lender.

     (ii) A  Participant  shall not be entitled  to receive any greater  payment
under Section 2.14 or 2.15 than the  applicable  Lender would have been entitled
to receive with respect to the participation  sold to such  Participant,  unless

<PAGE>
                                       53


the sale of the  participation  to such  Participant is made with the Borrower's
prior written consent.  Any Participant  that is a Non-U.S.  Lender shall not be
entitled to the benefits of Section 2.15 unless such  Participant  complies with
Section 2.15(d).

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

     (e) The Borrower,  upon receipt of written notice from the relevant Lender,
agrees to issue Notes to any Lender  requiring Notes to facilitate  transactions
of the type described in paragraph (d) above.

     (f)  Notwithstanding  the  foregoing,  any Lender may assign its rights and
obligations  to a Conduit  Lender  organized  and  administered  by such Lender,
provided that such  assignment  shall be subject to all the  requirements of the
definition  of the term  "Conduit  Lender" in Section 1.1.  Notwithstanding  the
foregoing,  any  Conduit  Lender  may assign any or all of the Loans it may have
funded  hereunder to its designating  Lender without the consent of the Borrower
or the  Administrative  Agent and without regard to the limitations set forth in
Section 9.6(b). Each of the Borrower,  each Lender and the Administrative  Agent
hereby confirms that it will not institute  against a Conduit Lender or join any
other  Person  in  instituting   against  a  Conduit   Lender  any   bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceeding  under any
state  bankruptcy  or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense  arising out of its  inability to institute  such a proceeding
against such Conduit Lender during such period of forbearance.

     9.7  Adjustments;  Set-off.  (a) Except to the extent  that this  Agreement
expressly  provides for payments to be allocated to a particular  Lender, if any
Lender (a  "Benefitted  Lender") shall receive any payment of all or part of the
Obligations  owing to it  (whether  voluntarily  or  involuntarily,  by set-off,
pursuant to events or proceedings of the nature  referred to in Section 7(f), or
otherwise),  in a greater  proportion  than any such  payment  to or  collateral
received by any other  Lender,  if any, in respect of the  Obligations  owing to
such other Lender, such Benefitted Lender shall purchase for cash from the other
Lenders a  participating  interest in such portion of the  Obligations  owing to
each such other Lender, or shall provide such other Lenders with the benefits of
any such  collateral,  as shall be necessary to cause such Benefitted  Lender to
share the excess payment or benefits of such collateral ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter  recovered  from such  Benefitted  Lender,  such purchase
shall be rescinded,  and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

     (b) In addition to any rights and remedies of the Lenders  provided by law,
each  Lender  shall  have  the  right  after  the   occurrence  and  during  the

<PAGE>
                                       54


continuation of an Event of Default,  without prior notice to the Borrower,  any
such notice being  expressly  waived by the Borrower to the extent  permitted by
applicable  law,  upon any  amount  becoming  due and  payable  by the  Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits  (general
or special,  time or demand,  provisional  or final),  in any currency,  and any
other credits,  indebtedness  or claims,  in any currency,  in each case whether
direct or indirect,  absolute or contingent,  matured or unmatured,  at any time
held or owing by such  Lender  or any  branch or  agency  thereof  to or for the
credit or the account of the  Borrower,  as the case may be. Each Lender  agrees
promptly  to notify the  Borrower  and the  Administrative  Agent after any such
setoff and  application  made by such Lender,  provided that the failure to give
such notice shall not affect the validity of such setoff and application.

     9.8  Counterparts.  This  Agreement  may be  executed by one or more of the
parties to this  Agreement  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  Delivery  of an  executed  signature  page  of  this  Agreement  by
facsimile  transmission  shall be effective  as delivery of a manually  executed
counterpart  hereof.  A set of the  copies of this  Agreement  signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

     9.9  Severability.  Any provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     9.10 Integration. This Agreement and the other Loan Documents represent the
entire agreement of the Borrower,  the Administrative Agent and the Lenders with
respect to the subject  matter  hereof and  thereof,  and there are no promises,
undertakings,  representations or warranties by the Borrower, the Administrative
Agent or any Lender  relative to the subject  matter  hereof not  expressly  set
forth or referred to herein or in the other Loan Documents.

     9.11 Governing  Law. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     9.12 Submission To Jurisdiction;  Waivers.  The Borrower hereby irrevocably
and unconditionally:


     (a) submits for itself and its property in any legal  action or  proceeding
relating to this  Agreement and the other Loan Documents to which it is a party,
or for recognition and  enforcement of any judgment in respect  thereof,  to the
non-exclusive  general  jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and appellate
courts from any thereof;

     (b)  consents  that any such  action or  proceeding  may be brought in such
courts and waives any objection  that it may now or hereafter  have to the venue

<PAGE>
                                       55



of any such  action  or  proceeding  in any such  court or that  such  action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

     (c) agrees that service of process in any such action or proceeding  may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar form of mail),  postage  prepaid,  to the Borrower at its
address  set  forth  in  Section  9.2 or at such  other  address  of  which  the
Administrative Agent shall have been notified pursuant thereto;

     (d) agrees that nothing  herein shall affect the right to effect service of
process in any other manner  permitted by law or shall limit the right to sue in
any other jurisdiction; and

     (e) waives,  to the maximum  extent not prohibited by law, any right it may
have to claim or recover in any legal action or  proceeding  referred to in this
Section any special, exemplary, punitive or consequential damages.

     9.13 Acknowledgements. The Borrower hereby acknowledges that:


     (a) it has been  advised  by  counsel  in the  negotiation,  execution  and
delivery of this Agreement and the other Loan Documents;

     (b)  neither  the  Administrative  Agent nor any Lender  has any  fiduciary
relationship  with or duty to the Borrower  arising out of or in connection with
this Agreement or any of the other Loan Documents,  and the relationship between
Administrative Agent and Lenders, on one hand, and Holdings and the Borrower, on
the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

     (c) no joint  venture is created  hereby or by the other Loan  Documents or
otherwise  exists by virtue of the  transactions  contemplated  hereby among the
Lenders or among the Borrower and the Lenders.

     9.14  Confidentiality.  Each of the  Administrative  Agent and each  Lender
agrees  on its own  behalf  and on  behalf  of each  Affiliate  thereof  to keep
confidential all non-public  information provided to it by any Group Member, the
Administrative  Agent or any  Lender  pursuant  to or in  connection  with  this
Agreement that is designated by the provider thereof as  confidential;  provided
that nothing  herein shall prevent the  Administrative  Agent or any Lender from
disclosing  any such  information  (a) to the  Administrative  Agent,  any other
Lender or any  affiliate  thereof  solely for the  purposes  of, or otherwise in
connection with, this Agreement, (b) subject to an express agreement to maintain
the  confidentiality  of such  information in compliance  with the provisions of
this  Section  (which may be a standing  agreement  between such Lender and such
Transferee),  to any actual or prospective  Transferee or any direct or indirect
counterparty  to any  Swap  Agreement  (or  any  professional  advisor  to  such
counterparty),  (c) to its employees, directors, agents, attorneys,  accountants
and other professional advisors or those of any of its affiliates,  in each case
who have a need to know such  information in accordance with customary  business
practices (it being  understood  that the Person to whom such disclosure is made
will be informed of the  confidential  nature of such information and instructed
to keep such  information  confidential),  (d) upon the request or demand of any
Governmental  Authority,  (e) in  response  to any  order of any  court or other
Governmental  Authority  or  as  may  otherwise  be  required  pursuant  to  any
Requirement  of Law, (f) if required to do so in connection  with any litigation

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                                       56



or similar proceeding, (g) that has been publicly disclosed, (h) to the National
Association  of  Insurance  Commissioners  or any  similar  organization  or any
nationally  recognized rating agency that requires access to information about a
Lender's investment  portfolio in connection with ratings issued with respect to
such Lender,  or (i) in connection with the exercise of any remedy  hereunder or
under any other Loan Document.  Unless specifically prohibited by applicable law
or court order,  the  Administrative  Agent and each Lender shall,  prior to any
disclosure under clause (d), (e) or (f) above to (x) any Governmental  Authority
that does not have  supervisory,  regulatory  or other  similar  authority  with
respect to the Administrative Agent or such Lender, as the case may be, and that
is  seeking  such  disclosure   solely  in  connection  with  an  investigation,
litigation   or  other   proceeding   that  does  not   otherwise   involve  the
Administrative Agent or such Lender, as the case may be, or (y) any other Person
that is not a  Governmental  Entity,  notify the Borrower of any request for the
disclosure of any such non-public information so as to provide the Borrower with
the  reasonable  opportunity  to obtain a protective  order or other  comparable
relief.

     9.15 WAIVERS OF JURY TRIAL. THE BORROWER,  THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

                     [Rest of page left intentionally blank]


<PAGE>



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

                                THERMO ELECTRON CORPORATION


                                By:     /s/ Kenneth J. Apicerno
                                        --------------------------------------
                                Name:   Kenneth J. Apicerno
                                Title:  Treasurer


                                BARCLAYS BANK PLC, as Administrative Agent
                                and as a Lender


                                By:     /s/ John Giannone
                                        --------------------------------------
                                Name:   John Giannone
                                Title:  Director


                                ABN AMRO BANK N.V., as Syndication Agent
                                and as a Lender


                                By:     /s/ Richard Scrage   James S. Kreitler
                                        --------------------------------------
                                Name:   Richard Scrage       James S. Kreitler
                                Title:  Vice President       Senior Vice
                                                             President


                                FLEET NATIONAL BANK, as Co-
                                Documentation Agent and as a Lender


                                By:     /s/ Debra E. DelVecchio
                                        --------------------------------------
                                Name:   Debra E. DelVecchio
                                Title:  Director


                                JPMORGAN CHASE BANK, as Co-
                                Documentation Agent and as a Lender


                                By:     /s/ Dawn Lee Lum
                                        --------------------------------------
                                Name:   Dawn Lee Lum
                                Title:  Vice President




<PAGE>


                                THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                NY BRANCH, as a Lender


                                By:     /s/ Lillian Kim
                                        --------------------------------------
                                Name:   Lillian Kim
                                Title:  Authorized Signatory





<PAGE>


                                INTESABCI S.P.A., NEW YORK BRANCH, as a Lender



                                By:     /s/ F. Maffei
                                        --------------------------------------
                                Name:   F. Maffei
                                Title:  Vice President


                                By:     /s/ J. Dickerhof
                                        --------------------------------------
                                Name:   J. Dickerhof
                                Title:  Vice President





<PAGE>


                                KEY CORPORATE CAPITAL INC., as a Lender



                                By:     /s/ Jeff Kalinowski
                                        --------------------------------------
                                Name:   Jeff Kalinowski
                                Title:  Vice President





<PAGE>


                                NORDEA BANK FINLAND PLC, as a Lender



                                By:     /s/ Thomas P. Hickey
                                        --------------------------------------
                                Name:   Thomas P. Hickey
                                Title:  Vice President



                                By:     /s/ Henrik M. Steffensen
                                        --------------------------------------
                                Name:   Henrik M. Steffensen
                                Title:  First Vice President