<PAGE>

                                                                    Exhibit 4.8
                                                                 EXECUTION COPY

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


                                CREDIT AGREEMENT

                                   dated as of

                                November 15, 2002

                                     between

                             BRUNSWICK CORPORATION,

                  The SUBSIDIARY ACCOUNT PARTIES Party Hereto,

                            The LENDERS Party Hereto

                                       and

                              JPMORGAN CHASE BANK,

                             as Administrative Agent

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

                                  $350,000,000

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

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Joint Bookrunner

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Joint Bookrunner

                                  BANK ONE, NA,
                              as Syndication Agent

                             BANK OF AMERICA, N.A.,
                              THE BANK OF NEW YORK
                                       and
                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Documentation Agents


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



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
ARTICLE I  DEFINITIONS...............................................................................1
       SECTION 1.01.  Defined Terms..................................................................1
       SECTION 1.02.  Classification of Loans and Borrowings........................................21
       SECTION 1.03.  Terms Generally...............................................................21
       SECTION 1.04.  Accounting Terms; GAAP; Fiscal Year...........................................21
       SECTION 1.05.  Currencies; Currency Equivalents..............................................22

ARTICLE II  THE CREDITS.............................................................................22
       SECTION 2.01.  The Commitments...............................................................22
       SECTION 2.02.  Loans and Borrowings..........................................................23
       SECTION 2.03.  Requests for Syndicated Borrowings............................................23
       SECTION 2.04.  Competitive Bid Procedure.....................................................24
       SECTION 2.05.  Letters of Credit.............................................................27
       SECTION 2.06.  Funding of Borrowings.........................................................33
       SECTION 2.07.  Interest Elections............................................................34
       SECTION 2.08.  Termination, Reduction and Increase of the Commitments........................35
       SECTION 2.09.  Repayment of Loans; Evidence of Debt..........................................37
       SECTION 2.10.  Prepayment of Loans...........................................................38
       SECTION 2.11.  Fees..........................................................................39
       SECTION 2.12.  Interest......................................................................41
       SECTION 2.13.  Alternate Rate of Interest....................................................42
       SECTION 2.14.  Increased Costs...............................................................42
       SECTION 2.15.  Break Funding Payments........................................................44
       SECTION 2.16.  Taxes.........................................................................44
       SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs...................46
       SECTION 2.18.  Mitigation Obligations; Replacement of Lenders................................49

ARTICLE III  REPRESENTATIONS AND WARRANTIES.........................................................50
       SECTION 3.01.  Organization; Powers..........................................................50
       SECTION 3.02.  Authorization; Enforceability.................................................50
       SECTION 3.03.  Governmental Approvals; No Conflicts..........................................51
       SECTION 3.04.  Financial Condition; No Material Adverse Change...............................51
       SECTION 3.05.  Properties....................................................................51
       SECTION 3.06.  Litigation and Environmental Matters..........................................52
       SECTION 3.07.  Investment and Holding Company Status.........................................52
       SECTION 3.08.  Taxes.........................................................................52
       SECTION 3.09.  ERISA.........................................................................52
       SECTION 3.10.  Disclosure....................................................................53
       SECTION 3.11.  Use of Credit.................................................................53
</TABLE>


                                       -i-

<PAGE>

<TABLE>

<S>                                                                                                <C>
ARTICLE IV  CONDITIONS..............................................................................53
       SECTION 4.01.  Effective Date................................................................53
       SECTION 4.02.  Each Credit Event.............................................................54

ARTICLE V  AFFIRMATIVE COVENANTS....................................................................55
       SECTION 5.01.  Financial Statements; Ratings Change and Other Information....................55
       SECTION 5.02.  Notices of Material Events....................................................56
       SECTION 5.03.  Existence; Conduct of Business................................................57
       SECTION 5.04.  Taxes and Other Obligations...................................................57
       SECTION 5.05.  Maintenance of Properties; Insurance..........................................57
       SECTION 5.06.  Books and Records; Inspection Rights..........................................57
       SECTION 5.07.  Compliance with Laws and Obligations..........................................57
       SECTION 5.08.  Use of Proceeds and Letters of Credit.........................................58

ARTICLE VI  NEGATIVE COVENANTS......................................................................58
       SECTION 6.01.  Liens.........................................................................58
       SECTION 6.02.  Mergers, Consolidations, Etc..................................................59
       SECTION 6.03.  Dispositions..................................................................59
       SECTION 6.04.  Transactions with Affiliates..................................................60
       SECTION 6.05.  Leverage Ratio................................................................60

ARTICLE VII  EVENTS OF DEFAULT......................................................................60

ARTICLE VIII  THE ADMINISTRATIVE AGENT..............................................................63

ARTICLE IX  GUARANTEE...............................................................................65
       SECTION 9.01.  The Guarantee.................................................................65
       SECTION 9.02.  Obligations Unconditional.....................................................65
       SECTION 9.03.  Reinstatement.................................................................66
       SECTION 9.04.  Subrogation...................................................................66
       SECTION 9.05.  Remedies......................................................................66
       SECTION 9.06.  Instrument for the Payment of Money...........................................67
       SECTION 9.07.  Continuing Guarantee..........................................................67

ARTICLE X  MISCELLANEOUS............................................................................67
       SECTION 10.01.  Notices......................................................................67
       SECTION 10.02.  Waivers; Amendments..........................................................68
       SECTION 10.03.  Expenses; Indemnity; Damage Waiver...........................................69
       SECTION 10.04.  Successors and Assigns.......................................................70
       SECTION 10.05.  Survival.....................................................................73
</TABLE>

                                       -ii-

<PAGE>


<TABLE>
<S>                                                                                                <C>
       SECTION 10.06.  Counterparts; Integration; Effectiveness.....................................73
       SECTION 10.07.  Severability.................................................................74
       SECTION 10.08.  Right of Setoff..............................................................74
       SECTION 10.09.  Governing Law; Jurisdiction; Judicial Proceedings; Etc.......................74
       SECTION 10.10.  WAIVER OF JURY TRIAL.........................................................76
       SECTION 10.11.  Judgment Currency............................................................76
       SECTION 10.12.  Headings.....................................................................76
       SECTION 10.13.  Confidentiality..............................................................76
       SECTION 10.14.  Termination of Commitments under Existing Credit Agreement...................77
</TABLE>


SCHEDULE 1.01    -  Commitments
SCHEDULE 2.05(l) -  Existing Letters of Credit
SCHEDULE 3.06(a) -  Litigation
SCHEDULE 3.06(b) -  Environmental Matters
SCHEDULE 6.01    -  Liens


EXHIBIT A  -  Form of Assignment and Assumption
EXHIBIT B  -  Form of Subsidiary Joinder Agreement
EXHIBIT C  -  Form of Opinion of Counsel to the Borrower
EXHIBIT D  -  Form of Opinion of Special New York Counsel to JPMCB
EXHIBIT E  -  Form of Process Agent Acceptance Letter
EXHIBIT F  -  Form of Subsidiary Account Party Termination Notice



                                     -iii-

<PAGE>


       CREDIT AGREEMENT dated as of November 15, 2002, between BRUNSWICK
CORPORATION, certain SUBSIDIARIES of Brunswick Corporation that shall become
SUBSIDIARY ACCOUNT PARTIES from time to time pursuant to Section 2.05(m), the
LENDERS party hereto and JPMORGAN CHASE BANK, as Administrative Agent.

       The Borrower (as hereinafter defined) has requested that the Lenders (as
so defined) make loans and extend credit to it and certain of its Subsidiaries
in an aggregate principal or face amount not exceeding $350,000,000 at any one
time outstanding. The Lenders are prepared to extend such credit upon the terms
and conditions hereof, and, accordingly, the parties hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

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

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

       "Account Party" means any of the Borrower and the Subsidiary Account
Parties, as the context may require, and "Account Parties" means all of the
foregoing.

       "Adjusted LIBO Rate" means, for the Interest Period for any Syndicated
Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate for such Interest Period.

       "Administrative Agent" means JPMCB, in its capacity as administrative
agent for the Lenders hereunder.

       "Administrative Agent's Account" means, for each Currency, an account in
respect of such Currency designated by the Administrative Agent in a notice to
the Borrower, the Subsidiary Account Parties and the Lenders.

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

       "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified; provided
that, notwithstanding the foregoing, the TCFC Joint Venture shall be deemed an
Affiliate of the Borrower and its Subsidiaries.

<PAGE>


                                      -2-

       "Agreed Foreign Currency" means, at any time, any of Pounds Sterling,
euro and, with the agreement of each Lender (with respect to the denomination of
Loans hereunder) or the Administrative Agent and the relevant Issuing Lender
(with respect to the denomination of any Letter of Credit to be issued by such
Issuing Lender hereunder), any other Foreign Currency, so long as, in respect of
any such specified Currency or other Foreign Currency, at such time (a) such
Currency is dealt with in the London interbank deposit market, (b) such Currency
is freely transferable and convertible into Dollars in the London foreign
exchange market and (c) no central bank or other governmental authorization in
the country of issue of such Currency (including, in the case of the euro, any
authorization by the European Central Bank) is required to permit use of such
Currency (i) by any Lender for making any Loan hereunder and/or to permit the
Borrower to borrow and repay the principal thereof and to pay the interest
thereon or (ii) by any Issuing Lender for issuing or making any disbursement
with respect to any Letter of Credit hereunder and/or to permit the applicable
Account Party to reimburse any Issuing Lender for any such disbursement or pay
the interest thereon or to permit any Lender to acquire a participation interest
in any Letter of Credit or make any payment to the Issuing Lender in
consideration therefor, unless in each case such authorization has been obtained
and is in full force and effect.

       "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate for such day plus 0.50%. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, as the case may be.

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

       "Applicable Rate" means, for any day, with respect to any Syndicated
Eurocurrency Loan, or with respect to the facility fees or participation fees in
respect of Letters of Credit payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "Eurocurrency
Spread", "Facility Fee Rate" or "Letter of Credit Rate", respectively, based
upon the ratings by Moody's and S&P, respectively, applicable on such date to
the Index Debt:


<PAGE>


                                      -3-

<TABLE>
<CAPTION>
               Index Debt Ratings                         Eurocurrency       Facility       Letter of
                 (S&P/Moody's)                               Spread          Fee Rate      Credit Rate
               ------------------                         ------------       --------      -----------
<S>            <C>                                          <C>              <C>             <C>
Category 1     greater than or equal to A- / A3              0.40%            0.10%           0.525%

Category 2     greater than or equal to BBB+ / Baa1          0.50%            0.125%          0.625%

Category 3     greater than or equal to BBB / Baa2           0.60%            0.15%           0.725%

Category 4     greater than or equal to BBB- / Baa3          0.80%            0.20%           0.925%

Category 5     less than BBB- / Baa3                         1.00%            0.25%           1.125%

</TABLE>


       For purposes of the foregoing, (i) if the ratings established or deemed
to have been established by Moody's and S&P for the Index Debt shall fall within
different Categories that are one Category apart, the Applicable Rate shall be
determined by reference to the Category of the higher of the two ratings; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories that are more than one
Category apart, the Applicable Rate shall be determined by reference to the
Category next below that of the higher of the two ratings; (iii) if only one of
Moody's and S&P shall have in effect a rating for the Index Debt, the Applicable
Rate shall be determined by reference to the Category of such rating; (iv) if
neither Moody's nor S&P shall have in effect a rating for the Index Debt (other
than by reason of the circumstances referred to in the last sentence of this
definition), then the applicable rating shall be determined by reference to
Category 5; and (v) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall be changed (other than
as a result of a change in the rating system of Moody's or S&P), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency, irrespective of when notice of such change shall have
been furnished by the Borrower to the Administrative Agent and the Lenders
pursuant to Section 5.01 or otherwise. Each change in the Applicable Rate shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody's or S&P shall change, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

       "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.
<PAGE>

                                      -4-

       "Approving Issuing Lender" means (a) with respect to any Subsidiary
Account Party that is a Foreign Subsidiary and is listed under the caption
"Subsidiary Account Parties" on the signature pages hereof, each of JPMCB and
Bank One, NA, in its capacity as an Issuing Lender, and any other Issuing Lender
which shall have approved the designation of such Foreign Subsidiary as a
Subsidiary Account Party, (b) with respect to any Subsidiary Account Party that
is a Foreign Subsidiary and has been designated as a "Subsidiary Account Party"
pursuant to Section 2.05(m), each Issuing Lender that shall have approved such
designation and (c) with respect to any Subsidiary Account Party that is not a
Foreign Subsidiary, each Issuing Lender.

       "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

       "Assuming Lender" has the meaning set forth in Section 2.08(e).

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

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

       "Borrower" means Brunswick Corporation, a Delaware corporation.

       "Borrowing" means (a) all ABR Loans made, converted or continued on the
same date or (b) all Syndicated Eurocurrency Loans or Competitive Loans of the
same Class, Type and Currency that have the same Interest Period (or any single
Competitive Loan that does not have the same Interest Period as any other
Competitive Loan of the same Type).

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

       "Business Day" means any day (a) that is not a Saturday, Sunday or (other
than with respect to determining any Interest Period) other day on which
commercial banks in New York City are authorized or required by law to remain
closed, (b) if such day relates to a Competitive Bid Request or Competitive Bid
for a Competitive Eurocurrency Loan, or to a borrowing of, a payment or
prepayment of principal of or interest on, a continuation or conversion of or
into, or the Interest Period for, a Eurocurrency Borrowing, or to a notice by
the Borrower with respect to any such borrowing, payment, prepayment,
continuation, conversion, or Interest Period, that is also a day on which
dealings in deposits denominated in the Currency of such Borrowing are carried
out in the London interbank market and (c) (i) if such day relates to a
borrowing or continuation of, a payment or prepayment of principal of or
interest on, or the Interest Period for, any Eurocurrency Borrowing denominated
in any Foreign Currency (other than euro), or to a notice by the Borrower with
respect to any such borrowing, continuation, payment, prepayment or Interest
Period, or to a notice with respect to any Letter of Credit denominated in any
Foreign Currency, that is also a day on which commercial banks and the London
foreign exchange market settle payments in the Principal Financial Center for
such

<PAGE>


                                      -5-

Foreign Currency or (ii) if such day relates to a borrowing or continuation
of, a payment or prepayment of principal of or interest on, or the Interest
Period for, any Eurocurrency Borrowing denominated in euro, or to a notice by
the Borrower with respect to any such borrowing, continuation, payment,
prepayment or Interest Period, that is also a TARGET Day.

       "Capital Lease Obligations" of any Person means 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 the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

       "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Exchange Act and the rules of the SEC thereunder as in effect on
the date hereof), of Equity Interests representing more than 30% of the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of the Borrower; (b) with respect to a tender offer (for which a
filing has been made with the SEC which purports to comply with the requirements
of the Exchange Act and the rules of the SEC thereunder as in effect on the date
hereof) made for Equity Interests of the Borrower, which tender offer has not
been negotiated and approved by the board of directors of the Borrower, the
earlier of (i) any Business Day during such tender offer when the Person or
group making such tender offer owns, directly or indirectly, beneficially or of
record, and/or has accepted for payment Equity Interests representing 25% or
more of the aggregate voting power represented by the issued and outstanding
Equity Interests of the Borrower and (ii) three Business Days before such tender
offer is to terminate unless the tender offer is withdrawn first if the Person
or group making such tender offer could own, by the terms of the tender offer
plus any Equity Interests owned by such Person or group, Equity Interests
representing 50% or more of the aggregate voting power representing by the
issued and outstanding Equity Interests of the Borrower when such tender offer
terminates; (c) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Borrower by Persons who were neither (i)
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated; or (d) the acquisition of direct or indirect Control of
the Borrower by any Person or group.

       "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or any Issuing
Lender (or, for purposes of Section 2.14(b), by any lending office of such
Lender or such Issuing Lender or by such Lender's or such Issuing Lender's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

       "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are Syndicated
Loans or Competitive Loans.

       "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
<PAGE>

                                      -6-

       "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Syndicated Loans and to acquire participations in Letters of
Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08(b), (b) increased from time
to time pursuant to Section 2.08(e), and (c) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Commitment is set forth on Schedule I, in an
agreement entered into by such Lender pursuant to Section 2.08(e) or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $350,000,000.

       "Commitment Increase" has the meaning set forth in Section 2.08(e).

       "Commitment Increase Date" has the meaning set forth in Section 2.08(e).

       "Commitment Termination Date" means November 15, 2005.

       "Commitment Utilization Day" means any day on which the sum of the total
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans equals or exceeds 33-1/3% of the total Commitments (or at any time
following the termination of the Commitments, the total Commitments in effect
immediately prior to such termination).

       "Competitive", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.04.

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

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

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

       "Consolidated EBITDA" means, for any period, the sum, for the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) Consolidated Net Income for such
period plus (b) without duplication and to the extent deducted in determining
such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for
such period, (ii) income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization for such period and (iv) all
non-cash charges to the extent deducted in determining Consolidated Net Income,
and minus (c) without duplication and to the extent included in determining such
Consolidated Net Income, any non-cash gains for such period. For the purposes of
calculating Consolidated EBITDA for any period of four consecutive fiscal
quarters (each, a "Reference Period") pursuant to any determination of the
Leverage Ratio, if during such Reference Period the Borrower or any Subsidiary
shall have made a Material Acquisition, Consolidated EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of

<PAGE>

                                      -7-

such Reference Period. As used in this definition, "Material Acquisition" means
any acquisition of property or series of related acquisitions of property that
(I) constitutes assets comprising all or substantially all of an operating unit
of a business or constitutes all or substantially all of the Equity Interests of
a Person and (II) involves the payment of consideration by the Borrower and its
Subsidiaries in excess of $100,000,000.

       "Consolidated Interest Expense" means, for any period, for the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), all interest in respect of Indebtedness (including the
interest component of any payments in respect of Capital Lease Obligations)
accrued or capitalized during such period (whether or not actually paid during
such period).

       "Consolidated Net Income" means, for any period, the net income or loss
of the Borrower and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) for such period; provided that there shall be excluded (a)
the income (or deficit) of any Person accrued prior to the date it becomes a
Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries, (b) the income (or deficit) of any Person (other
than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or any organizational or governing documents, any law, treaty, rule or
regulation or any determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to such Subsidiary.

       "Consolidated Tangible Assets" means, as of any date, the aggregate of
all assets of the Borrower and its Subsidiaries (determined on a consolidated
basis in accordance with GAAP) after deducting related depreciation,
amortization and other valuation reserves and excluding (a) any capital
write-ups resulting from reappraisals of assets or of other investments after
June 30, 2002 (other than a write-up of any assets constituting part of the
assets and business of another Person made in connection with the acquisition,
direct or indirect, of the assets and business of such other Person) except as
permitted in accordance with GAAP, (b) treasury stock and (c) patent and
trademark rights, goodwill, unamortized discounts and expenses and any other
intangible items, all in accordance with GAAP, in each case as shown in the
consolidated financial statements of the Borrower and its Subsidiaries for the
most recent fiscal quarter ended at least 30 days prior to such date.

       "Consolidated Total Indebtedness" means, as of any date, without
duplication, the sum of (a) Indebtedness for Borrowed Money (determined on a
consolidated basis without duplication in accordance with GAAP) as of such date
plus (b) Contingent Obligations as of such date to the extent that such
Contingent Obligations exceed in the aggregate $50,000,000.

       "Contingent Obligations" means (a) any agreement, undertaking or
arrangement by which the Borrower or any Restricted Subsidiary assumes,
guarantees, endorses (excluding endorsement of negotiable instruments for
collection in the ordinary course of business),


<PAGE>

                                      -8-

contingently agrees to purchase or provide funds for the payment of, or
otherwise becomes liable upon, any Indebtedness of any Person (other than the
Borrower or any Restricted Subsidiary), or agrees to maintain the net worth or
working capital or other financial condition of any such Person or otherwise
assures any creditor of any such Person against loss and (b) any take-or-pay
contract to which the Borrower or any Restricted Subsidiary is a party.
Notwithstanding the foregoing, the following shall not be deemed to be
Contingent Obligations: (x) inventory repurchase and recourse obligations of the
Borrower and its Restricted Subsidiaries incurred in the ordinary course of
business and as described in the Borrower's annual audited consolidated
financial statements; (y) all contingent obligations of the Borrower and its
Restricted Subsidiaries as an account party or applicant in respect of standby
letters of credit; and (z) the TCFC Joint Venture Obligations. The amount of any
Contingent Obligation shall, as of any date, be equal to the amount of the
obligation so guaranteed or otherwise supported on such date; provided that, if
the liability of the Borrower or any Restricted Subsidiary extending such
guaranty or support is limited with respect thereto to an amount less than the
obligations guaranteed or supported, or is limited to recourse against a
particular asset or assets of the Borrower or such Restricted Subsidiary, the
amount of the corresponding Contingent Obligation shall be limited (i) in the
case of a guaranty or other support limited by amount, to such lesser amount, or
(ii) in the case of a guaranty or other support limited by recourse to a
particular asset or assets, to the higher of (A) the fair market value of such
asset or assets as of such date and (B) the value at which such asset or assets
would, in conformity with GAAP, be reflected on, or valued for the purposes of
preparing, a consolidated balance sheet of the Borrower or such Restricted
Subsidiary as of such date.

       "Contractual Obligation" means, 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.

       "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

       "Credit Exposure" means, with respect to any Lender at any time, the sum
of the Dollar Amount of such Lender's Syndicated Loans and its LC Exposure at
such
time.

       "Currency" means Dollars or any Foreign Currency.

       "Currency Valuation Notice" has the meaning set forth in Section 2.10(b).

       "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

       "Disposition" means any sale, lease, license, transfer, assignment or
other disposition of all or any portion of the business, assets, rights,
revenues or property, real, personal or mixed, tangible or intangible, of the
Borrower or any of its Subsidiaries.
<PAGE>


                                      -9-

       "Dollar Amount" means (a) with respect to any Loan or Borrowing, (i) if
such Loan or Borrowing is denominated in Dollars, the outstanding principal
amount thereof and (ii) if such Loan or Borrowing is denominated in a Foreign
Currency, the Dollar Equivalent thereof, (b) with respect to any Letter of
Credit, (i) if such Letter of Credit is denominated in Dollars, the undrawn
amount thereof and (ii) if such Letter of Credit is denominated in a Foreign
Currency, the Dollar Equivalent thereof and (c) with respect to any LC
Disbursement, (i) if such LC Disbursement is denominated in Dollars, the amount
thereof and (ii) if such LC Disbursement is denominated in a Foreign Currency,
the Dollar Equivalent thereof.

       "Dollar Equivalent" means:

       (a) with respect to any Borrowing or Loan denominated in any Foreign
Currency, the amount of Dollars that would be required to purchase an amount of
such Foreign Currency equal to the outstanding principal amount of such
Borrowing or Loan if such purchase were made (i) in the case of any
determination made on any Quarterly Date under Section 2.10(b), on such
Quarterly Date, (ii) in the case of any determination made upon receipt by the
Administrative Agent of any Currency Valuation Notice under Section 2.10(b), (A)
if such Currency Valuation Notice is received by the Administrative Agent prior
to 11:00 a.m., New York City time, on a Business Day, on such Business Day or
(B) if such Currency Valuation Notice is otherwise received, on the first
Business Day after such Currency Valuation Notice is received, (iii) in the case
of any redenomination under the last sentence of Section 2.17(a), on the date of
such redenomination or (iv) in any other case, on the date two Business Days
prior to the date of such Borrowing or Loan, determined in accordance with the
last sentence of the definition of the term "Interest Period";

       (b) with respect to any Letter of Credit denominated in any Foreign
Currency, the amount of Dollars that would be required to purchase an amount of
such Foreign Currency equal to the undrawn amount of such Letter of Credit if
such purchase were made (i) in the case of any determination made on any
Quarterly Date under Section 2.10(b), on such Quarterly Date, (ii) in the case
of any determination made upon receipt by the Administrative Agent of any
Currency Valuation Notice under Section 2.10(b), (A) if such Currency Valuation
Notice is received by the Administrative Agent prior to 11:00 a.m., New York
City time, on a Business Day, on such Business Day or (B) if such Currency
Valuation Notice is otherwise received, on the first Business Day after such
Currency Valuation Notice is received or (iii) in any other case, on the date
two Business Days prior to the date of issuance of (or, if later, on the date of
any Issuing Lender's LC Disbursement with respect to) such Letter of Credit;

       (c) with respect to any LC Disbursement denominated in any Foreign
Currency, the amount of Dollars that would be required to purchase an amount of
such Foreign Currency equal to the amount of such LC Disbursement if such
purchase were made (i) in the case of any determination of the amount which any
Lender is obligated to pay to the applicable Issuing Lender pursuant to Section
2.05(e) in respect of any such LC Disbursement, on the date of the request by
such Issuing Lender for such payment or, if earlier, on the date of any
redenomination under the last sentence of Section 2.17(a) or (ii) in any other
case, on the date of such LC Disbursement; and
<PAGE>

                                      -10-

       (d) with respect to any reimbursement obligation of any Account Party
denominated in any Foreign Currency that is redenominated pursuant to the last
sentence of Section 2.17(a), the amount of Dollars that would be required to
purchase an amount of such Foreign Currency equal to the amount of such
reimbursement obligation (before giving effect to such redenomination) if such
purchase were made on the date of such redenomination, in each case based upon
the spot selling rate at which the Person serving as the Administrative Agent
offers to sell such Foreign Currency for Dollars in the London foreign exchange
market at approximately 11:00 a.m., London time, for delivery two Business Days
later.

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

       "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

       "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, or to the management, release or threatened release of any Hazardous
Material.

       "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

       "Equity Interests" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any such
equity interest.

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

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

       "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or

<PAGE>

                                      -11-

Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan other than PBGC premiums due but not delinquent
under Section 4007 of ERISA; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

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

       "euro" means the single currency of Participating Member States of the
European Union, which shall be an Agreed Foreign Currency and a Foreign Currency
under this Agreement.

       "Event of Default" has the meaning set forth in Article VII.

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

       "Excluded Taxes" means, with respect to the Administrative Agent or any
Lender, or with respect to any payment to be made to any recipient thereof by or
on account of any obligation of the Borrower or any Subsidiary Account Party
hereunder or under any other Loan Document, (a) income or franchise taxes
imposed on (or measured by) such Person's net income by the United States of
America, or by the jurisdiction under the laws of which such Person is organized
or in which such Person's principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower or any Subsidiary Account Party
is located and (c) in the case of a Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.18(b)), any withholding tax that is
imposed on amounts payable to such Lender at the earlier of the time such Lender
becomes a party to this Agreement or the time such Lender becomes a party to any
other Loan Document or is attributable to such Lender's failure or inability
(other than as a result of a Change in Law) to comply with Section 2.16(e),
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 or any
Subsidiary Account Party with respect to such withholding tax pursuant to
Section 2.16(a).

<PAGE>

                                      -12-

       "Existing Credit Agreement" means the Credit Agreement dated as of May
22, 1997 among the Borrower, the Lenders party thereto and JPMCB (formerly known
as The Chase Manhattan Bank), as Administrative Agent, as amended and in effect
on the date hereof.

       "Existing Letters of Credit" has the meaning set forth in Section
2.05(l).

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

       "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

       "Fixed Rate" means, with respect to any Competitive Loan (other than a
Competitive Eurocurrency Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid. When
used in reference to any Loan or Borrowing, "Fixed Rate" refers to whether such
Loan, or the Loans constituting such Borrowing, are Competitive Loans bearing
interest at a Fixed Rate.

       "Foreign Currency" means at any time any Currency other than Dollars.

       "Foreign Currency Equivalent" means, with respect to any amount in
Dollars, the amount of any Foreign Currency that could be purchased with such
amount of Dollars using the reciprocal of the foreign exchange rate(s) specified
in the definition of the term "Dollar Equivalent", as determined by the
Administrative Agent.

       "Foreign Lender" means any Lender that is not a "United States Person" as
defined in Section 7701(a)(30) of the Code.

       "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof.

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

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

       "Guaranteed Obligations" has the meaning set forth in Section 9.01.

<PAGE>

                                      -13-

       "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

       "Increasing Lender" has the meaning set forth in Section 2.08(e).

       "Indebtedness" means, without duplication, (a) with respect to any Person
(including the Borrower and its Restricted Subsidiaries), all indebtedness,
liabilities and other monetary obligations of such Person for (i) obligations
for borrowed money or evidenced by bonds, debentures, notes or similar
instruments, (ii) obligations representing the deferred purchase price of
property or services other than accounts payable arising in connection with the
purchase of inventory on terms customary in the trade, (iii) Capital Lease
Obligations and (iv) obligations (other than Contingent Obligations) in respect
of bankers' acceptances and (b) with respect to the Borrower and its Restricted
Subsidiaries only, all indebtedness, liabilities and other monetary obligations
of such Person for (i) amounts deemed to be Indebtedness under Section 6.03(d)
and (ii) the TCFC Joint Venture Obligations (but only to the extent such
obligations constitute "Indebtedness" within the meaning of this definition
(other than clause (b) hereof) and to the extent the Borrower or any Restricted
Subsidiary shall be liable in respect thereof).

       "Indebtedness for Borrowed Money" means, without duplication, the sum for
the Borrower and each of its Restricted Subsidiaries of Indebtedness of such
Person described in clauses (a)(i), (a)(iii) and (b)(i) of the definition of
"Indebtedness", but shall exclude (a) notes, bills and checks presented in the
ordinary course of business by such Person to banks for collection or deposit
and (b) with respect to the Borrower and its Restricted Subsidiaries, all
obligations of the Borrower and its Restricted Subsidiaries of the character
referred to in this definition to the extent owing to the Borrower or any of its
Restricted Subsidiaries.

       "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

       "Interest Election Request" means a request by the Borrower to convert or
continue a Syndicated Borrowing in accordance with Section 2.07.

       "Interest Payment Date" means (a) with respect to any ABR Loan, each
Quarterly Date, (b) with respect to any Eurocurrency Loan, the last day of each
Interest Period therefor and, in the case of any Interest Period for a
Eurocurrency Loan of more than three months' duration, each day prior to the
last day of such Interest Period that occurs at three-month intervals after the
first day of such Interest Period and (c) with respect to any Fixed Rate Loan,
the last day of the Interest Period therefor and, in the case of any Interest
Period for a Fixed Rate Loan of more than 90 days' duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest Period that occurs at 90-day intervals


<PAGE>

                                      -14-

after the first day of such Interest Period, and any other dates that are
specified in the applicable Competitive Bid Request as Interest Payment Dates
with respect to such Loan.

       "Interest Period" means:

       (a) for any Syndicated Eurocurrency Loan or Borrowing, the period
commencing on the date of such Loan or Borrowing and ending (i) fourteen days
thereafter or (ii) on the numerically corresponding day in the calendar month
that is one, two, three, six or (with the consent of each Lender) nine months
thereafter, or, with respect to such portion of any Syndicated Eurocurrency Loan
or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on
the Commitment Termination Date, a period of less than one month's duration
commencing on the date of such Loan or Borrowing and ending on the Commitment
Termination Date, as specified in the applicable Borrowing Request or Interest
Election Request;

       (b) for any Competitive Eurocurrency Loan or Borrowing, the period
commencing on the date of such Loan or Borrowing and ending fourteen days
thereafter, on the numerically corresponding day in the calendar month that is
one, two, three, six or nine months thereafter or, with respect to such portion
of any Competitive Eurocurrency Loan or Borrowing denominated in a Foreign
Currency that is scheduled to be repaid on the Commitment Termination Date a
period of less than one month's duration commencing on the date of such Loan or
Borrowing and ending on the Commitment Termination Date, as specified in the
applicable Competitive Bid Request; and

       (c) for any Fixed Rate Loan or Borrowing, the period (which shall not be
less than seven days or more than 360 days) commencing on the date of such Loan
or Borrowing and ending on the date specified in the applicable Competitive Bid
Request;

provided that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing (other than an Interest
Period pertaining to a Eurocurrency Borrowing denominated in a Foreign Currency
that ends on the Commitment Termination Date that is permitted to be of less
than one month's duration as provided in this definition) that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Loan initially shall be the
date on which such Loan is made and, in the case of a Syndicated Loan,
thereafter shall be the effective date of the most recent conversion or
continuation of such Loan, and the date of a Syndicated Borrowing comprising
Loans that have been converted or continued shall be the effective date of the
most recent conversion or continuation of such Loans.

       "Issuing Lender" means JPMCB, Bank One, NA and each other Lender
designated by the Borrower as an "Issuing Lender" hereunder that has agreed to
such designation (and is reasonably acceptable to the Administrative Agent),
each in its capacity as an issuer of one or more Letters of Credit hereunder,
and its successors in such capacity as provided in


<PAGE>

                                      -15-

Section 2.05(j), in each case so long as such Person shall remain an Issuing
Lender hereunder. Any Issuing Lender may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of such Issuing Lender, in
which case the term "Issuing Lender" shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.

       "JPMCB" means JPMorgan Chase Bank.

       "LC Disbursement" means a payment made by any Issuing Lender pursuant to
a Letter of Credit.

       "LC Exposure" means, at any time, the sum of (a) the aggregate Dollar
Amount of all outstanding Letters of Credit at such time plus (b) the aggregate
Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on
behalf of the Account Parties at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

       "Lenders" means the Persons listed on Schedule 1.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Assumption
or as an Assuming Lender pursuant to Section 2.08(e), other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption.
Without limiting the foregoing, for purposes of the definitions of "Excluded
Taxes" and "Foreign Lender" and for purposes of Sections 2.05(k), 2.16 and 2.18,
the term "Lenders" shall include the Lenders in their respective capacities as
Issuing Lenders (if any), unless the context otherwise requires.

       "Letter of Credit" means any standby letter of credit issued or continued
pursuant to this Agreement.

       "Letter of Credit Documents" means, with respect to any Letter of Credit,
collectively, any application therefor and any other agreements, instruments,
guarantees or other documents (whether general in application or applicable only
to such Letter of Credit) governing or providing for (a) the rights and
obligations of the parties concerned or at risk with respect to such Letter of
Credit or (b) any collateral security for any of such obligations, each as the
same may be modified and supplemented and in effect from time to time.

       "Leverage Ratio" means, as of any date, the ratio of (a) Consolidated
Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending on or most recently ended prior to such
date.

       "LIBO Rate" means, for the Interest Period for any Eurocurrency Borrowing
denominated in any Currency, the rate appearing on the Screen at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as LIBOR for deposits denominated in such Currency with a
maturity comparable to such Interest Period. In the event that such rate is not
available on the Screen at such time for any reason, then the LIBO Rate for such
Interest Period shall be the rate at which deposits in such Currency in the
amount of $5,000,000 (or the Foreign Currency Equivalent) and for a maturity
comparable to such Interest Period are offered by the principal London office of
the Person serving as the Administrative Agent in immediately available funds in
the London interbank market at


<PAGE>

                                      -16-

approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

       "LIBOR" means, for any Currency, the rate at which deposits denominated
in such Currency are offered to leading banks in the London interbank market.

       "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset and (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset.

       "Loan Documents" means, collectively, (a) this Agreement, (b) with
respect to any Subsidiary Account Party, the Subsidiary Joinder Agreement to
which it is a party and (c) the Letter of Credit Documents.

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

       "Local Time" means (a) with respect to any Loan or Letter of Credit
denominated in or any payment to be made in Dollars, New York City time, (b)
with respect to any Loan or Letter of Credit denominated in or any payment to be
made in any Foreign Currency (other than euro), the local time in the Principal
Financial Center for the currency in which such Loan or Letter of Credit is
denominated or such payment is to be made and (c) with respect to any Loan or
Letter of Credit denominated in or any payment to be made in euro, the local
time in London, England.

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

       "Margin Stock" means "margin stock" within the meaning of Regulations T,
U and X of the Board.

       "Material Adverse Effect" means a material adverse effect on (a) the
business, financial condition, prospects or results of operations of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower
or any Subsidiary Account Party to perform any of its obligations under this
Agreement or any of the other Loan Documents or (c) the rights of or benefits
available to the Lenders under this Agreement or any of the other Loan
Documents.

       "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit) or Contingent Obligations, or obligations in respect of one
or more Swap Agreements, of any one or more of the Borrower and its Restricted
Subsidiaries in an aggregate principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of any Person in respect of any Swap Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that such
Person would be required to pay if such Swap Agreement were terminated at such
time.


<PAGE>


                                      -17-

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

       "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA which is contributed to by either the Borrower or an ERISA
Affiliate.

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

       "Participant" has the meaning set forth in Section 10.04.

       "Participating Member State" means any member state of the European
Community that adopts or has adopted the euro as its lawful currency in
accordance with the legislation of the European Union relating to the European
Monetary Union.

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

       "Periodic Reports" has the meaning set forth in Section 3.06(a).

       "Permitted Encumbrances" means:

       (a) Liens imposed by law for taxes, assessments or governmental charges
    or levies on property that are not yet due or thereafter can be paid without
    penalty or are being contested in compliance with Section 5.04;

       (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
    servicemen's and other like Liens imposed by law, arising in the ordinary
    course of business and securing obligations that are not overdue by more
    than 60 days or are being contested in compliance with Section 5.04;

       (c) pledges and deposits (including letters of credit, surety bonds and
    other escrowed or trust holdings) made in the ordinary course of business in
    compliance with workers' compensation laws, unemployment, general liability
    and other insurance, old age pensions and other social security or
    retirement benefits, or similar laws or regulations;

       (d) Liens incurred over cash deposits and other investments to secure the
    performance of bids, trade contracts, leases, statutory obligations, surety
    and appeal bonds, performance bonds and other obligations of a like nature,
    in each case in the ordinary course of business;

       (e) judgment liens in respect of judgments that do not constitute an
    Event of Default under clause (j) of Article VII;
<PAGE>


                                      -18-

       (f) easements, zoning restrictions, rights-of-way and similar
    encumbrances or charges on real property imposed by law or arising in the
    ordinary course of business that do not materially detract from the value of
    the affected property or interfere with the ordinary conduct of business of
    the Borrower or any Subsidiary; and

       (g) bankers' liens and rights of setoff arising by operation of law and
    contractual rights of setoff.

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

       "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

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

       "Principal Financial Center" means, in the case of any Currency, the
principal financial center where such Currency is cleared and settled, as
determined by the Administrative Agent.

       "Quarterly Dates" means the last Business Day of March, June, September
and December in each year, the first of which shall be the first such day after
the date hereof.

       "Register" has the meaning set forth in Section 10.04(b).

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

       "Required Lenders" means, at any time, Lenders having Credit Exposures
and unused Commitments representing more than 50% of the sum of the total Credit
Exposures and unused Commitments at such time (provided that, for purposes of
declaring the Loans to be due and payable pursuant to Article VII, and for all
purposes after the Loans become due and payable pursuant to Article VII or the
Commitments expire or terminate, the outstanding Competitive Loans of the
Lenders shall be included in their respective Credit Exposures in determining
the Required Lenders).

       "Restricted Subsidiary" means any Subsidiary other than each Subsidiary
which is a general partner in a partnership formed to own, lease or operate
bowling centers.

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


<PAGE>


                                      -19-

       "Screen" means, for any Currency, the relevant display page for LIBOR for
such Currency (as determined by the Administrative Agent) on the Telerate
Service; provided that, if the Administrative Agent determines that there is no
such relevant display page for LIBOR for such Currency, "Screen" means the
relevant display page for LIBOR for such Currency (as determined by the
Administrative Agent) on the Reuters Monitor Money Rates Service.

       "SEC" means the United States Securities and Exchange Commission,
together with any successor agency responsible for the administration and
enforcement of the Securities Act of 1933, as amended from time to time, and the
Exchange Act.

       "Statutory Reserve Rate" means, for the Interest Period for any
Syndicated Eurocurrency Borrowing, a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the arithmetic mean, taken over each day in such Interest Period, of
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the person serving as Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

       "Subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held. Unless otherwise specified, "Subsidiary"
means a Subsidiary of the Borrower.

       "Subsidiary Account Party" means each Subsidiary of the Borrower that is
listed under the caption "Subsidiary Account Parties" on the signature pages
hereof and each other Subsidiary of the Borrower that shall become a Subsidiary
Account Party pursuant to Section 2.05(m), so long as such Subsidiary shall
remain a Subsidiary Account Party hereunder.

       "Subsidiary Joinder Agreement" means a Subsidiary Joinder Agreement
entered into by the Borrower and a Subsidiary of the Borrower pursuant to
Section 2.05(m), substantially in the form of Exhibit B or any other form
approved by the Administrative Agent.

       "Substantial Portion" means, with respect to the property of the Borrower
and its Subsidiaries, such property which (a) represents more than 20% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries for
the most recent fiscal quarter ended at least 30 days prior to the


<PAGE>


                                      -20-

date when such determination is made, or (b) is responsible for more than 20% of
the consolidated net sales of the Borrower and its Subsidiaries as reflected in
the financial statements of the Borrower and its Subsidiaries for the
twelve-month period ending on the last day of the fiscal quarter referred to in
clause (a) above.

       "Swap Agreement" means 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 the Subsidiaries shall be a Swap Agreement.

       "Syndicated", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.01.

       "TARGET Day" means any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer payment system (or any successor
settlement system as determined by the Administrative Agent) is open for the
settlement of payments in euro.

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

       "TCFC Joint Venture" means a joint venture company (a majority of the
Equity Interest of which shall be owned by Transamerica Commercial Finance
Corporation or one of its Subsidiaries and remainder thereof by the Borrower
and/or any Subsidiary of the Borrower) in connection with an asset
securitization, financing or other similar transaction, program or arrangement
to be undertaken by such joint venture company.

       "TCFC Joint Venture Obligations" means any and all agreements,
undertakings, arrangements and other contractual obligations of the Borrower and
its Subsidiaries to make loans or advances, or guarantee the obligations of, or
purchase or otherwise acquire any capital stock, obligations or other securities
of, make any capital contribution to, or otherwise invest in, the TCFC Joint
Venture.

       "Transactions" means the execution, delivery and performance by the
Borrower and each Subsidiary Account Party of this Agreement and the other Loan
Documents, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

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


<PAGE>


                                      -21-

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

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

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

       SECTION 1.04. Accounting Terms; GAAP; Fiscal Year. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or any change in the application
of GAAP on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith. To enable the ready and consistent determination of compliance with
the covenants set forth in Article VI, the Borrower will not change its fiscal
year from a fiscal year consisting of four fiscal quarters ending on December
31, each fiscal quarter of which is comprised of three fiscal months consisting
of a first fiscal month of four calendar weeks, a second fiscal month of four
calendar weeks and a third fiscal month of five calendar weeks.

<PAGE>



                                      -22-

       SECTION 1.05. Currencies; Currency Equivalents. (a) At any time, any
reference in the definition of the term "Agreed Foreign Currency" or in any
other provision of this Agreement to the Currency of any particular country
means the lawful currency of such country at such time whether or not the name
of such Currency is the same as it was on the date hereof.

       (b) Wherever in this Agreement in connection with a Borrowing or Loan an
amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing or Loan is denominated in a Foreign Currency, such amount
shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded
to the nearest 1,000 units of such Foreign Currency).

       (c) Each obligation hereunder of any party hereto that is denominated in
a Currency of a country that is not a Participating Member State on the date
hereof shall, effective from the date on which such country becomes a
Participating Member State, be redenominated in euro in accordance with the
legislation of the European Union applicable to the European Monetary Union;
provided that, if and to the extent that any such legislation provides that any
such obligation of any such party payable within such Participating Member State
by crediting an account of the creditor can be paid by the debtor either in euro
or such Currency, such party shall be entitled to pay or repay such amount
either in euro or in such Currency. If the basis of accrual of interest or fees
expressed in this Agreement with respect to an Agreed Foreign Currency of any
country that becomes a Participating Member State after the date on which such
currency becomes an Agreed Foreign Currency shall be inconsistent with any
convention or practice in the interbank market for the basis of accrual of
interest or fees in respect of the euro, such convention or practice shall
replace such expressed basis effective as of and from the date on which such
country becomes a Participating Member State; provided that, with respect to any
Borrowing denominated in such currency that is outstanding immediately prior to
such date, such replacement shall take effect at the end of the Interest Period
therefor. Without prejudice to the respective liabilities of the Borrower and
the Subsidiary Account Parties to the Lenders and of the Lenders to the Borrower
and the Subsidiary Account Parties under or pursuant to this Agreement, each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time reasonably
specify to be necessary or appropriate to reflect the introduction or changeover
to the euro in any country that becomes a Participating Member State after the
date hereof.

                                   ARTICLE II

                                   THE CREDITS

       SECTION 2.01. The Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Syndicated Loans in Dollars or in any
Agreed Foreign Currency to the Borrower from time to time during the
Availability Period in an aggregate principal amount that will not result in (a)
such Lender's Credit Exposure exceeding such Lender's Commitment, (b) the
aggregate Dollar Amount of all Syndicated Loans denominated in Agreed Foreign
Currencies exceeding $100,000,000 or (c) the sum of the total Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans exceeding
the total

<PAGE>


                                      -23-

Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Syndicated Loans.

       SECTION 2.02. Loans and Borrowings.

       (a) Obligations of Lenders. Each Syndicated Loan shall be made as part of
a Borrowing consisting of Loans of the same Currency and Type made by the
Lenders ratably in accordance with their respective Commitments. Each
Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.04. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments and Competitive Bids of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

       (b) Type of Loans. Subject to Section 2.13, each Syndicated Borrowing
shall be constituted entirely of ABR Loans or of Eurocurrency Loans denominated
in a single Currency as the Borrower may request in accordance herewith. Each
ABR Loan and each Competitive Loan shall be denominated in Dollars. Each Lender
at its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

       (c) Minimum Amounts; Limitation on Number of Borrowings. Each Syndicated
Eurocurrency Borrowing shall be in an aggregate amount of $5,000,000 or a larger
multiple of $1,000,000. Each ABR Borrowing shall be in an aggregate amount equal
to $5,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the
total Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(f). Each Competitive Borrowing
shall be in an aggregate amount equal to $5,000,000 or a larger multiple of
$1,000,000. Borrowings of more than one Class, Currency and Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of eight Syndicated Eurocurrency Borrowings outstanding.

       (d) Limitations on Interest Periods. Notwithstanding any other provision
of this Agreement, the Borrower shall not be entitled to request (or to elect to
convert to or continue as a Syndicated Eurocurrency Borrowing) any Borrowing if
the Interest Period requested therefor would end after the Commitment
Termination Date.

       SECTION 2.03. Requests for Syndicated Borrowings.

       (a) Notice by the Borrower. To request a Syndicated Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (i)
in the case of a Syndicated Eurocurrency Borrowing denominated in Dollars, not
later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing, (ii) in the case of a Syndicated Eurocurrency
Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., London
time, four Business Days before the date of the proposed Borrowing or (iii) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be


<PAGE>

                                      -24-

confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower.

       (b) Content of Borrowing Requests. Each telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:

       (i) the Currency and the aggregate amount (denominated in such Currency)
    of the requested Borrowing;

       (ii) the date of such Borrowing, which shall be a Business Day;

       (iii) in the case of a Syndicated Borrowing denominated in Dollars,
    whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
    Borrowing;

       (iv) in the case of a Syndicated Eurocurrency Borrowing, the Interest
    Period therefor, which shall be a period contemplated by the definition of
    the term "Interest Period" and permitted under Section 2.02(d); and

       (v) the location and number of the Borrower's account to which funds are
    to be disbursed, which shall comply with the requirements of Section 2.06.

       (c) Notice by the Administrative Agent to the Lenders. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

       (d) Failure to Elect. If no election as to the Currency of a Syndicated
Borrowing is specified, then the requested Syndicated Borrowing shall be
denominated in Dollars. If no election as to the Type of a Syndicated Borrowing
is specified, then the requested Borrowing shall be an ABR Borrowing unless an
Agreed Foreign Currency has been specified, in which case the requested
Syndicated Borrowing shall be a Eurocurrency Borrowing denominated in such
Agreed Foreign Currency. If no Interest Period is specified with respect to any
requested Syndicated Eurocurrency Borrowing, (i) if the Currency specified for
such Borrowing is Dollars (or if no Currency has been so specified), the
requested Borrowing shall be made instead as an ABR Borrowing, and (ii) if the
Currency specified for such Borrowing is an Agreed Foreign Currency, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration.

       SECTION 2.04. Competitive Bid Procedure.

       (a) Requests for Bids by the Borrower. Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans denominated
in Dollars; provided that the sum of the total Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans at any time shall
not exceed the total Commitments. To request Competitive Bids, the Borrower
shall notify the Administrative Agent of such request by telephone, in the case
of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the



<PAGE>


                                      -25-

proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than
10:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that the Borrower may submit up to (but not more than) five
Competitive Bid Requests on the same day, but a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid Request, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto
rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.02:

       (i) the aggregate amount of the requested Borrowing;

       (ii) the date of such Borrowing, which shall be a Business Day;

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

       (iv) the Interest Period for such Borrowing, which shall be a period
    contemplated by the definition of the term "Interest Period" and permitted
    under Section 2.02(d); and

       (v) the location and number of the Borrower's account to which funds are
    to be disbursed, which shall comply with the requirements of Section 2.06.

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

       (b) Making of Bids by Lenders. Each Lender may (but shall not have any
obligation to) make one or more Competitive Bids to the Borrower in response to
a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must be received by the Administrative
Agent by telecopy, in the case of a Competitive Eurocurrency Borrowing, not
later than 9:30 a.m., New York City time, three Business Days before the
proposed date of such Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be $5,000,000 or a larger multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing
requested by the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period for each such Loan and the last day thereof.

<PAGE>



                                      -26-

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

       (d) Acceptance of Bids by the Borrower. Subject only to the provisions of
this paragraph, the Borrower may accept or reject any Competitive Bid. The
Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopy in a form approved by the Administrative Agent, whether and to what
extent it has decided to accept or reject each Competitive Bid, in the case of a
Competitive Eurocurrency Borrowing, not later than 10:30 a.m., New York City
time, three Business Days before the date of the proposed Competitive Borrowing,
and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York
City time, on the proposed date of the Competitive Borrowing; provided that (i)
the failure of the Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) of this proviso, the Borrower may accept Competitive Bids at the
same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) of this proviso, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a principal amount of
$5,000,000 or a larger multiple of $1,000,000; provided further that if a
Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) of the first proviso of this paragraph, such
Competitive Loan may be in an amount of $1,000,000 or any multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to such clause
(iv) the amounts shall be rounded to multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.

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

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

<PAGE>


                                      -27-

       SECTION 2.05. Letters of Credit.

       (a) General. Subject to the terms and conditions set forth herein, in
addition to the Loans provided for in Section 2.01 which the Borrower may
request, the Borrower may request any Issuing Lender to issue, and any
Subsidiary Account Party may request any Approving Issuing Lender with respect
to such Subsidiary Account Party to issue, at any time and from time to time
during the Availability Period, Letters of Credit denominated in Dollars or in
any Agreed Foreign Currency for its own account in such form as is acceptable to
such Issuing Lender in its reasonable determination. Letters of Credit issued
hereunder shall constitute utilization of the Commitments. Notwithstanding
anything herein to the contrary, no Issuing Lender shall be required to issue
Letters of Credit for account of a Subsidiary Account Party unless such Issuing
Lender is an Approving Issuing Lender with respect to such Subsidiary Account
Party.

       (b) Notice of Issuance, Amendment, Renewal or Extension. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), an Account Party shall hand deliver or telecopy
(or transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Lender of such Letter of Credit) to such Issuing Lender
and the Administrative Agent (reasonably in advance of the requested date of
issuance, amendment, renewal or extension) a notice requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (d) of this Section), the amount and
Currency of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend,
renew or extend such Letter of Credit. If requested by such Issuing Lender, such
Account Party also shall submit a letter of credit application on such Issuing
Lender's standard form in connection with any request for a Letter of Credit. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by an Account Party to, or entered into
by an Account Party with, any Issuing Lender relating to any Letter of Credit,
the terms and conditions of this Agreement shall control.

       (c) Limitations on Amounts. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the applicable Account Party shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure of the Issuing Lenders
(determined for these purposes without giving effect to the participations
therein of the Lenders pursuant to paragraph (e) of this Section) shall not
exceed $100,000,000 and (ii) the sum of the total Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans shall not exceed the
total Commitments.

       (d) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date twelve months after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, twelve months after the then-current expiration date of such
Letter of Credit, so long as such renewal or extension occurs


<PAGE>


                                      -28-

within three months of such then-current expiration date) and (ii) the date that
is five Business Days prior to the Commitment Termination Date.

       (e) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) by the Issuing
Lender, and without any further action on the part of the Issuing Lender of such
Letter of Credit or the Lenders, such Issuing Lender hereby grants to each
Lender, and each Lender hereby acquires from such Issuing Lender, a
participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments.

       In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided in
paragraph (f) below, to pay to the Administrative Agent, for account of the
Issuing Lender of each Letter of Credit, an amount in Dollars equal to such
Lender's Applicable Percentage of the Dollar Amount of each LC Disbursement made
by such Issuing Lender promptly upon the request of such Issuing Lender at any
time from the time of such LC Disbursement until such LC Disbursement is
reimbursed by the applicable Account Party or at any time after any
reimbursement payment is required to be refunded to such Account Party for any
reason. Such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each such payment shall be made in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to such Issuing Lender the
amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the applicable Account Party pursuant
to the next following paragraph, the Administrative Agent shall distribute such
payment to such Issuing Lender or, to the extent that the Lenders have made
payments pursuant to this paragraph to reimburse such Issuing Lender, then to
such Lenders and such Issuing Lender as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for
any LC Disbursement shall not constitute a Loan and shall not relieve the
applicable Account Party of its obligation to reimburse such LC Disbursement.

       (f) Reimbursement. If an Issuing Lender shall make any LC Disbursement in
respect of a Letter of Credit issued by it for account of the Borrower or any
Subsidiary Account Party (other than a Foreign Subsidiary), the Borrower or such
Subsidiary Account Party, as the case may be, shall reimburse such Issuing
Lender in respect of such LC Disbursement by paying to the Administrative Agent
in the Currency in which such Letter of Credit is denominated an amount equal to
such LC Disbursement not later than 12:00 noon, New York City time, on (i) the
Business Day that the Borrower or such Subsidiary Account Party, as the case may
be, receives notice that such LC Disbursement has been made, if such notice is
received prior to 10:00 a.m., New York City time, or (ii) the Business Day
immediately following the day that the Borrower or such Subsidiary Account
Party, as the case may be, receives such notice, if such notice is not received
prior to such time; provided that, if such LC Disbursement is made in


<PAGE>


                                      -29-

respect of a Letter of Credit for which the Borrower is the Account Party, the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that such payment be financed with all or any
portion of a Syndicated ABR Borrowing in an amount permitted under Section
2.02(c) and, to the extent so financed, the Borrower's obligation to make such
payment shall be discharged and replaced by the resulting Syndicated ABR
Borrowing (or the applicable portion thereof).

       If an Issuing Lender shall make any LC Disbursement in respect of a
Letter of Credit issued by it for account of a Subsidiary Account Party that is
a Foreign Subsidiary, such Subsidiary Account Party shall reimburse such Issuing
Lender in respect of such LC Disbursement by paying to such Issuing Lender in
the Currency in which such Letter of Credit is denominated an amount equal to
such LC Disbursement not later than 12:00 noon, local time of such Issuing
Lender, on (i) the Business Day that such Subsidiary Account Party receives
notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.,
local time (as provided above), or (ii) the Business Day immediately following
the day that such Subsidiary Account Party receives such notice, if such notice
is not received prior to such time. Such Issuing Lender shall promptly notify
the Administrative Agent of the amount and date of each such reimbursement.

       If the Borrower or such Subsidiary Account Party fails to make such
payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from such Account Party in
respect thereof and such Lender's Applicable Percentage thereof.

       Without limiting the other obligations of the Borrower hereunder, the
Borrower hereby agrees to indemnify each Issuing Lender of a Letter of Credit
denominated in a Foreign Currency for any and all costs, expenses and losses
incurred by it as a result of receiving payment or reimbursement for any LC
Disbursement thereunder from any Person in a Currency other than the Currency in
which such Letter of Credit was originally denominated. Any such amount payable
to any Issuing Lender shall be payable within 10 days after demand by such
Issuing Lender.

       (g) Obligations Absolute. The Account Parties' obligations to reimburse
LC Disbursements as provided in paragraph (f) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any Issuing Lender under a Letter of Credit against
presentation of a draft or other document that does not comply strictly with the
terms of such Letter of Credit, (iv) at any time or from time to time, without
notice to any Account Party, the time for any performance of or compliance with
any of such reimbursement obligations of any other Account Party shall be
waived, extended or renewed, (v) any of such reimbursement obligations of any
other Account Party shall be amended or otherwise modified in any respect, or
the Guarantee of any of such reimbursement obligations or any security therefor
shall be released, substituted or exchanged in whole or in part or otherwise
dealt with, (vi) any lien or security interest granted to, or in favor of, the


<PAGE>


                                      -30-

Administrative Agent or any of the Lenders as security for any of such
reimbursement obligations shall fail to be perfected, (vii) the occurrence of
any Default, (viii) the existence of any proceedings of the type described in
Section 7.01(g) or (h) with respect to any other Account Party or (if it is not
an Account Party) the Borrower, (ix) any lack of validity or enforceability of
any of such reimbursement obligations against any other Account Party or (if it
is not an Account Party) the Borrower, or (x) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of the
obligations of any Account Party hereunder.

       Neither the Administrative Agent, the Lenders nor the Issuing Lenders,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
by the Issuing Lender thereof or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Lender of such
Letter of Credit; provided that the foregoing shall not be construed to excuse
such Issuing Lender from liability to any Account Party or to any Lender which
has funded its participation hereunder in such Letter of Credit to the extent of
any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Account Parties and the Lenders to the extent
permitted by applicable law) suffered by any Account Party or any such Lender,
as the case may be, that are caused by such Issuing Lender's failure to exercise
the standard of care agreed hereunder to be applicable when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that such standard of care
shall be as follows, and that such Issuing Lender shall be deemed to have
exercised such standard of care in the absence of gross negligence or willful
misconduct on its part (as determined by a court of competent jurisdiction by
final and nonappealable judgment):

       (i) an Issuing Lender of a Letter of Credit may accept documents that
    appear on their face to be in substantial compliance with the terms of such
    Letter of Credit without responsibility for further investigation,
    regardless of any notice or information to the contrary, and may make
    payment upon presentation of documents that appear on their face to be in
    substantial compliance with the terms of such Letter of Credit; and

       (ii) an Issuing Lender of a Letter of Credit shall have the right, in its
    sole discretion, to decline to accept such documents and to make such
    payment if such documents are not in strict compliance with the terms of
    such Letter of Credit.

       (h) Disbursement Procedures. Upon presentation of documents with respect
to a demand for payment under a Letter of Credit, each Issuing Lender in respect
of such Letter of Credit shall (i) promptly notify the Administrative Agent, the
Borrower and (if different) the applicable Account Party by telephone (confirmed
by telecopy) of such demand for payment, (ii) promptly following its receipt of
such documents, examine all documents purporting to represent a demand for
payment under a Letter of Credit and (iii) promptly after such examination
notify the Administrative Agent, the Borrower and (if different) the applicable
Account Party by


<PAGE>


                                      -31-

telephone (confirmed by telecopy) whether the Issuing Lender has made or will
make an LC Disbursement under such Letter of Credit; provided that any failure
to give or delay in giving any such notice shall not relieve such Account Party
of its obligation to reimburse such Issuing Lender and the Lenders with respect
to any such LC Disbursement or (if such Account Party is a Subsidiary Account
Party) the Borrower of its guarantee of such obligation.

       (i) Interim Interest. If any Issuing Lender shall make any LC
Disbursement, then, unless the applicable Account Party shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that such Account Party
reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Loans (if such amount is denominated in Dollars) or at the overnight London
interbank offered rate for the relevant Agreed Foreign Currency determined by
the Administrative Agent in good faith (if such amount is denominated in such
Currency); provided that, if such Account Party fails to reimburse such LC
Disbursement when due pursuant to paragraph (f) of this Section, then Section
2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for
account of such Issuing Lender, except that interest accrued on and after the
date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse such Issuing Lender shall be for account of such Lender to the extent
of such payment.

       (j) Additional Issuing Lenders; Termination of Issuing Lenders. An
Issuing Lender may be added, or an existing Issuing Lender may be terminated,
under this Agreement at any time by written agreement between the Borrower, the
Administrative Agent and the relevant Issuing Lender. The Administrative Agent
shall notify the Lenders of any such addition or termination. At the time any
such termination shall become effective, the Account Parties shall pay all
unpaid fees accrued for account of the Issuing Lender being terminated pursuant
to Section 2.11(b)(ii). From and after the effective date of any such addition,
the new Issuing Lender shall have all the rights and obligations of an Issuing
Lender under this Agreement with respect to Letters of Credit to be issued
thereafter. After the termination of an Issuing Lender hereunder, the terminated
Issuing Lender shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Lender under this Agreement with respect to
any outstanding Letters of Credit issued by it prior to such termination, but
shall not be required to issue any new Letters of Credit or to renew or extend
any such outstanding Letters of Credit.

       (k) Cash Collateralization. If either (i) an Event of Default shall occur
and be continuing and the Borrower receives notice from the Administrative Agent
or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Lenders with LC Exposure representing more than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, or (ii) the
Borrower shall be required to provide cover for LC Exposure pursuant to Section
2.10, the Borrower shall immediately deposit into an account established and
maintained on the books and records of the Administrative Agent, which account
may be a "securities account" (within the meaning of Section 8-501 of the
Uniform Commercial Code as in effect in the State of New York), in the name of
the Administrative Agent and for the benefit of the Lenders, an amount in
immediately available funds in Dollars equal to, in the case of an Event of
Default, the LC Exposure as of such date plus any accrued and unpaid interest
thereon plus 5% of the LC Exposure as of such date with respect to Letters of
Credit denominated in any Foreign Currency and, in the case of cover pursuant to
Section 2.10, the


<PAGE>


                                      -32-

amount required under Section 2.10; provided that the obligation to deposit such
amount shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default described in clause (h) or (i) of Article
VII. Such deposit shall be held by the Administrative Agent as collateral for
the LC Exposure under this Agreement, and for this purpose the Borrower hereby
grants a security interest to the Administrative Agent for the benefit of the
Lenders in such collateral account and in any financial assets (as defined in
the Uniform Commercial Code) or other property held therein. The Administrative
Agent shall cause all such cash collateral to be returned to the Borrower within
three Business Days after the applicable Event of Default has been cured or
waived (so long as no other Event of Default has occurred and is continuing at
such time) or cover for LC Exposure pursuant to Section 2.10(b) is no longer
required.

       (l) Existing Letters of Credit. Each of the standby letters of credit
listed on Schedule 2.05(l) and issued prior to the date hereof by any bank or
other entity that is an Issuing Lender as of the date hereof shall
automatically, and without any action on the part of any Person, be deemed a
Letter of Credit issued and continued as of the Effective Date.

       (m) Addition and Termination of Subsidiary Account Parties. The Borrower
may request from time to time that any wholly-owned Subsidiary become a party to
this Agreement as a Subsidiary Account Party; provided that (i) such request
shall be made in writing to the Administrative Agent and specify the proposed
date (which shall be at least three Business Days after the date of such
request) on which the designation of such Subsidiary as a Subsidiary Account
Party would be effective and shall be accompanied by all necessary documentation
with respect to such Subsidiary Account Party under this paragraph (m)
(including any documents as the Administrative Agent shall reasonably request)
and (ii) such designation shall be subject to the prior approval of the
Administrative Agent and (with respect to any Foreign Subsidiary) one or more
Issuing Lenders (each of which shall become an Approving Issuing Lender with
respect to such Foreign Subsidiary upon the effectiveness of such designation),
which approval in each case shall not be unreasonably withheld or delayed. Upon
such approval, such Subsidiary shall deliver a Subsidiary Joinder Agreement
executed by such Subsidiary and the Borrower, which shall be accepted by the
Administrative Agent and (with respect to any Foreign Subsidiary) each Issuing
Lender which shall have given prior approval of the designation of such Foreign
Subsidiary as a Subsidiary Account Party, and upon such acceptance (x) the
Administrative Agent shall promptly notify the Lenders thereof and (y) such
Subsidiary shall become a party to this Agreement as an Account Party; provided
that on and as of the date of such acceptance (A) the representations and
warranties set forth in this Agreement and in the other Loan Documents shall be
true and correct on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date), (B) no Default shall have occurred and be continuing and (C) the
Administrative Agent shall have received, in respect of such proposed Subsidiary
Account Party, a process agent acceptance letter substantially in the form of
Exhibit E hereto and such other documents as the Administrative Agent shall
reasonably request, which may include other documents that are consistent with
conditions set forth in Section 4.01, each in form and substance reasonably
satisfactory to the Administrative Agent.

       The Borrower may, at any time at which a Subsidiary Account Party shall
not be an Account Party with respect to an outstanding Letter of Credit and
which shall have no unpaid


<PAGE>


                                      -33-

LC Disbursements or unpaid interest on any LC Disbursements, terminate such
Subsidiary Account Party as an Account Party hereunder by delivering an executed
notice thereof, substantially in the form of Exhibit F hereto, to the
Administrative Agent (which shall promptly notify the Lenders) and the Approving
Issuing Lenders with respect to such Subsidiary Account Party. Immediately upon
the receipt by the Administrative Agent and such Approving Issuing Lenders of
such notice, all commitments of such Approving Issuing Lenders to issue Letters
of Credit for account of such Subsidiary Account Party and all rights of such
Subsidiary Account Party hereunder shall terminate and such Subsidiary Account
Party shall immediately cease to be an Account Party hereunder; provided that
all obligations of such Subsidiary Account Party as an Account Party hereunder
arising in respect of any period in which such Subsidiary Account Party was, or
on account of any action or inaction by such Subsidiary Account Party as, an
Account Party hereunder shall survive such termination.

       SECTION 2.06. Funding of Borrowings.

       (a) Funding by Lenders. Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 1:00 p.m., Local Time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
designated by the Borrower in the applicable Borrowing Request or Competitive
Bid Request; provided that Syndicated ABR Borrowings made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be
remitted by the Administrative Agent to the relevant Issuing Lender.

       (b) Presumption by the Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate (if such Loan is denominated in Dollars) or at the overnight
London interbank offered rate for the relevant Agreed Foreign Currency
determined by the Administrative Agent in good faith (if such Loan is
denominated in such Currency) or (ii) in the case of the Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing. With respect to any share of a Borrowing not made
available by a Lender as contemplated above, if such Lender subsequently pays
its share of such Borrowing to the Administrative Agent, then the Administrative
Agent shall promptly repay any corresponding amount paid by the Borrower to the
Administrative Agent as provided in this paragraph (including interest thereon
to the extent received by the Administrative Agent); provided that such
repayment to the Borrower shall not



<PAGE>


                                      -34-

operate as a waiver or any abandonment of any rights or remedies of the Borrower
with respect to such Lender.

       SECTION 2.07. Interest Elections.

       (a) Elections by the Borrower for Syndicated Borrowings. The Loans
constituting each Syndicated Borrowing initially shall be of the Type specified
in the applicable Borrowing Request and, in the case of a Syndicated
Eurocurrency Borrowing, shall have the Interest Period specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a Borrowing of a different Type or to continue such Borrowing as a Borrowing
of the same Type and, in the case of a Syndicated Eurocurrency Borrowing, may
elect the Interest Period therefor, all as provided in this Section; provided,
however, that (i) a Syndicated Borrowing denominated in one Currency may not be
continued as, or converted to, a Syndicated Borrowing in a different Currency,
(ii) no Syndicated Eurocurrency Borrowing denominated in a Foreign Currency may
be continued if, after giving effect thereto, the sum of the total Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
would exceed the total Commitments, and (iii) a Syndicated Eurocurrency
Borrowing denominated in a Foreign Currency may not be converted to a Borrowing
of a different Type. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans constituting such
Borrowing, and the Loans constituting each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

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

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

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

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

       (iii) whether, in the case of a Borrowing denominated in Dollars, the
    resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
    and

<PAGE>


                                      -35-

       (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest
    Period therefor after giving effect to such election, which shall be a
    period contemplated by the definition of the term "Interest Period" and
    permitted under Section 2.02(d).

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

       (e) Failure to Elect; Events of Default. If the Borrower fails to deliver
a timely and complete Interest Election Request with respect to a Syndicated
Eurocurrency Borrowing prior to the end of the Interest Period therefor, then,
unless such Borrowing is repaid as provided herein, (i) if such Borrowing is
denominated in Dollars, at the end of such Interest Period such Borrowing shall
be converted to an ABR Borrowing, and (ii) if such Borrowing is denominated in a
Foreign Currency, the Borrower shall be deemed to have selected an Interest
Period of one month's duration. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then,
so long as an Event of Default is continuing (A) no outstanding Syndicated
Borrowing denominated in Dollars may be converted to or continued as a
Syndicated Eurocurrency Borrowing, (B) unless repaid, each Syndicated
Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR
Borrowing at the end of the Interest Period therefor and (C) no outstanding
Syndicated Eurocurrency Borrowing denominated in a Foreign Currency may have an
Interest Period of more than one month's duration.

       SECTION 2.08. Termination, Reduction and Increase of the Commitments.

       (a) Scheduled Termination. Unless previously terminated, the Commitments
shall terminate on the Commitment Termination Date.

       (b) Voluntary Termination or Reduction. The Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is $25,000,000 or a
larger multiple of $5,000,000 and (ii) the Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
the Syndicated Loans in accordance with Section 2.10, the sum of the total
Credit Exposures plus the aggregate principal amount of outstanding Competitive
Loans would exceed the total Commitments.

       (c) Notice of Voluntary Termination or Reduction. The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.


<PAGE>


                                      -36-

       (d) Effect of Termination or Reduction. Any termination or reduction of
the Commitments shall be permanent. Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.

       (e) Increase of the Commitments.

       (i) Requests for Increase by Borrower. The Borrower may, at any time,
    propose that the total Commitments hereunder be increased (each such
    proposed increase being a "Commitment Increase") by notice to the
    Administrative Agent, specifying each existing Lender (each an "Increasing
    Lender") and/or each additional lender (each an "Assuming Lender") that
    shall have agreed to an additional Commitment and the date on which such
    increase is to be effective (the "Commitment Increase Date"), which shall be
    a Business Day at least three Business Days after delivery of such notice
    and 30 days prior to the Commitment Termination Date; provided that:

           (A) that the minimum amount of the Commitment of any Assuming Lender,
       and the minimum amount of the increase of the Commitment of any
       Increasing Lender, as part of such Commitment Increase shall be
       $5,000,000 or a larger multiple of $1,000,000;

           (B) immediately after giving effect to such Commitment Increase, the
       total Commitments hereunder shall not exceed $400,000,000;

           (C) no Default shall have occurred and be continuing on such
       Commitment Increase Date or shall result from the proposed Commitment
       Increase;

           (D) the representations and warranties contained in this Agreement
       shall be true and correct on and as of the Commitment Increase Date as if
       made on and as of such date (or, if any such representation or warranty
       is expressly stated to have been made as of a specific date, as of such
       specific date); and

           (E) immediately after giving effect to such Commitment Increase, no
       Lender shall hold more than 20% of the total Commitments.

       (ii) Effectiveness of Commitment Increase by Borrower. The Assuming
    Lender, if any, shall become a Lender hereunder as of such Commitment
    Increase Date and the Commitment of any Increasing Lender and such Assuming
    Lender shall be increased as of such Commitment Increase Date; provided
    that:

           (x) the Administrative Agent shall have received on or prior to 9:00
       a.m., New York City time, on such Commitment Increase Date a certificate
       of a duly authorized officer of the Borrower stating that each of the
       applicable conditions to such Commitment Increase set forth in this
       paragraph (e) has been satisfied;

           (y) with respect to each Assuming Lender, the Administrative Agent
       shall have received, on or prior to 9:00 a.m., New York City time,


<PAGE>


                                      -37-

       on such Commitment Increase Date, an agreement, in form and substance
       satisfactory to the Borrower and the Administrative Agent, pursuant to
       which such Assuming Lender shall, effective as of such Commitment
       Increase Date, undertake a Commitment, duly executed by such Assuming
       Lender and the Borrower and acknowledged by the Administrative Agent; and

           (z) each Increasing Lender shall have delivered to the Administrative
       Agent, on or prior to 9:00 a.m., New York City time, on such Commitment
       Increase Date, confirmation in writing satisfactory to the Administrative
       Agent as to its increased Commitment, with a copy of such confirmation to
       the Borrower.

       (iii) Recordation into Register. Upon its receipt of confirmation from a
    Lender that it is increasing its Commitment hereunder, together with the
    certificate referred to in clause (ii)(x) above, the Administrative Agent
    shall (A) record the information contained therein in the Register and (B)
    give prompt notice thereof to the Borrower. Upon its receipt of an agreement
    referred to in clause (ii)(y) above executed by an Assuming Lender, together
    with the certificate referred to in clause (ii)(x) above, the Administrative
    Agent shall, if such agreement has been completed, (x) accept such
    agreement, (y) record the information contained therein in the Register and
    (z) give prompt notice thereof to the Borrower.

       (iv) Adjustments of Borrowings upon Effectiveness of Increase. In the
    event that the Administrative Agent shall have received notice from the
    Borrower as to any agreement with respect to a Commitment Increase on or
    prior to the relevant Commitment Increase Date and the actions provided for
    in clauses (ii)(x) through (ii)(z) above shall have occurred by 9:00 a.m.,
    New York City time, on such Commitment Increase Date, the Administrative
    Agent shall notify the Lenders (including any Assuming Lenders) of the
    occurrence of such Commitment Increase Date promptly on such date by
    facsimile transmission or electronic messaging system. On the date of such
    Commitment Increase, the Borrower shall (A) prepay the outstanding
    Syndicated Loans (if any) in full, (B) simultaneously borrow new Syndicated
    Loans hereunder in an amount equal to such prepayment, so that, after giving
    effect thereto, the Syndicated Loans are held ratably by the Lenders in
    accordance with the respective Commitments of such Lenders (after giving
    effect to such Commitment Increase) and (C) pay to the Lenders the amounts,
    if any, payable under Section 2.15.

       SECTION 2.09. Repayment of Loans; Evidence of Debt.

       (a) Repayment. The Borrower hereby unconditionally promises to pay the
Loans as follows:

       (i) to the Administrative Agent for account of the Lenders the
    outstanding principal amount of the Syndicated Loans on the Commitment
    Termination Date, and


<PAGE>

                                      -38-

       (ii) to the Administrative Agent for account of the respective Lender the
    then unpaid principal amount of each Competitive Loan of such Lender on the
    last day of the Interest Period therefor.

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

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

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

       (e) Promissory Notes. Any Lender may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to such Lender and
its registered assigns and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to such payee
and its registered assigns.

       SECTION 2.10. Prepayment of Loans.

       (a) Optional Prepayments. The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to
the requirements of this Section; provided that the Borrower shall not have the
right to prepay any Competitive Loan without the prior consent of the Lender
thereof.

       (b) Mandatory Prepayments.

       (i) Determination of Amount Outstanding. On each Quarterly Date and
promptly upon the receipt by the Administrative Agent of a Currency Valuation
Notice, the Administrative Agent shall determine (A) the sum of the total Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
and (B) the aggregate Dollar Amount of all Syndicated Loans denominated in any
Agreed Foreign Currency. Upon making such determination, the Administrative
Agent shall promptly notify the Lenders and the Borrower thereof.

<PAGE>

                                      -39-

       (ii) Prepayment. If, on the date of such determination (A) the sum
specified in clause (A) of the immediately preceding paragraph exceeds 105% of
the total Commitments as then in effect or (B) the amount specified in clause
(B) of the immediately preceding paragraph exceeds $100,000,000, the Borrower
shall, on the date of such determination, prepay the Syndicated Loans and
Competitive Loans (and/or provide cover for LC Exposure as specified in Section
2.05(k)) in such amounts as shall be necessary so that after giving effect
thereto such condition no longer exists.

       For purposes hereof, "Currency Valuation Notice" means a notice given by
the Required Lenders or by any Issuing Lender to the Administrative Agent
stating that such notice is a "Currency Valuation Notice" and requesting that
the Administrative Agent determine (A) the sum of the total Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans and (B) the
aggregate Dollar Amount of all Syndicated Loans denominated in an Agreed Foreign
Currency. Unless an Event of Default shall have occurred and be continuing, the
Administrative Agent shall not be required to make more than one valuation
determination pursuant to Currency Valuation Notices within any rolling three
month period. Any prepayment pursuant to this paragraph shall be applied, first,
to Syndicated Loans outstanding, second, as cover for LC Exposure and third, to
Competitive Loans outstanding.

       (c) Notices, Etc. The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Syndicated Eurocurrency Borrowing or of a Competitive Borrowing,
not later than 11:00 a.m., New York City time (or, in the case of a Syndicated
Borrowing denominated in a Foreign Currency, 11:00 a.m., London time), three
Business Days before the date of prepayment or (ii) in the case of prepayment of
an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08. Promptly following receipt of any such notice relating to a
Syndicated Borrowing or Competitive Borrowing, the Administrative Agent shall
advise the relevant Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of a
Borrowing of the same Type as provided in Section 2.02, except as necessary to
apply fully the required amount of a mandatory prepayment. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.12 and shall
be made in the manner specified in Section 2.17(a).

       SECTION 2.11. Fees.

       (a) Facility Fee. The Borrower agrees to pay to the Administrative Agent
for account of each Lender a facility fee, which shall accrue at the Applicable
Rate on the daily amount of the Commitment of such Lender (whether used or
unused) during the period from and including the Effective Date to but excluding
the earlier of the date such Commitment terminates and the Commitment
Termination Date; provided that, if such Lender continues to have any Credit
Exposure after its Commitment terminates, then such facility fee shall continue
to accrue


<PAGE>


                                      -40-

on the daily amount of such Lender's Credit Exposure from and including the date
on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Credit Exposure. Accrued facility fees shall be
payable on each Quarterly Date and on the earlier of the date the Commitments
terminate and the Commitment Termination Date, commencing on the first such date
to occur after the date hereof; provided that any facility fees accruing after
the date on which the Commitments terminate shall be payable on demand. All
facility fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

       (b) Letter of Credit Fees. (i) The Borrower agrees to pay to the
Administrative Agent for account of each Lender a participation fee in Dollars
with respect to its participations in Letters of Credit, which shall accrue at
the Applicable Rate on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure.

       (ii) The Account Party of any Letter of Credit agrees to pay to the
Issuing Lender of such Letter of Credit (A) a fronting fee, which shall accrue
at the rate or rates per annum and in the Currency separately agreed upon
between such Account Party and such Issuing Lender on the average daily amount
of the LC Exposure with respect to such Letter of Credit (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the date of issuance of such Letter of Credit to but excluding the
date on which there ceases to be any such LC Exposure under such Letter of
Credit and (B) such Issuing Lender's standard fees with respect to the issuance,
amendment, renewal or extension of such Letter of Credit or processing of
drawings thereunder, which shall be payable in the Currency separately agreed
upon between such Account Party and such Issuing Lender.

       (iii) Participation fees and fronting fees accrued through and including
each Quarterly Date shall be payable on the third Business Day following such
Quarterly Date, commencing on the first such date to occur after the Effective
Date; provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to any
Issuing Lender pursuant to clause (B) of paragraph (b)(ii) above shall be
payable at the times separately agreed upon between the applicable Account Party
and such Issuing Lender or otherwise within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

       (c) Administrative Agent Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.


       (d) Payment of Fees. All fees payable hereunder shall be paid on the
dates due, in Dollars (except as otherwise expressly provided in this Section)
and immediately available funds, to the Administrative Agent (or to the relevant
Issuing Lender, in the case of fees payable



<PAGE>

                                      -41-

to it) for distribution, in the case of facility fees and participation fees, to
the Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances.

       SECTION 2.12. Interest.

       (a) ABR Loans. The Loans constituting each ABR Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate plus, for any
Commitment Utilization Day, 0.125%.

       (b) Eurocurrency Loans. The Loans constituting each Eurocurrency
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated Eurocurrency Borrowing, the Adjusted LIBO Rate for the Interest
Period for such Borrowing plus the Applicable Rate plus, for any Commitment
Utilization Day, 0.125%, or (ii) in the case of a Competitive Eurocurrency
Borrowing, the LIBO Rate for the Interest Period for such Borrowing plus (or
minus, as applicable) the Margin applicable to such Loan.

       (c) Fixed Rate Loans. Each Fixed Rate Loan shall bear interest at a rate
per annum equal to the Fixed Rate applicable to such Loan.

       (d) Default Interest. Notwithstanding the foregoing, if any principal of
or interest on any Loan or any fee or other amount payable by the Borrower or
any Subsidiary Account Party hereunder is not paid when due, whether at stated
maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue
amount shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.

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

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


<PAGE>


                                      -42-

       SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of
the Interest Period for any Eurocurrency Borrowing (the Currency of such
Borrowing herein called the "Affected Currency"):

       (a) the Administrative Agent determines (which determination shall be
    conclusive absent manifest error) that adequate and reasonable means do not
    exist for ascertaining the Adjusted LIBO Rate (in the case of a Syndicated
    Eurocurrency Borrowing) or the LIBO Rate (in the case of a Competitive
    Eurocurrency Borrowing) for the Affected Currency for such Interest Period;
    or

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

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurocurrency
Borrowing denominated in the Affected Currency shall be ineffective and, if the
Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall
be continued as, or converted to, an ABR Borrowing, (ii) if the Affected
Currency is Dollars and any Borrowing Request requests a Syndicated Eurocurrency
Borrowing denominated in Dollars, such Borrowing shall be made as an ABR
Borrowing, (iii) if the Affected Currency is a Foreign Currency, any Borrowing
Request that requests a Syndicated Eurocurrency Borrowing denominated in the
Affected Currency shall be ineffective and (iv) any request by the Borrower for
a Competitive Eurocurrency Borrowing denominated in the Affected Currency shall
be ineffective; provided that if the circumstances giving rise to such notice do
not affect all the Lenders, then requests by the Borrower for Competitive
Eurocurrency Borrowings denominated in the Affected Currency may be made to
Lenders that are not affected thereby.

       SECTION 2.14. Increased Costs.

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

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

       (ii) impose on any Lender or any Issuing Lender or the London interbank
    market any other condition affecting this Agreement or Eurocurrency Loans or
    Fixed Rate Loans made by such Lender or any Letter of Credit or
    participation therein;

<PAGE>


                                      -43-

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or such Issuing Lender of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Lender hereunder (whether of principal, interest
or otherwise), then the Borrower will pay to such Lender or such Issuing Lender,
as the case may be, in Dollars, such additional amount or amounts as will
compensate such Lender or such Issuing Lender, as the case may be, for such
additional costs incurred or reduction suffered.

       (b) Capital Requirements. If any Lender or any Issuing Lender determines
that any Change in Law regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender's or such Issuing Lender's
capital or on the capital of such Lender's or such Issuing Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such Issuing Lender, to a level below that which such Lender or
such Issuing Lender or such Lender's or such Issuing Lender's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's or such Issuing Lender's policies and the policies of such Lender's or
such Issuing Lender's holding company with respect to capital adequacy), then
from time to time the Borrower will pay to such Lender or such Issuing Lender,
as the case may be, in Dollars, such additional amount or amounts as will
compensate such Lender or such Issuing Lender or such Lender's or such Issuing
Lender's holding company for any such reduction suffered.

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

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

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

<PAGE>


                                      -44-

       SECTION 2.15. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last
day of an Interest Period therefor (including as a result of an Event of
Default), (b) the conversion of any Syndicated Eurocurrency Loan other than on
the last day of an Interest Period therefor, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan or Fixed Rate Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such
notice is permitted to be revocable under Section 2.10(c) and is revoked in
accordance herewith), (d) the failure to borrow any Competitive Loan after
accepting the Competitive Bid to make such Loan, or (e) the assignment as a
result of a request by the Borrower pursuant to Section 2.18(b) of any
Syndicated Eurocurrency Loan other than on the last day of an Interest Period
therefor or of any Competitive Loan, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurocurrency Loan, the loss to any Lender attributable
to any such event shall be deemed to include an amount determined by such Lender
to be equal to the excess, if any, of (i) the amount of interest that such
Lender would pay for a deposit equal to the principal amount of such Loan
denominated in the Currency of such Loan for the period from the date of such
payment, conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the duration of the Interest Period that would have resulted from
such borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Currency (in the case of a
Syndicated Eurocurrency Loan) or the LIBO Rate for such Currency (in the case of
a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount
of interest that such Lender would earn on such principal amount for such period
if such Lender were to invest such principal amount for such period at the
interest rate that would be bid by such Lender (or an affiliate of such Lender)
for deposits denominated in such Currency from other banks in the eurocurrency
market at the commencement of such period. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

       SECTION 2.16. Taxes.

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

<PAGE>


                                      -45-

       (b) Payment of Other Taxes. In addition, the Borrower and each Subsidiary
Account Party shall pay any Other Taxes imposed on or incurred by the
Administrative Agent or a Lender to the relevant Governmental Authority in
accordance with applicable law.

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

       (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower or a Subsidiary Account Party
to a Governmental Authority, the Borrower or such Subsidiary Account Party shall
deliver to the Administrative Agent for its own account or the account of the
relevant Lender, as the case may be, the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

       (e) Exemptions; Required Certificates. If the Administrative Agent or any
Lender is entitled to an exemption from or reduction of withholding tax under
the law of the jurisdiction in which the Borrower or any Subsidiary Account
Party is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement or under any other Loan Document, such
Person shall deliver to the Borrower or such Subsidiary Account Party (with a
copy to the Administrative Agent, in the case of any such Lender), at the time
or times prescribed by applicable law or reasonably requested by the Borrower or
such Subsidiary Account Party, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate.

       Without limiting the foregoing, each Foreign Lender shall deliver to the
Borrower, the Administrative Agent, each Issuing Lender and each Subsidiary
Account Party (other than any Subsidiary Account Party that is not a "United
States Person" as defined in Section 7701(a)(30) of the Code) for account of
which such Foreign Lender has issued a Letter of Credit in its capacity as an
Issuing Lender (if any) two copies of either U.S. Internal Revenue Service Form
W-8BEN or Form W-8ECI, or, in the case of a Foreign Lender claiming exemption
from the withholding of U.S. federal income tax under Section 871(h) or 881(c)
of the Code with respect to payments of "portfolio interest," a certificate
representing that such Foreign Lender is not (i) a "bank" for purposes of
Section 881(c) of the Code, (ii) a ten-percent shareholder of the Borrower or
(if applicable) such Subsidiary Account Party (within the meaning of Section
871(h)(3)(B) of the Code) or (iii) a controlled foreign corporation related to
the Borrower or (if applicable) such Subsidiary Account Party (within the
meaning of Section

<PAGE>

                                      -46-

864(d)(4) of the Code), and a Form W-8BEN, or any subsequent versions thereof or
successors thereto, in all cases properly completed and duly executed by such
Foreign Lender claiming complete exemption from, or a reduced rate of,
withholding of U.S. federal income tax on all payments by or on account of any
obligation of the Borrower or (if applicable) such Subsidiary Account Party
under this Agreement or under any other Loan Document. Such forms shall be
delivered by each Foreign Lender on or before the date it becomes a party to
this Agreement. In addition, each Foreign Lender shall deliver such forms
immediately prior to the obsolescence or invalidity of any form previously
delivered by such Foreign Lender. Each Foreign Lender shall promptly notify the
Borrower and (if applicable) such Subsidiary Account Party at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Person(s) to whom such certificate was previously
delivered (or any other form of certification adopted by the U.S. taxing
authorities for such purpose).

       (f) Refunds. If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or any Subsidiary Account Party or
with respect to which the Borrower or any Subsidiary Account Party has paid
additional amounts pursuant to this Section, it shall pay over such refund to
the Borrower or such Subsidiary Account Party (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower or such
Subsidiary Account Party under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); provided that the Borrower and such Subsidiary Account Party, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to the Borrower or such Subsidiary Account Party (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower, any Subsidiary Account
Party or any other Person.

       SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

       (a) Payments by the Borrower and the Subsidiary Account Parties. (i) The
Borrower and each Subsidiary Account Party shall make each payment required to
be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under
any other Loan Document (except to the extent otherwise provided therein) prior
to 12:00 noon, Local Time, on the date when due, in immediately available funds,
without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
the Administrative Agent's Account, except as otherwise expressly provided in
the relevant Loan Document and except payments to be made directly to an Issuing
Lender as expressly provided herein and payments pursuant to Sections 2.14,
2.15, 2.16 and 10.03, which shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for account of any other Person to the appropriate recipient promptly
following receipt thereof. If

<PAGE>


                                      -47-

any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension.

       (ii) Prior to any repayment of any Borrowings hereunder (other than the
repayment in full of all outstanding Borrowings on the scheduled date of such
repayment), the Borrower shall select the Borrowing or Borrowings to be paid and
shall notify the Administrative Agent by telephone (confirmed by telecopy) of
such selection not later than 11:00 a.m., New York City time, three Business
Days before the scheduled date of such repayment; provided that each repayment
of Borrowings shall be applied to repay any outstanding ABR Borrowings before
any other Borrowings. If the Borrower fails to make a timely selection of the
Borrowing or Borrowings to be repaid (in accordance with the immediately
preceding sentence) or prepaid (in accordance with Section 2.10(c)), such
payment shall be applied, first, to pay any outstanding ABR Borrowings and,
second, to other Borrowings in the order of the remaining duration of their
respective Interest Periods (the Borrowing with the shortest remaining Interest
Period to be repaid first), and for these purposes, Competitive Loans shall be
deemed to be in the same Class as Syndicated Loans. Each repayment or prepayment
of a Syndicated Borrowing shall be applied ratably to the Loans included in such
Borrowing

       (iii) All amounts owing under this Agreement (including facility fees,
payments required under Section 2.14, and payments required under Section 2.15
relating to any Loan denominated in Dollars, but not including principal of, and
interest on, any Loan denominated in any Foreign Currency, payments relating to
any such Loan required under Section 2.15, reimbursement obligations in respect
of LC Disbursements made pursuant to Letters of Credit denominated in any
Foreign Currency, interest on such LC Disbursements and fees required to be paid
pursuant to Section 2.11(b) which the applicable Account Party and applicable
Issuing Lender have agreed shall be paid in any Foreign Currency, to the extent
payable in such Foreign Currency) or under any other Loan Document (except to
the extent otherwise provided therein) are payable in Dollars. Notwithstanding
the foregoing, if the Borrower or any Account Party shall fail to pay any
principal of any Loan when due (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise) or shall fail to pay any reimbursement
obligation in respect of any LC Disbursement when due, the unpaid portion of
such Loan or reimbursement obligation shall, if such Loan or reimbursement
obligation is not denominated in Dollars, automatically be redenominated in
Dollars on the due date thereof (or, in the case of any such Loan, if such due
date is a day other than the last day of the Interest Period therefor, on the
last day of such Interest Period) in an amount equal to the Dollar Equivalent
thereof and such principal or reimbursement obligation shall be payable on
demand; and if the Borrower or any Account Party shall fail to pay any interest
on any Loan that is not denominated in Dollars or on any LC Disbursement made
pursuant to a Letter of Credit that is not denominated in Dollars, such interest
shall automatically be redenominated in Dollars on the due date therefor (or, in
the case of any such Loan, if such due date is a day other than the last day of
the Interest Period therefor, on the last day of such Interest Period) in an
amount equal to the Dollar Equivalent thereof on the date of such redenomination
and such interest shall be payable on demand.

       (b) Application of Insufficient Payments. If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees then due
hereunder, such funds shall be

<PAGE>


                                      -48-

applied (i) first, to pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

       (c) Pro Rata Treatment. Except to the extent otherwise provided herein:
(i) each Syndicated Borrowing shall be made from the Lenders, each payment of
facility fees under Section 2.11 shall be made for account of the Lenders, and
each termination or reduction of the amount of the Commitments under Section
2.08 shall be applied to the respective Commitments of the Lenders, pro rata
according to the amounts of their respective Commitments; (ii) each Syndicated
Borrowing shall be allocated pro rata among the Lenders according to the amounts
of their respective Commitments (in the case of the making of Syndicated Loans)
or their respective Loans that are to be included in such Borrowing (in the case
of conversions and continuations of Loans); (iii) each payment or prepayment of
principal of Syndicated Loans by the Borrower shall be made for account of the
Lenders pro rata in accordance with the respective unpaid principal amounts of
the Syndicated Loans held by them; and (iv) each payment of interest on
Syndicated Loans by the Borrower shall be made for account of the Lenders pro
rata in accordance with the amounts of interest on such Loans then due and
payable to the respective Lenders.

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

       (e) Presumptions of Payment. Unless the Administrative Agent shall have
received notice from the Borrower or the applicable Subsidiary Account Party
prior to the date


<PAGE>


                                      -49-

on which any payment is due to the Administrative Agent for account of the
Lenders or an Issuing Lender hereunder that the Borrower or such Subsidiary
Account Party, as the case may be, will not make such payment, the
Administrative Agent may assume that the Borrower or such Subsidiary Account
Party, as the case may be, has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
such Issuing Lender, as the case may be, the amount due. In such event, if the
Borrower or such Subsidiary Account Party has not in fact made such payment,
then each of the Lenders or the relevant Issuing Lender, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such Issuing Lender with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
Federal Funds Effective Rate (if such amount is denominated in Dollars) or at
the overnight London interbank offered rate for the relevant Agreed Foreign
Currency determined by the Administrative Agent in good faith (if such amount is
denominated in such Currency).

       (f) Certain Deductions by the Administrative Agent. If any Lender shall
fail to make any payment required to be made by it pursuant to Section 2.05(e),
2.06(b) or 2.17(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

       (g) Payments in Foreign Currencies by the Administrative Agent Generally.
With respect to the payment of any amount denominated in any Foreign Currency,
the Administrative Agent shall not be liable to the Borrower, any Subsidiary
Account Party, any Lender or any Issuing Lender in any way whatsoever for any
delay, or the consequences of any delay, in the crediting to any account of any
amount required by this Agreement to be paid by the Administrative Agent if the
Administrative Agent shall have taken all relevant steps to achieve, on the date
required by this Agreement, the payment of such amount in immediately available,
freely transferable, cleared funds (in such Foreign Currency) to the account of
any Lender or any Issuing Lender in the Principal Financial Center with respect
to such Foreign Currency which the Borrower, the applicable Subsidiary Account
Party, such Lender or such Issuing Lender, as the case may be, shall have
specified for such purpose. For the purposes of this paragraph, "all relevant
steps" means all such steps as may be prescribed from time to time by the
regulations or operating procedures of such clearing or settlement system as the
Administrative Agent may from time to time determine for the purpose of clearing
or settling payments in such Foreign Currency.

       SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

       (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 2.14, or if the Borrower or any Subsidiary Account
Party is required to pay any additional amount to any Lender or any Governmental
Authority for account of any Lender pursuant to Section 2.16, then such Lender
shall use reasonable efforts to designate a different lending office for funding
or booking its Loans, LC Disbursements or participations in LC Disbursements
hereunder (as applicable) or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation

<PAGE>


                                      -50-

or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.14 or 2.16, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

       (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.14, or if the Borrower or any Subsidiary Account Party is required to
pay any additional amount to any Lender or any Governmental Authority for
account of any Lender pursuant to Section 2.16, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 10.04), all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), LC Disbursements and participations in LC Disbursements (as applicable),
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower or applicable Subsidiary Account
Party (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.14 or
payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

       The Borrower represents and warrants to the Lenders that:

       SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all requisite power and
authority to carry on its business as now conducted. Each of the Borrower and
its Subsidiaries is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required, except where the
failure to be so qualified or in good standing could not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

       SECTION 3.02. Authorization; Enforceability. The Transactions are within
the Borrower's and each Subsidiary Account Party's corporate, limited liability
company or other like powers and have been duly authorized by all necessary
corporate, limited liability company or other like action and, if required, by
all necessary shareholder, member, partner or other like

<PAGE>

                                      -51-

action. This Agreement has been duly executed and delivered by the Borrower and
each Subsidiary Account Party party hereto and constitutes a legal, valid and
binding obligation of the Borrower and each such Subsidiary Account Party,
enforceable in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Each of the
other Loan Documents to which the Borrower or any Subsidiary Account Party is a
party, when executed and delivered by the Borrower or such Subsidiary Account
Party, as the case may be, will constitute, a legal, valid and binding
obligation of the Borrower or such Subsidiary Account Party, as the case may be,
enforceable in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
(b) the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

       SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a)
do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect, (b) will not (i) violate in any
material respect any applicable law or regulation or any order of any
Governmental Authority binding upon the Borrower or any of its Subsidiaries or
(ii) violate the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries, (c) will not violate or result in a default
under any material indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or assets, or give rise to a right
thereunder to require any payment to be made by any such Person, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.

       SECTION 3.04. Financial Condition; No Material Adverse Change.

       (a) Financial Condition. The Borrower has heretofore furnished to the
Lenders its consolidated balance sheet and statements of income, shareholders'
equity and cash flows (i) as of and for the fiscal year ended December 31, 2001,
reported on by its independent public accountants, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended on or nearest to June
30, 2002, certified by the chief financial officer of the Borrower. Such
financial statements present fairly, in all material respects, the financial
condition and results of operations and cash flows of the Borrower and its
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) of the first sentence of this
paragraph.

       (b) No Material Adverse Change. Since December 31, 2001, there has been
no material adverse change in the business, financial condition, prospects or
results of operations of the Borrower and its Subsidiaries, taken as a whole.

       SECTION 3.05. Properties.

       (a) Property Generally. Each of the Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all real and personal property
material to the business of the

<PAGE>


                                      -52-

Borrower and its Subsidiaries, taken as a whole, subject only to Liens not
prohibited by Section 6.01 and except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

       (b) Intellectual Property. Each of the Borrower and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual property material to the business of the Borrower and its
Subsidiaries, taken as a whole, and the use thereof by the Borrower and its
Subsidiaries does not infringe in any material respect upon the rights of any
other Person.

       SECTION 3.06. Litigation and Environmental Matters.

       (a) Actions, Suits and Proceedings. Except as disclosed in the Borrower's
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, in its
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002
(together, the "Periodic Reports") and in Schedule 3.06(a), there are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority now pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries that (i) could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect or (ii) involve this Agreement, any other Loan Document
or the Transactions.

       (b) Environmental Matters. Except as disclosed in the Periodic Reports
and in Schedule 3.06(b) and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

       SECTION 3.07. Investment and Holding Company Status. Neither the Borrower
nor any of its Subsidiaries is (a) an "investment company" as defined in the
Investment Company Act of 1940, as amended, that is subject to registration
under that Act or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.

       SECTION 3.08. Taxes. Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Person has set aside on its books adequate
reserves or (b) where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

       SECTION 3.09. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

<PAGE>


                                      -53-

       SECTION 3.10. Disclosure. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Borrower to the Lenders in
connection with the negotiation of this Agreement and the other Loan Documents
or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that
(a) with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time and (b) it is understood and agreed that
uncertainty is inherent in any forecasts or projections and no assurances can be
given by the Borrower of the future achievement of such performance.

       SECTION 3.11. Use of Credit. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
any extension of credit hereunder will be used to buy or carry any Margin Stock.


                                   ARTICLE IV

                                   CONDITIONS

       SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Lenders to issue Letters of Credit hereunder shall not
become effective until the date on which the Administrative Agent shall have
received each of the following documents, each of which shall be satisfactory to
the Administrative Agent (and to the extent specified below, to each Lender) in
form and substance (or such condition shall have been waived in accordance with
Section 10.02):

       (a) Executed Counterparts. From each party hereto either (i) a
    counterpart of this Agreement signed on behalf of such party or (ii) written
    evidence satisfactory to the Administrative Agent (which may include
    telecopy transmission of a signed signature page to this Agreement) that
    such party has signed a counterpart of this Agreement.

       (b) Opinion of Counsel to the Borrower. A favorable written opinion
    (addressed to the Administrative Agent and the Lenders and dated the
    Effective Date) of Sidley Austin Brown & Wood LLP, counsel to the Borrower,
    substantially in the form of Exhibit C, and covering such other matters
    relating to the Borrower, this Agreement or the Transactions as the Required
    Lenders shall reasonably request (and the Borrower hereby instructs such
    counsel to deliver such opinion to the Lenders and the Administrative
    Agent).

       (c) Opinion of Special New York Counsel to JPMCB. An opinion, dated the
    Effective Date, of Milbank, Tweed, Hadley & McCloy LLP, special New York
    counsel

<PAGE>


                                      -54-

    to JPMCB, substantially in the form of Exhibit D (and JPMCB hereby instructs
    such counsel to deliver such opinion to the Lenders).

       (d) Corporate Documents. Such documents and certificates as the
    Administrative Agent or its counsel may reasonably request relating to the
    organization, existence and good standing of the Borrower and the Subsidiary
    Account Parties, the authorization of the Transactions and any other legal
    matters relating to the Borrower, the Subsidiary Account Parties, this
    Agreement or the Transactions, all in form and substance satisfactory to the
    Administrative Agent and its counsel.

       (e) Officer's Certificate. A certificate, dated the Effective Date and
    signed by the President, a Vice President or a Financial Officer of the
    Borrower, confirming compliance with the conditions set forth in clause (a)
    (but excluding the first parenthetical thereof) and clause (b) of the first
    sentence of Section 4.02.

       (f) Existing Credit Agreement. Evidence that (i) the Borrower shall have
    paid in full all principal of and interest accrued on the outstanding loans
    under the Existing Credit Agreement and all fees, expenses and other amounts
    owing by the Borrower thereunder and (ii) the Commitments (as defined in the
    Existing Credit Agreement) have terminated.

       (g) Other Documents. Such other documents as the Administrative Agent or
    any Lender or special New York counsel to JPMCB may reasonably request.

       The obligation of each Lender to make its initial extension of credit
hereunder is also subject to the payment by the Borrower of such fees as the
Borrower shall have agreed to pay to any Lender or the Administrative Agent in
connection herewith, including the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB, in connection
with the negotiation, preparation, execution and delivery of this Agreement and
the other Loan Documents and the extensions of credit hereunder (to the extent
that statements for such fees and expenses have been delivered to the Borrower
prior to the Effective Date).

       The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Lenders to issue Letters of Credit hereunder shall not become effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section
10.02) on or prior to 3:00 p.m., New York City time, on November 15, 2002 (and,
in the event such conditions are not so satisfied or waived, the Commitments
shall terminate at such time).

       SECTION 4.02. Each Credit Event. The obligation of each Lender to make
any Loan, and of the Issuing Lenders to issue, amend, renew or extend any Letter
of Credit, is additionally subject to the satisfaction of the following
conditions:

       (a) the representations and warranties of the Borrower set forth in this
    Agreement (other than in Section 3.04(b) or, insofar as clause (a) of the
    definition of "Material Adverse Effect" is concerned, Section 3.06(a)) and
    in the other Loan Documents shall be

<PAGE>


                                      -55-

    true and correct on and as of the date of such Loan or the date of issuance,
    amendment, renewal or extension of such Letter of Credit (or, if any such
    representation or warranty is expressly stated to have been made as of a
    specific date, as of such specific date), as applicable; and

       (b) at the time of and immediately after giving effect to such Loan or
    the issuance, amendment, renewal or extension of such Letter of Credit, as
    applicable, no Default shall have occurred and be continuing.

The making of each Loan and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in the preceding
sentence.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

       Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

       SECTION 5.01. Financial Statements; Ratings Change and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:

       (a) within 90 days after the end of each fiscal year of the Borrower (or
    such lesser number of days within which the Borrower shall be required to
    file its Annual Report on Form 10-K for such fiscal year with the SEC), the
    audited consolidated balance sheet and related statements of income,
    shareholders' equity and cash flows of the Borrower and its Subsidiaries as
    of the end of and for such year, setting forth in each case in comparative
    form the figures for (or, in the case of the balance sheet, as of the end
    of) the previous fiscal year, all reported on by independent public
    accountants of recognized national standing (without a "going concern" or
    like qualification or exception and without any qualification or exception
    as to the scope of such audit) to the effect that such consolidated
    financial statements present fairly in all material respects the financial
    condition and results of operations of the Borrower and its Subsidiaries on
    a consolidated basis in accordance with GAAP consistently applied;

       (b) within 60 days after the end of each of the first three fiscal
    quarters of each fiscal year of the Borrower (or such lesser number of days
    within which the Borrower shall be required to file its Quarterly Report on
    Form 10-Q for such fiscal quarter with the SEC), the consolidated balance
    sheet and related statements of income, shareholders' equity and cash flows
    of the Borrower and its Subsidiaries as of the end of and for such fiscal
    quarter and the then elapsed portion of such fiscal year, setting forth in
    each case in comparative form the figures for (or, in the case of the
    balance sheet, as of the end of) the corresponding period or periods of the
    previous fiscal year, all certified by a Financial

<PAGE>

                                      -56-

    Officer of the Borrower as presenting fairly in all material respects the
    financial condition and results of operations of the Borrower and its
    Subsidiaries on a consolidated basis in accordance with GAAP consistently
    applied, subject to normal year-end audit adjustments and the absence of
    footnotes;

       (c) concurrently with any delivery of financial statements under clause
    (a) or (b) of this Section, (I) a certificate of a Financial Officer (i)
    certifying as to whether a Default has occurred and, if a Default has
    occurred, specifying the details thereof and any action taken or proposed to
    be taken with respect thereto and (ii) setting forth reasonably detailed
    calculations demonstrating compliance with Section 6.05 and (II) if there
    shall have been any material change in GAAP or in the application thereof
    that applies to the Borrower or any Subsidiary since the date of the audited
    financial statements referred to in Section 3.04(a) (unless such change
    shall theretofore have been notified under this subclause (II)), a
    notification from a Financial Officer as to such change, specifying the
    effect of such change on the financial statements accompanying such
    notification;

       (d) concurrently with any delivery of financial statements under clause
    (a) of this Section, a certificate of the accounting firm that reported on
    such financial statements stating whether they obtained knowledge during the
    course of their examination of such financial statements of any Default
    (which certificate may be limited to the extent required by accounting rules
    or guidelines);

       (e) promptly (i) after the filing thereof, copies of all periodic and
    other reports, periodic and other certifications of the chief executive
    officer and chief financial officer of the Borrower, registration statements
    and other publicly available materials filed by the Borrower or any of its
    Subsidiaries with the SEC, or any Governmental Authority succeeding to any
    or all of the functions of the SEC, or with any national securities exchange
    (other than any exhibits to any of the foregoing which are too voluminous to
    furnish and which are made available by the Borrower or any of its
    Subsidiaries on such Person's website and any registration statement on Form
    S-8 or its equivalent) and (ii) after the distribution thereof, copies of
    all financial statements, reports, proxy statements and other materials
    distributed by the Borrower to its shareholders generally;

       (f) promptly after Moody's or S&P shall have announced a change in the
    rating established or deemed to have been established for the Index Debt,
    written notice of such rating change; and

       (g) promptly following any request therefor, such other information
    regarding the operations, business affairs and financial condition of the
    Borrower or any of its Subsidiaries, or compliance with the terms of this
    Agreement and the other Loan Documents, as the Administrative Agent or any
    Lender may reasonably request.

       SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

       (a) the occurrence of any Default; and

<PAGE>

                                      -57-

       (b) any event or development that results in, or could reasonably be
    expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth in
reasonable detail the nature of the event or development requiring such notice
and any action taken or proposed to be taken with respect thereto.

       SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.02.

       SECTION 5.04. Taxes and Other Obligations. The Borrower will, and will
cause each of its Subsidiaries to, pay its obligations, including all Taxes,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

       SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as is consistent with sound business practice.

       SECTION 5.06. Books and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers,
all at such reasonable times and intervals and as often as reasonably requested;
provided that all costs and expenses of any such visitation by the
Administrative Agent (other than the initial visitation during any calendar
year) shall be for the account of the Administrative Agent unless an Event of
Default shall have occurred and be continuing, and all costs and expenses of any
such visitation by any Lender shall be for the account of such Lender unless an
Event of Default shall have occurred and be continuing.

       SECTION 5.07. Compliance with Laws and Obligations. The Borrower will,
and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property (including all Environmental Laws) and all Contractual Obligations,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

<PAGE>


                                      -58-

       SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of the
Loans will be used, and Letters of Credit will be issued, only for general
corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations T, U and X as in effect from time to time.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

       Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Borrower covenants and agrees with the Lenders that:

       SECTION 6.01. Liens. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:

       (a) Permitted Encumbrances;

       (b) any Lien on any property or asset of the Borrower or any of its
    Restricted Subsidiaries existing on the date hereof and listed in Schedule
    6.01; provided that (i) no such Lien shall extend to any other property or
    asset of the Borrower or any of its Restricted Subsidiaries and (ii) any
    such Lien shall secure only those obligations which it secures on the date
    hereof and extensions, renewals and replacements thereof that do not
    increase the outstanding principal amount thereof;

       (c) any Lien existing on any property or asset prior to the acquisition
    thereof by the Borrower or any Restricted Subsidiary or existing on any
    property or asset of any Person that becomes a Subsidiary or is merged or
    consolidated with the Borrower or any Subsidiary after the date hereof prior
    to the time such Person becomes a Subsidiary or is so merged or
    consolidated; provided that (i) such Lien is not created in contemplation of
    or in connection with such acquisition, merger or consolidation or such
    Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
    apply to any other property or assets of the Borrower or any Restricted
    Subsidiary and (iii) such Lien shall secure only those obligations which it
    secures on the date of such acquisition, merger or consolidation or the date
    such Person becomes a Subsidiary, as the case may be, and extensions,
    renewals and replacements thereof that do not increase the outstanding
    principal amount thereof;

       (d) Liens on fixed or capital assets acquired, constructed or improved by
    the Borrower or any Restricted Subsidiary; provided that (i) such security
    interests and the Indebtedness secured thereby are incurred prior to or
    within 90 days after such acquisition or the completion of such construction
    or improvement, (ii) the Indebtedness

<PAGE>


                                      -59-

    secured thereby does not exceed 90% of the cost of acquiring, constructing
    or improving such fixed or capital assets and (iii) such security interests
    shall not apply to any other property or assets of the Borrower or any
    Restricted Subsidiary;

       (e) Liens arising in connection with an asset securitization or other
    similar transaction, program or arrangement contemplated under Section
    6.03(d); and

       (f) Liens securing Indebtedness of the Borrower or any of its Restricted
    Subsidiaries in an aggregate principal amount not exceeding 10% of
    Consolidated Tangible Assets at any time.

       SECTION 6.02. Mergers, Consolidations, Etc. The Borrower will not
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), nor will the Borrower enter into any transaction of merger or
consolidation or amalgamation, except that the Borrower may merge with any other
Person, provided that (a) the Borrower shall be the continuing or surviving
corporation and (b) immediately after any such merger or consolidation, no
Default shall have occurred and be continuing.

       SECTION 6.03. Dispositions. The Borrower will not, and will not permit
any of its Subsidiaries to, make any Disposition of its property, whether now
owned or hereafter acquired (including receivables and leasehold interests),
except for:

       (a) sales of inventory in the ordinary course of business;

       (b) Dispositions by any Subsidiary of property to the Borrower or any
    other Subsidiary;

       (c) Dispositions by the Borrower or any Subsidiary of property that,
    together with all other property of the Borrower and the Subsidiaries
    previously leased, sold or disposed of (other than inventory in the ordinary
    course of business) as permitted by this clause (c) during the twelve-month
    period ending with the month in which any such Disposition occurs, do not
    constitute a Substantial Portion of the property of the Borrower and the
    Subsidiaries;

       (d) Dispositions by the Borrower or any Subsidiary (other than
    Dispositions permitted under clause (c) above or clause (e) below) of
    property in connection with an asset securitization or other similar
    transaction, program or arrangement so long as (i) the amount of proceeds
    received by the Borrower or any Subsidiary in connection with any such
    Disposition shall be reasonably equivalent to the fair value of the property
    disposed of by the Borrower or such Subsidiary, (ii) the aggregate amount of
    proceeds received by the Borrower or any Subsidiary in connection with all
    asset securitizations and other similar transactions effected pursuant to
    this clause (d), together with the aggregate value of property disposed of
    pursuant to clause (e) below, shall not exceed $300,000,000 and (iii) such
    aggregate amount of proceeds under this clause (d) is deemed to be
    Indebtedness incurred by the Borrower; and

       (e) Dispositions by the Borrower or any Subsidiary of property to the
    TCFC Joint Venture so long as the aggregate value of property disposed of
    pursuant to this clause (e),


<PAGE>

                                      -60-

    together with the aggregate amount of proceeds received by the Borrower
    and its Subsidiaries pursuant to clause (d) above, shall not exceed
    $300,000,000.

       SECTION 6.04. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions solely between
or among the Borrower and its Subsidiaries and (c) transactions with the TCFC
Joint Venture consisting of (i) the Dispositions permitted under Section 6.03(e)
and (ii) cash equity contributions by the Borrower and/or any Subsidiary not
exceeding $100,000,000 in the aggregate.

       SECTION 6.05. Leverage Ratio. The Borrower will not permit the Leverage
Ratio to exceed 3.0 to 1.0 at any time.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

       If any of the following events ("Events of Default") shall occur:

       (a) the Borrower or any Subsidiary Account Party shall fail to pay any
    principal of any Loan or any reimbursement obligation in respect of any LC
    Disbursement when and as the same shall become due and payable, whether at
    the due date thereof or at a date fixed for prepayment thereof or otherwise;

       (b) the Borrower or any Subsidiary Account Party shall fail to pay any
    interest on any Loan or any fee or any other amount (other than an amount
    referred to in clause (a) of this Article) payable under this Agreement or
    under any other Loan Document, when and as the same shall become due and
    payable, and such failure shall continue unremedied for a period of five or
    more days;

       (c) any representation or warranty made or deemed made by or on behalf of
    the Borrower or any of its Subsidiaries in or in connection with this
    Agreement or any other Loan Document or any amendment or modification hereof
    or thereof, or in any report, certificate, financial statement or other
    document furnished pursuant to or in connection with this Agreement or any
    other Loan Document or any amendment or modification hereof or thereof,
    shall prove to have been incorrect in any material respect when made or
    deemed made or furnished;

       (d) the Borrower shall fail to observe or perform any covenant, condition
    or agreement contained in Section 5.02 or 5.03 (with respect to the
    Borrower's existence) or in Article VI;

<PAGE>

                                      -61-

       (e) the Borrower or any Subsidiary Account Party shall fail to observe or
    perform any covenant, condition or agreement contained in this Agreement
    (other than those specified in clause (a), (b), (c) or (d) of this Article)
    or any other Loan Document and such failure shall continue unremedied for a
    period of 30 or more days after notice thereof from the Administrative Agent
    (given at the request of any Lender) to the Borrower;

       (f) the Borrower or any of its Subsidiaries shall fail to make any
    payment (whether of principal or interest and regardless of amount) in
    respect of any Material Indebtedness, when and as the same shall become due
    and payable, or any event or condition occurs that results in any Material
    Indebtedness becoming due prior to its scheduled maturity or that enables or
    permits (with or without the giving of notice, the lapse of time or both)
    the holder or holders of any Material Indebtedness or any trustee or agent
    on its or their behalf to cause any Material Indebtedness to become due, or
    to require the prepayment, repurchase, redemption or defeasance thereof,
    prior to its scheduled maturity; provided that this clause (f) shall not
    apply to secured Indebtedness that becomes due as a result of the voluntary
    sale or transfer of the property or assets securing such Indebtedness;

       (g) an involuntary proceeding shall be commenced or an involuntary
    petition shall be filed seeking (i) liquidation, reorganization or other
    relief in respect of the Borrower or any of its Restricted Subsidiaries or
    its debts, or of a substantial part of its assets, under any Federal, state
    or foreign bankruptcy, insolvency, receivership or similar law now or
    hereafter in effect or (ii) the appointment of a receiver, trustee,
    custodian, sequestrator, conservator or similar official for the Borrower or
    any of its Restricted Subsidiaries or for a substantial part of its assets,
    and, in any such case, such proceeding or petition shall continue
    undismissed for a period of 60 or more days or an order or decree approving
    or ordering any of the foregoing shall be entered;

       (h) the Borrower or any of its Restricted Subsidiaries shall (i)
    voluntarily commence any proceeding or file any petition seeking
    liquidation, reorganization or other relief under any Federal, state or
    foreign bankruptcy, insolvency, receivership or similar law now or hereafter
    in effect, (ii) consent to the institution of, or fail to contest in a
    timely and appropriate manner, any proceeding or petition described in
    clause (g) of this Article, (iii) apply for or consent to the appointment of
    a receiver, trustee, custodian, sequestrator, conservator or similar
    official for the Borrower or any of its Restricted Subsidiaries or for a
    substantial part of its assets, (iv) file an answer admitting the material
    allegations of a petition filed against it in any such proceeding, (v) make
    a general assignment for the benefit of creditors or (vi) take any action
    for the purpose of effecting any of the foregoing;

       (i) the Borrower or any of its Restricted Subsidiaries shall become
    unable, admit in writing its inability or fail generally to pay its debts as
    they become due;

       (j) one or more judgments for the payment of money in an aggregate amount
    in excess of $50,000,000 shall be rendered against the Borrower or any of
    its Subsidiaries or any combination thereof and the same shall remain
    undischarged for a period of 30


<PAGE>

                                      -62-

    consecutive days during which execution shall not be effectively stayed, or
    any action shall be legally taken by a judgment creditor to attach or levy
    upon any assets of the Borrower or any of its Subsidiaries to enforce any
    such judgment;

       (k) an ERISA Event shall have occurred that, in the opinion of the
    Required Lenders, when taken together with all other ERISA Events that have
    occurred, could reasonably be expected to result in liability of the
    Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000;

       (l) except for any claims or liabilities disclosed in either of the
    Periodic Reports or in Schedule 3.06(a) or 3.06(b), there shall have been
    asserted in writing against the Borrower or any of its Subsidiaries any
    claims or liabilities, whether accrued, absolute or contingent, based on or
    arising from the generation, storage, transport, handling or disposal of
    Hazardous Materials by the Borrower or any of its Subsidiaries or
    predecessors that could reasonably be likely to be determined adversely to
    the Borrower or any of its Subsidiaries, and the amount thereof (either
    individually or in the aggregate) could reasonably be likely to have a
    Material Adverse Effect (insofar as such amount is payable by the Borrower
    or any of its Subsidiaries but after deducting any portion thereof that
    could reasonably be expected to be paid by other creditworthy Persons
    jointly and severally liable therefor and by insurers under the Borrower's
    or any Subsidiary's insurance policies); or

       (m) the Guarantee of the Borrower under Article IX shall for whatever
    reason be terminated or cease to be in full force and effect, or the
    enforceability thereof shall be contested by the Borrower; or

       (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower and the Subsidiary Account Parties
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower and the Subsidiary Account Parties; and in case of
any event with respect to the Borrower described in clause (g) or (h) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower and the Subsidiary Account Parties accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower and the Subsidiary Account Parties.

<PAGE>

                                      -63-

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

       Each of the Lenders and the Issuing Lenders hereby irrevocably appoints
the Administrative Agent as its agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.

       The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
Person and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

       The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise in writing as directed by the Required Lenders, and (c) except as
expressly set forth herein and in the other Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or, to the extent
required by this Agreement, all of the Lenders) or in the absence of its own
gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein or therein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

       The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the

<PAGE>

                                      -64-

proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

       The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

       The Administrative Agent may resign at any time by notifying the Lenders,
the Issuing Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor with (unless an Event of
Default shall have occurred and be continuing) the prior written consent of the
Borrower (which consent shall not be unreasonably withheld). If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent's resignation
shall nonetheless become effective and (1) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and (2) the
Required Lenders shall perform the duties of the Administrative Agent (and all
payments and communications provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly) until
such time as the Required Lenders appoint a successor agent as provided for
above in this paragraph. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder (if not already
discharged therefrom as provided above in this paragraph). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

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

<PAGE>


                                      -65-

       Except as otherwise provided in Section 10.02(b) with respect to this
Agreement, the Administrative Agent may, with the prior consent of the Required
Lenders (but not otherwise), consent to any modification, supplement or waiver
under any of the Loan Documents.

       Notwithstanding anything herein to the contrary, the Sole Advisor, Lead
Arrangers, Joint Bookrunners, Syndication Agent and Documentation Agents named
on the cover page of this Agreement shall not have any duties or liabilities
under this Agreement, except in their capacity, if any, as Lenders.

                                   ARTICLE IX

                                    GUARANTEE

       SECTION 9.01. The Guarantee. The Borrower hereby guarantees to each
Issuing Lender, each Lender and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether by
acceleration or otherwise) of all reimbursement obligations in respect of LC
Disbursements and all interest thereon payable by each Subsidiary Account Party
pursuant to this Agreement (including in respect of any Letter of Credit issued
and continued under Section 2.05(l)), and all other amounts from time to time
owing to the Issuing Lenders, the Lenders or the Administrative Agent by each
Subsidiary Account Party under this Agreement or under any of the other Loan
Documents, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the "Guaranteed Obligations"). The
Borrower hereby further agrees that if any Subsidiary Account Party shall fail
to pay in full when due (whether by acceleration or otherwise) any of the
Guaranteed Obligations, the Borrower will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

       SECTION 9.02. Obligations Unconditional. The obligations of the Borrower
under Section 9.01 are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of the obligations of the
Subsidiary Account Parties under this Agreement or any other agreement or
instrument referred to herein, or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and, to
the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section that the obligations of the Borrower hereunder shall be absolute and
unconditional under any and all circumstances. Without limiting the generality
of the foregoing, it is agreed that the occurrence of any one or more of the
following shall not alter or impair the liability of the Borrower hereunder,
which shall remain absolute and unconditional as described above:

       (i) at any time or from time to time, without notice to the Borrower, the
    time for any performance of or compliance with any of the Guaranteed
    Obligations shall be extended, or such performance or compliance shall be
    waived;
<PAGE>

                                      -66-

       (ii) any of the acts mentioned in any of the provisions of this Agreement
    or any other agreement or instrument referred to herein shall be done or
    omitted;

       (iii) the maturity of any of the Guaranteed Obligations shall be
    accelerated, or any of the Guaranteed Obligations shall be modified,
    supplemented or amended in any respect, or any right under this Agreement or
    any other agreement or instrument referred to herein shall be waived or any
    other guarantee of any of the Guaranteed Obligations or any security
    therefor shall be released or exchanged in whole or in part or otherwise
    dealt with; or

       (iv) any lien or security interest granted to, or in favor of, the
    Administrative Agent, any Issuing Lender or Issuing Lenders or any Lender or
    Lenders as security for any of the Guaranteed Obligations shall fail to be
    perfected.

The Borrower hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative
Agent, any Issuing Lender or any Lender exhaust any right, power or remedy or
proceed against any Subsidiary Account Party under this Agreement or any other
agreement or instrument referred to herein, or against any other Person under
any other guarantee of, or security for, any of the Guaranteed Obligations.

       SECTION 9.03. Reinstatement. The obligations of the Borrower under this
Article shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of any Subsidiary Account Party in respect of
the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the Borrower
agrees that it will indemnify the Administrative Agent, each Issuing Lender and
each Lender on demand for all reasonable costs and expenses (including fees of
counsel) incurred by the Administrative Agent, such Issuing Lender or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

       SECTION 9.04. Subrogation. The Borrower hereby agrees that until the
payment and satisfaction in full of all Guaranteed Obligations and the
expiration and termination of the Commitments of the Lenders under this
Agreement it shall not exercise any right or remedy arising by reason of any
performance by it of its guarantee in Section 9.01, whether by subrogation or
otherwise, against any Subsidiary Account Party or any other guarantor of any of
the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

       SECTION 9.05. Remedies. The Borrower agrees that, as between the Borrower
on the one hand and the Administrative Agent, the Issuing Lenders and the
Lenders on the other, the obligations of each Subsidiary Account Party under
this Agreement may be declared to be forthwith due and payable as provided in
Article VII (and shall be deemed to have become automatically due and payable in
the circumstances provided in Article VII) for purposes of Section 9.01
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against such

<PAGE>



                                      -67-

Subsidiary Account Party and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by such Subsidiary Account Party)
shall forthwith become due and payable by the Borrower for purposes of Section
9.01.

       SECTION 9.06. Instrument for the Payment of Money. The Borrower hereby
acknowledges that the guarantee in this Article constitutes an instrument for
the payment of money, and consents and agrees that any Issuing Lender, any
Lender or the Administrative Agent, at its sole option, in the event of a
dispute by the Borrower in the payment of any moneys due hereunder, shall have
the right to bring motion-action under New York CPLR Section 3213.

       SECTION 9.07. Continuing Guarantee. The guarantee in this Article is a
continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

                                    ARTICLE X

                                  MISCELLANEOUS

       SECTION 10.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

       (i) if to the Borrower, to it at 1 N. Field Court, Lake Forest, Illinois
    60045, Attention of William Metzger, Vice President and Treasurer (Telecopy
    No. (847) 735-4359; Telephone No. (847) 735-4364);

       (ii) if to a Subsidiary Account Party, to it at its address (or telecopy
    number) set forth in the Subsidiary Joinder Agreement to which it is a
    party;

       (iii) if to the Administrative Agent, to JPMorgan Chase Bank, 1111
    Fannin, 10th Floor, Houston, Texas 77002-8069, Attention of Loan and Agency
    Services Group (Telecopy No. (713) 750-2782; Telephone No. (713) 750-2102)
    and, if such notice or other communication relates to borrowings of, or
    payments or prepayments of, or the duration of Interest Periods for, Loans
    denominated in a Foreign Currency, also to JPMorgan Chase Bank, London
    branch, 125 London Wall, London, England EC2Y 5AJ, Attention: Stephen Clarke
    (Telecopy No. 44-207-777-2360; Telephone No. 44-207-777-2353), in each case
    with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, New York
    10017, Attention of Buddy Wuthrich (Telecopy No. (212) 270-0998; Telephone
    No. (212) 270-4100);

       (iv) if to an Issuing Lender, to it at its address (or telecopy number)
    set forth in its Administrative Questionnaire; and

       (v) if to a Lender, to it at its address (or telecopy number) set forth
    in its Administrative Questionnaire.

<PAGE>

                                      -68-

       (b) 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 to any Lender pursuant to Article II unless otherwise agreed by
the Administrative Agent and such Lender. The Administrative Agent, the Borrower
or any Subsidiary Account Party 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. Without limiting the foregoing,
the Administrative Agent agrees that, unless it shall otherwise advise the
Borrower, notices to be delivered by the Borrower or any Subsidiary Account
Party to the Administrative Agent pursuant to Article II (including any such
notices permitted to be given by telephone or telecopy) may be delivered by
e-mail transmissions to the Administrative Agent at such e-mail address (or
addresses) as the Administrative Agent shall from time to time notify the
Borrower.

       (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties hereto
(or, in the case of any such change by a Lender, by notice to the Borrower and
the Administrative Agent). All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

       SECTION 10.02. Waivers; Amendments.

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

       (b) Amendments. Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall

       (i) increase the Commitment of any Lender without the written consent of
    such Lender,

<PAGE>

                                      -69-

       (ii) reduce the principal amount of any Loan or LC Disbursement or reduce
    the rate of interest thereon, or reduce any fees payable hereunder, without
    the written consent of each Lender affected thereby,

       (iii) postpone the scheduled date of payment of the principal amount of
    any Loan or LC Disbursement, or any interest thereon, or any fees payable
    hereunder, or reduce the amount of, waive or excuse any such payment, or
    postpone the scheduled date of expiration of any Commitment, without the
    written consent of each Lender affected thereby,

       (iv) change Section 2.17(d) without the consent of each Lender affected
    thereby,

       (v) change the obligations of the Borrower pursuant to Article IX or

       (vi) change any of the provisions of this Section or the percentage in
    the definition of the term "Required Lenders" or any other provision hereof
    specifying the number or percentage of Lenders required to waive, amend or
    modify any rights hereunder or make any determination or grant any consent
    hereunder, without the written consent of each Lender;

and provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or any Issuing Lender
hereunder without the prior written consent of the Administrative Agent or such
Issuing Lender, as the case may be.

       SECTION 10.03. Expenses; Indemnity; Damage Waiver.

       (a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
expenses incurred by the Issuing Lenders in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, any Issuing Lender or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Issuing Lender or any Lender, in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including in connection with any workout,
restructuring or negotiations in respect thereof.

       (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Issuing Lender and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an
"Indemnitee"), against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the

<PAGE>

                                      -70-

execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by any Issuing Lender to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

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

       (d) Waiver of Consequential Damages, Etc. To the extent permitted by
applicable law, the Borrower and the Subsidiary Account Parties shall not
assert, and hereby waive, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

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

       SECTION 10.04. Successors and Assigns.

       (a) Assignments Generally. 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 (including any Affiliate of any Issuing
Lender that issues any Letter of Credit), except that (i) neither the Borrower
nor any Subsidiary Account Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower or such Subsidiary
Account Party 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. Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any

<PAGE>

                                      -71-

Affiliate of any Issuing Lender that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

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

       (A) the Borrower, provided that no consent of the Borrower shall be
    required (i) for an assignment to a Lender, an Affiliate of a Lender or an
    Approved Fund or (ii) if an Event of Default has occurred and is continuing;
    and

       (B) the Administrative Agent, provided that no consent of the
    Administrative Agent shall be required for an assignment to an assignee that
    is a Lender 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 or an Affiliate of a
    Lender or an assignment of the entire remaining amount of the assigning
    Lender's Commitment, the amount of the Commitment of the assigning Lender
    subject to each such assignment (determined as of the date the Assignment
    and 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 no
    such consent of the Borrower shall be required if an Event of Default has
    occurred and is continuing;

       (B) each partial assignment shall be made as an assignment of a
    proportionate part of all the assigning Lender's rights and obligations
    under this Agreement, provided that this clause shall not apply to rights in
    respect of outstanding Competitive Loans;

       (C) 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

       (D) the assignee, if it shall not be a Lender, shall deliver to the
    Administrative Agent an Administrative Questionnaire.

       (iii) Subject to acceptance and recording thereof pursuant to paragraphs
(b)(iv) and (v) of this Section, 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

<PAGE>

                                      -72-

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 2.15, 2.16,
2.17 and 10.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.04 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, each Subsidiary Account Party and each Issuing Lender, shall maintain
at one of its offices in New York City a copy of each Assignment and Assumption
delivered to it and a register for the recordation of (w) the names and
addresses of the Lenders, (x) the designation of any Lender as an Issuing
Lender, (y) the Commitment of, and outstanding principal amount of each Loan
made by, each Lender and (z) the outstanding amount of each Letter of Credit
issued by, and of each unreimbursed LC Disbursement made by, each Issuing Lender
(together with a notation of each Lender's participation therein pursuant to
Section 2.05(e)), in all cases pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Subsidiary Account Parties, the Administrative Agent, the Issuing
Lenders and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as an Issuing Lender or a Lender, as the
case may be, hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrower, any Issuing Lender and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.

       (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) Participations. (i) Any Lender may, without the consent of the
Borrower, the Subsidiary Account Parties, the Administrative Agent or any
Issuing Lender, 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 and the other Loan Documents (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement and the other Loan Documents 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
Subsidiary Account Parties, the Administrative Agent, the Issuing Lenders and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and the other Loan Documents and to approve any
amendment, modification or waiver of any provision of this Agreement or any
other Loan Document; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b) that affects


<PAGE>


                                      -73-

such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower and
the Subsidiary Account Parties agree that each Participant shall be entitled to
the benefits and subject to the limitations 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, and for purposes of such
Sections references to a "Lender" shall be deemed references to such
Participant.

       (ii) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant shall not be entitled to the benefits of
Section 2.16 unless the Borrower is notified in writing of the participation
sold to such Participant and such Participant agrees in writing, for the benefit
of the Borrower and each Subsidiary Account Party, to comply with all
obligations under or relating to Section 2.16 and Section 2.18, in all cases as
though it were a Lender.

       (d) Certain Pledges. 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 such pledge or assignment 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 assignee for such Lender as a party hereto.

       (e) No Assignments to the Borrower or Affiliates. Anything in this
Section to the contrary notwithstanding, no Lender may assign or participate any
interest in any Loan or LC Exposure held by it hereunder to the Borrower or any
of its Affiliates or Subsidiaries without the prior consent of each Lender.

       SECTION 10.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower and the Subsidiary Account Parties herein and in
the certificates or other instruments delivered in connection with or pursuant
to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless of
any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, any Issuing Lender or any Lender
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16,
10.03, 10.11 and 10.13 and Article VIII shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any
provision hereof.

       SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single



<PAGE>

                                      -74-

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

       SECTION 10.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

       SECTION 10.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower or the applicable Subsidiary
Account Party, as the case may be, against any of and all the obligations of the
Borrower or such Subsidiary Account Party, as the case may be, now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

       SECTION 10.09. Governing Law; Jurisdiction; Judicial Proceedings; Etc.

       (a) Governing Law. This Agreement shall be construed in accordance with
and governed by the law of the State of New York.

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


<PAGE>


                                      -75-

bring any action or proceeding relating to this Agreement against the Borrower,
any Subsidiary Account Party or their respective properties in the courts of any
jurisdiction.

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

       (d) Appointment of Agent for Service of Process. Each Subsidiary Account
Party irrevocably designates and appoints CT Corporation System, at its office
in New York City, New York, U.S.A., as its authorized agent, to accept and
acknowledge on its behalf, service of any and all process which may be served in
any suit, action or proceeding of the nature referred to in Section 10.09(b) in
any federal or New York State court sitting in New York City. Each Subsidiary
Account Party represents and warrants that such agent has agreed in writing to
accept such appointment and that a true copy of such designation and acceptance
has been delivered to the Administrative Agent. Said designation and appointment
shall be irrevocable by each such Subsidiary Account Party until all
reimbursement obligations, interest thereon and all other amounts payable
hereunder and under the other Loan Documents shall have been paid in full in
accordance with the provisions hereof and thereof or, if earlier, when such
Subsidiary Account Party is terminated as an Account Party hereunder pursuant to
Section 2.05(m). If such agent shall cease so to act, each such Subsidiary
Account Party covenants and agrees to designate irrevocably and appoint without
delay another such agent satisfactory to the Administrative Agent and to deliver
promptly to the Administrative Agent evidence in writing of such other agent's
acceptance of such appointment.

       (e) Service of Process. Each party to this Agreement (other than the
Subsidiary Account Parties) irrevocably consents to service of process in the
manner provided for notices in Section 10.01. Each Subsidiary Account Party
hereby consents to process being served in any suit, action or proceeding of the
nature referred to in Section 10.09(b) in any federal or New York State court
sitting in New York City by service of process upon its agent appointed as
provided in Section 10.09(d); provided that, to the extent lawful and possible,
notice of said service upon such agent shall be mailed by registered or
certified air mail, postage prepaid, return receipt requested, to such
Subsidiary Account Party at its address set forth in the Subsidiary Joinder
Agreement to which it is a party or to any other address of which such
Subsidiary Account Party shall have given written notice to the applicable
Lender. Each Subsidiary Account Party irrevocably waives, to the fullest extent
permitted by law, all claim of error by reason of any such service in such
manner and agrees that such service shall be deemed in every respect effective
service of process upon such Subsidiary Account Party in any such suit, action
or proceeding and shall, to the fullest extent permitted by law, be taken and
held to be valid and personal service upon and personal delivery to such
Subsidiary Account Party. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.

<PAGE>


                                      -76-

       SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       SECTION 10.11. Judgment Currency. This is an international loan
transaction in which the specification of Dollars or any Foreign Currency, as
the case may be (the "Specified Currency"), and payment in New York City or the
country of the Specified Currency, as the case may be (the "Specified Place"),
is of the essence, and the Specified Currency shall be the currency of account
in all events relating to Loans denominated in the Specified Currency. The
payment obligations of the Borrower and the Subsidiary Account Parties under
this Agreement shall not be discharged or satisfied by an amount paid in another
currency or in another place, whether pursuant to a judgment or otherwise, to
the extent that the amount so paid on conversion to the Specified Currency and
transfer to the Specified Place under normal banking procedures does not yield
the amount of the Specified Currency at the Specified Place due hereunder. If
for the purpose of obtaining judgment in any court it is necessary to convert a
sum due hereunder in the Specified Currency into another currency (the "Second
Currency"), the rate of exchange that shall be applied shall be the rate at
which in accordance with normal banking procedures the Administrative Agent
could purchase the Specified Currency with the Second Currency on the Business
Day next preceding the day on which such judgment is rendered. The obligations
of each of the Borrower and the Subsidiary Account Parties in respect of any
such sum due from it to the Administrative Agent or any Lender hereunder or
under any other Loan Document (in this Section called an "Entitled Person")
shall, notwithstanding the rate of exchange actually applied in rendering such
judgment, be discharged only to the extent that on the Business Day following
receipt by such Entitled Person of any sum adjudged to be due hereunder in the
Second Currency such Entitled Person may in accordance with normal banking
procedures purchase and transfer to the Specified Place the Specified Currency
with the amount of the Second Currency so adjudged to be due; and each of the
Borrower and the Subsidiary Account Parties hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand, in the Specified Currency,
the amount (if any) by which the sum originally due to such Entitled Person in
the Specified Currency hereunder exceeds the amount of the Specified Currency so
purchased and transferred.

       SECTION 10.12. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

       SECTION 10.13. Confidentiality. Each of the Administrative Agent, the
Issuing Lenders and the Lenders agrees to maintain the confidentiality of the
Information (as defined


<PAGE>

                                      -77-

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

       SECTION 10.14. Termination of Commitments under Existing Credit
Agreement. Each of the signatories hereto that is also a party to the Existing
Credit Agreement hereby agrees that, as of the Effective Date, all of the
commitments to extend credit under the Existing Credit Agreement will be
terminated automatically. This Agreement constitutes notice thereof and pursuant
hereto the requirement contained in Section 2.09(c) of the Existing Credit
Agreement that three Business Days' (as defined therein) notice of the
termination of such commitments be given to the administrative agent thereunder
is waived.



<PAGE>

                                      -78-

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

                                  BORROWER

                                  BRUNSWICK CORPORATION


                                  By_________________________
                                      Name:
                                      Title:


                                  SUBSIDIARY ACCOUNT PARTIES

                                  BRUNSWICK FAMILY BOAT CO. INC.


                                  By_________________________
                                      Name:
                                      Title:


                                  BRUNSWICK EUROPE HOLDINGS LIMITED


                                  By_________________________
                                      Name:
                                      Title:


                                  BOSTON WHALER COMMERCIAL &
                                   GOVERNMENT PRODUCTS, INC.


                                  By_________________________
                                      Name:
                                      Title:


                                  CENTENNIAL ASSURANCE COMPANY, LTD.


                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -79-

                                  LENDERS


                                  JPMORGAN CHASE BANK,
                                    individually and as Administrative Agent


                                  By_________________________
                                      Name:
                                      Title:



<PAGE>

                                      -80-

                                  BANK ONE, NA



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -81-

                                  BANK OF AMERICA, N.A.



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -82-

                                  THE BANK OF NEW YORK



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -83-

                                  WELLS FARGO BANK, NATIONAL
                                    ASSOCIATION



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -84-

                                  SUNTRUST BANK



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -85-

                                  HARRIS TRUST AND SAVINGS BANK



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -86-

                                  LASALLE BANK NATIONAL ASSOCIATION



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -87-

                                  LLOYDS TSB BANK PLC



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -88-

                                  NATIONAL AUSTRALIA BANK LIMITED



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -89-

                                  PNC BANK, NATIONAL ASSOCIATION



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>


                                      -90-
                                  THE ROYAL BANK OF SCOTLAND PLC



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -91-

                                  U.S. BANK NATIONAL ASSOCIATION



                                  By_________________________
                                      Name:
                                      Title:


<PAGE>

                                      -92-

                                  FIFTH THIRD BANK (CHICAGO),
                                    A MICHIGAN BANKING CORPORATION



                                  By_________________________
                                      Name:
                                      Title:



<PAGE>



                                                                  SCHEDULE 1.01

                                   Commitments
<TABLE>
<CAPTION>

Name of Lender                                          Commitment ($)
--------------                                          --------------
<S>                                                      <C>
JPMORGAN CHASE BANK                                         34,000,000

BANK ONE, NA                                                34,000,000

BANK OF AMERICA, N.A.                                       34,000,000

THE BANK OF NEW YORK                                        34,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION                      34,000,000

SUNTRUST BANK                                               25,000,000

HARRIS TRUST AND SAVINGS BANK                               20,000,000

LASALLE BANK NATIONAL ASSOCIATION                           20,000,000

LLOYDS TSB BANK PLC                                         20,000,000

NATIONAL AUSTRALIA BANK LIMITED                             20,000,000

PNC BANK, NATIONAL ASSOCIATION                              20,000,000

THE ROYAL BANK OF SCOTLAND PLC                              20,000,000

U.S. BANK NATIONAL ASSOCIATION                              20,000,000

FIFTH THIRD BANK (CHICAGO),
   A MICHIGAN BANKING CORPORATION                           15,000,000
                                                         -------------
                                             TOTAL        $350,000,000
</TABLE>





<PAGE>
                                                                SCHEDULE 2.05(l)

                           Existing Letters of Credit


<TABLE>
<CAPTION>
                    APPLICANT ON LETTER OF
       BANK                 CREDIT                          BENEFICIARY                        AMOUNT          EXPIRATION
       ----         ----------------------   ------------------------------------          --------------     -------------
<S>                 <C>                       <C>                                           <C>                   <C>
 CHASE MANHATTAN    BRUNSWICK EUROPE          CHASE MANHATTAN BANK - LONDON                  GBP 9,000,000        30-Sep-03
                    HOLDINGS LIMITED

     BANK OF        BOSTON WHALER             YAPI VE KREDIT BANKASI A.S.                       $33,000.00        30-Jan-03
     NEW YORK       COMMERCIAL AND
                    GOVERNMENT PRODUCTS INC.

     BANK OF        BOSTON WHALER             YAPI VE KREDIT BANKASI A.S.                       $54,000.00        15-Aug-03
     NEW YORK       COMMERCIAL AND
                    GOVERNMENT PRODUCTS INC.

     BANK ONE       BOSTON WHALER             MINISTERIO DE LA DEFENSA COMANDANCIA           $1,663,747.40        20-May-03
                    COMMERCIAL AND            GENERAL DE LA ARMADA
                    GOVERNMENT PRODUCTS INC.

     BANK ONE       BOSTON WHALER             MINISTERIO DE LA DEFENSA COMANDANCIA           $1,247,810.55        20-May-03
                    COMMERCIAL AND            GENERAL DE LA ARMADA
                    GOVERNMENT PRODUCTS INC.

     BANK OF        CENTENNIAL ASSURANCE      NATIONAL UNION FIRE INSURANCE COMPANY OF       $7,075,000.00        01-Nov-03
     NEW YORK       CO., LTD.                 PITTSBURGH, PA.

     BANK OF        CENTENNIAL ASSURANCE      AMERICAN BANKERS LIFE ASSURANCE CO. OF         $2,873,000.00        01-Nov-03
     NEW YORK       CO., LTD.                 AMERICA

     BANK OF        CENTENNIAL ASSURANCE      QBE INSURANCE & REINSURANCE (EUROPE)           $1,197,719.00        01-Nov-03
     NEW YORK       CO., LTD.                 LIMITED

     BANK OF        CENTENNIAL ASSURANCE      NORTH AMERICAN SPECIALITY INS. CO.                $17,000.00        31-Dec-02
     NEW YORK       CO., LTD.

     BANK OF        BRUNSWICK CORPORATION     NATIONAL UNION FIRE INSURANCE COMPANY OF      $13,422,729.00        19-Feb-03
     NEW YORK                                 PITTSBURGH, PA.

     BANK ONE       BRUNSWICK CORPORATION     NATIONAL UNION FIRE INSURANCE COMPANY OF       $5,500,000.00        27-Mar-03
                                              PITTSBURGH, PA. ET. AL.

 WELLS FARGO BANK   BAYLINER MARINE           NATIONAL UNION FIRE INSURANCE COMPANY OF         $950,000.00        20-Apr-03
                    CORPORATION               PITTSBURGH, PA.

 WELLS FARGO BANK   BRUNSWICK CORPORATION     NATIONAL UNION FIRE INSURANCE COMPANY OF      $12,992,000.00        17-Jul-03
                                              PITTSBURGH, PA. ET. AL.

 CHASE MANHATTAN    CENTENNIAL ASSURANCE      NORTHWESTERN NATIONAL INSURANCE CO.              $290,878.00        31-Dec-02
                    CO., LTD.
</TABLE>


<PAGE>


                                                                SCHEDULE 3.06(a)

                                   Litigation

       On April 18, 2002, the Company, in cooperation with the United States
Consumer Products Safety Commission, announced a recall of approximately 103,000
bicycles that were sold by the Company's former bicycle division. The bicycles
had been equipped with suspension forks that were purchased from a Taiwanese
company. Some of the forks were found to have been defectively manufactured and
were involved in approximately 55 reported incidents. The recall is an expansion
of a prior recall involving the suspension forks and allows consumers who
purchased bicycles with an affected fork to return the fork in exchange for $65
or a replacement bicycle. The Company does not believe that the resolution of
this matter will have a material adverse effect on the Company's consolidated
financial position or results of operations.

       On April 22, 2002, a federal court in Seattle lifted a stay in a lawsuit
filed against Life Fitness by Precor Incorporated (Precor). The suit, which
alleges that certain of Life Fitness' cross-trainer exercise machines infringed
Precor's Miller '829 patent, was stayed by the court pending reexamination of
the patent by the U.S. Patent and Trademark Office (PTO). The PTO issued a
modified Miller '829 patent to Precor on March 5, 2002, which led to the lifting
of the stay. The Company does not believe that its machines infringe the patent,
as modified, but is unable to predict the outcome of this matter.

       On June 14, 2002, in a separate lawsuit between the Company and Precor, a
federal court in Seattle awarded Precor approximately $230,000 in attorneys'
fees. Precor had been awarded $5.3 million in attorneys' fees at trial, but the
award was remanded for reconsideration in light of an appellate court ruling in
the case. The Company believes that this matter, which was originally filed in
1994, has been finally concluded.

       On May 3, 2002, the United States Court of Appeals for the Federal
Circuit reversed a summary judgment that had been granted in the Company's favor
against CCS Fitness, Inc. (CCS). CCS had sued the Company alleging that a
front-drive cross trainer manufactured by Life Fitness infringed a patent held
by CCS. As a result of the appellate court's ruling, the case will be remanded
to the trial court. The Company has reached an agreement in principle with the
current plaintiff in the matter to settle all outstanding disputes and
established an accrual to satisfy the settlement. The parties are awaiting
district court approval of the settlement and dismissal of the case.

       On May 30, 2002, Leiserv, Inc. (Leiserv), a Company subsidiary operated
by the Company's Bowling and Billiards Division, was sued in the Circuit Court
of St. Louis County, Missouri, for alleged violations of the federal Telephone
Consumer Protection Act. The lawsuit was brought as a putative class action on
behalf of all people and entities within two area codes in the St. Louis area
who allegedly received unsolicited faxes from Leiserv. Leiserv has removed the
case to the United States District Court for the Eastern District of Missouri.
Because this case remains in the early stages of litigation and raises legal
issues that have not yet been fully resolved by the courts, the Company is
unable to predict the outcome of this matter.

<PAGE>

                                      -2-

       On January 22, 2002, the United States Supreme Court granted
discretionary review of the case Sprietsma vs. Mercury Marine, a "propeller
guard" case on appeal from the Illinois Supreme Court. At issue in Sprietsma is
whether federal law preempts tort claims alleging that marine engines should be
equipped with devices designed to protect against propeller injuries. Nine
federal courts and many state courts, including the Illinois Supreme Court in
Sprietsma, have previously found such claims to be preempted by the United
States Coast Guard's 1990 decision, pursuant to the Federal Boat Safety Act, not
to require propeller guards. The Company does not believe that the resolution of
this matter will have a material adverse effect on the Company's consolidated
financial position or results of operations.

       On September 6, 2001, the Federal Trade Commission (FTC) informed the
Company that it had closed an investigation concerning the Company's bidding for
certain assets of Outboard Marine Corporation (OMC) as a part of OMC's
bankruptcy. On October 5, 2001, the FTC also informed the Company that it had
closed a separate investigation commenced in 1997 concerning certain of the
Company's marketing practices related to the sale of sterndrive marine engines
to boatbuilders and dealers.

       On October 26, 2000, the Company became one of 109 defendants in a suit
filed in federal court in Arizona by the Lemelson Foundation for allegedly
violating several of the Foundation's patents. The patents at issue involve
machine-vision and bar-coding technology, and the Foundation has asserted a
number of similar actions against other companies alleged to have used these
technologies in their distribution or manufacturing activities. This lawsuit has
been stayed by the Arizona court pending the outcome of a lawsuit filed against
the Foundation in Nevada. The Company does not believe that the resolution of
this matter will have a material adverse effect on the Company's consolidated
financial position or results of operations.

       On October 27, 1999, the United States Tax Court upheld an Internal
Revenue Service (IRS) determination that resulted in the disallowance of capital
losses and other expenses from two partnership investments for 1990 and 1991.
The Company appealed the Tax Court ruling to the United States Court of Appeals
for the District of Columbia and posted a $79.8 million surety bond to secure
payment of tax deficiencies plus accrued interest related to the appeal. On
December 21, 2001, the Court of Appeals rendered a decision vacating the Tax
Court's opinion and remanded the case to the Tax Court for reconsideration in
light of an earlier Court of Appeals decision. If, on remand to the Tax Court,
the Company does not prevail, the net amount of taxes due, plus interest, net of
tax, would be approximately $135 million. The Company has settled all other
issues with the IRS on open tax years 1989 through 1994 and anticipates
favorable adjustments that would decrease the total net amount to approximately
$53 million, which would likely be payable in 2003. The Company does not believe
that the resolution of this matter will have a material adverse effect on the
Company's consolidated financial position or results of operations.

       The Company has been named in a number of asbestos-related lawsuits, the
majority of which involve Vapor Corporation, a former subsidiary that the
Company divested in 1990. Virtually all of the asbestos suits against the
Company involve numerous other defendants. The claims against the Company
generally allege that the Company sold products that contained components, such
as gaskets, that included asbestos. Neither the Company nor

<PAGE>

                                      -3-

Vapor is alleged to have manufactured asbestos. The Company's insurers have
settled a number of asbestos claims for nominal amounts, while a number of other
claims have been dismissed. No suit has yet gone to trial. The Company does not
believe that the resolution of these lawsuits will have a material adverse
effect on the Company's consolidated financial position or results of
operations.

       The Company accrues for litigation exposures based upon its assessment,
made in consultation with outside counsel, of the likely range of exposure
stemming from the claim. In light of existing reserves, the Company's litigation
claims, when finally resolved, will not, in the opinion of management, have a
material adverse effect on the Company's consolidated financial position. If
current estimates for the cost of resolving these claims are later determined to
be inadequate, results of operations could be adversely affected in the period
in which additional provisions are required.



<PAGE>


                                                                SCHEDULE 3.06(b)

                              Environmental Matters

       The Company is involved in certain legal and administrative proceedings
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 and other federal and state legislation governing the generation and
disposition of certain hazardous wastes. These proceedings, which involve both
on- and off-site waste disposal or other contamination, in many instances seek
compensation or remedial action from the Company as a waste generator under
Superfund legislation, which authorizes action regardless of fault, legality of
original disposition or ownership of a disposal site. The Company is also
involved in a number of environmental remediation actions addressing
contamination resulting from historic activities on its present and former plant
properties.

       The Company accrues for environmental remediation-related activities for
which commitments or clean-up plans have been developed and for which costs can
be reasonably estimated. All accrued amounts are generally determined in
coordination with third-party experts on an undiscounted basis and do not
consider recoveries from third parties until such recoveries are realized. In
light of existing reserves, the Company's environmental claims, when finally
resolved, will not, in the opinion of management, have a material adverse effect
on the Company's consolidated financial position. If current estimates for the
cost of resolving these claims are later determined to be inadequate, results of
operations could be adversely affected in the period in which additional
provisions are required. Refer to Note 7 to the consolidated financial
statements in the 2001 Form 10-K for disclosure of the potential cash
requirements of environmental proceedings as of December 31, 2001.



<PAGE>


                                                                  SCHEDULE 6.01

                                      Liens



<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
BAYLINER MARINE        UCC           SOS-DE            20753370         3-5-02    Carlson Systems     Specific equipment
CORPORATION                                                                       Corp

BAYLINER MARINE        UCC           SOS-WA          2000-007-0250      1-7-00    Copelco Capital,    Leased equipment;
CORPORATION                                                                       Inc.                notification
                                                                                                      purposes only

BAYLINER MARINE        UCC           SOS-WA          2000-069-0382      3-9-00    Safeco Credit Co.   Leased equipment;
CORPORATION                                                                       Inc.                precautionary
                                                                                                      purposes only

BAYLINER MARINE        UCC           SOS-WA          2000-104-0179     4-13-00    Dell Financial      Leased equipment
CORPORATION                                                                       Services, L.P.

BAYLINER MARINE        UCC           SOS-WA          2000-117-0255     4-26-00    Dell Financial      Leased equipment
CORPORATION                                                                       Services, L.P.

BAYLINER MARINE        UCC           SOS-WA          2000-124-0177      5-3-00    Dell Financial      Leased equipment
CORPORATION                                                                       Services, L.P.

BAYLINER MARINE        UCC           SOS-WA          2000-124-0182      5-3-00    Dell Financial      Leased equipment
CORPORATION                                                                       Services, L.P.

BAYLINER MARINE        UCC           SOS-WA          2000-160-0137      6-8-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-178-0378     6-26-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-207-0162     7-25-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment
</TABLE>


<PAGE>

                                      -2-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
BAYLINER MARINE        UCC           SOS-WA          2000-227-0328     8-14-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-294-0247     10-20-00   Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-306-0230     11-1-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-308-0161     11-3-00    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2000-325-0131     11-20-00   Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2001-025-0215     1-25-01    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2001-025-0216     1-25-01    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2001-086-0186     3-27-01    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BAYLINER MARINE        UCC           SOS-WA          2001-114-0318     4-24-01    Dell Financial      Additional Debtor:
CORPORATION                                                                       Services, L.P.      US Marine

                                                                                                      Leased equipment

BOSTON WHALER,         UCC           SOS-FL          970000008766      1-13-97    Personal Touch      Specific equipment
INC.                                                                              Leasing
</TABLE>

<PAGE>

                                      -3-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
BOSTON WHALER,         UCC           SOS-FL          200100111528      5-21-01    BCL Capital         Leased equipment
INC.

BRUNSWICK              UCC           SOS-DE            10790944        7-24-01    IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary filing
                                                                                  (Lessor)            only

BRUNSWICK              UCC           SOS-DE            11517254        10-26-01   IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary filing
                                                                                  (Lessor)            only

BRUNSWICK              UCC           SOS-DE            11619886        11-7-01    Arthur Machinery,   Specific equipment
CORPORATION                                                                       Inc.
                                                                                                      Terminated on
                                                                                                      3-15-02 (20878185)

BRUNSWICK              UCC           SOS-DE            21368483         6-4-02    Stuers, Inc.        Specific equipment
CORPORATION

BRUNSWICK              UCC           SOS-DE            21851652         7-1-02    IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary filing
                                                                                                      only

BRUNSWICK              UCC           SOS-DE            21884406         7-3-02    IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary filing
                                                                                                      only

BRUNSWICK              UCC           SOS-DE            21959836        7-19-02    IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary filing
                                                                                                      only

BRUNSWICK              UCC           SOS-DE            22060832         8-8-02    IBM Credit          Specific equipment;
CORPORATION                                                                       Corporation         precautionary
                                                                                                      filing only

BRUNSWICK              UCC           SOS-IL             3199916        12-15-93   AT&T Credit         Leased equipment
CORPORATION                                                                       Corporation
                                                                                                      Continued on 5-13-98
                                                                                                      (3849089)

                                                                                                      Name changed from
                                                                                                      Life Fitness to
                                                                                                      Brunswick
                                                                                                      Corporation on
                                                                                                      10-19-98 (3925082)
</TABLE>


<PAGE>

                                      -4-
<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
BRUNSWICK              UCC           SOS-IL             3336610        12-6-94    General Electric    Leased equipment;
CORPORATION                                                                       Capital Corp.       precautionary
                                                                                                      purposes

                                                                                                      Name amended from
                                                                                                      Roadmaster
                                                                                                      Corporation to
                                                                                                      Brunswick
                                                                                                      Corporation on
                                                                                                      10-9-96 (3596870)

                                                                                                      Continued on 7-9-99
                                                                                                      (4063354)

BRUNSWICK              UCC           SOS-IL             3439166        8-24-95    General Electric    Leased equipment;
CORPORATION                                                                       Capital             precautionary
                                                                                  Corporation         purposes

                                                                                                      Name amended from
                                                                                                      Roadmaster
                                                                                                      Corporation to
                                                                                                      Brunswick
                                                                                                      Corporation on
                                                                                                      10-9-96 (3396869)

                                                                                                      Continued on 4-14-00
                                                                                                      (4197298)

BRUNSWICK              UCC           SOS-IL             3440659        8-29-95    General Electric    Leased equipment;
CORPORATION                                                                       Capital             precautionary
                                                                                  Corporation         purposes

                                                                                                      Name amended from
                                                                                                      Roadmaster
                                                                                                      Corporation to
                                                                                                      Brunswick
                                                                                                      Corporation on
                                                                                                      10-9-96 (3596868)

                                                                                                      Continued on 4-20-00
                                                                                                      (4197297)

BRUNSWICK              UCC           SOS-IL             3622035        12-9-96    Textron Financial   Leased equipment;
CORPORATION                                                                       Corporation         precautionary
                                                                                                      purposes only

BRUNSWICK              UCC           SOS-IL             3633333         1-2-97    Hyster Credit       Specific equipment
CORPORATION                                                                       Company
</TABLE>

<PAGE>

                                      -5-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
BRUNSWICK              UCC           SOS-IL             3633334         1-2-97    Hyster Credit       Specific equipment
CORPORATION                                                                       Company

BRUNSWICK              UCC           SOS-IL             3633335         1-2-97    Hyster Credit       Specific equipment
CORPORATION                                                                       Company

BRUNSWICK              UCC           SOS-IL             3694971        5-30-97    Meridian Leasing    Leased equipment
CORPORATION                                                                       Corporation

BRUNSWICK              UCC           SOS-IL             3723994         8-4-97    Minolta Business    Leased equipment
CORPORATION                                                                       Systems, Inc.

BRUNSWICK              UCC           SOS-IL             3741765        9-19-97    GE Capital          Leased equipment
CORPORATION                                                                       Corporation

BRUNSWICK              UCC           SOS-IL             3748557        10-7-97    Yale Financial      Leased equipment
CORPORATION                                                                       Services, Inc.

BRUNSWICK              UCC           SOS-IL             3848614        5-12-98    AT&T Credit         Leased equipment
CORPORATION                                                                       Corporation

BRUNSWICK              UCC           SOS-IL             3903980         9-3-98    IBM Credit          Leased equipment
CORPORATION                                                                       Corporation
                                                                                  (Lessor)

BRUNSWICK              UCC           SOS-IL             3953892        12-7-98    IBM Credit          Leased equipment
CORPORATION                                                                       Corporation
                                                                                  (Lessor)

BRUNSWICK              UCC           SOS-IL             4019147        4-13-99    Bankers/Softech     Leased equipment
CORPORATION
                                                                                                      Debtor named amended
                                                                                                      to Brunswick
                                                                                                      Corporation, Mercury
                                                                                                      Marine Division on
                                                                                                      10-5-99 (4103583)

BRUNSWICK              UCC           SOS-IL             4030031         5-3-99    Newcourt            Leased equipment
CORPORATION                                                                       Communications
                                                                                  Finance
                                                                                  Corporation as
                                                                                  Lessor

LIFE FITNESS, A        UCC           SOS-IL             4034917        5-12-99    The CIT             Specific equipment
DIVISION OF                                                                       Group/Equipment
BRUNSWICK                                                                         Financing, Inc.
CORPORATION
</TABLE>


<PAGE>

                                      -6-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
LIFE FITNESS, A        UCC           SOS-IL             4088754         9-1-99    Connor Capital, a   Specific equipment
DIVISION OF                                                                       diviiosn of Linc
BRUNSWICK                                                                         Capital, Inc.
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4098310        9-23-99    The CIT             Specific equipment
DIVISION OF                                                                       Group/Equipment
BRUNSWICK                                                                         Financing, Inc.
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4102714        10-1-99    The CIT             Leased equipment
DIVISION OF                                                                       Group/Equipment
BRUNSWICK                                                                         Financing, Inc.
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4197421        4-14-00    The CIT             Specific equipment
DIVISION OF                                                                       Group/Equipment
BRUNSWICK                                                                         Financing, Inc.
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4208423         5-8-00    Pullman Bank &      Leased equipment
DIVISION OF                                                                       Trust Co.
BRUNSWICK
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4234197        6-29-00    Microshare          Leased equipment
DIVISION OF                                                                       Technology Finance
BRUNSWICK
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4250951        8-14-00    IBM Credit          Leased equipment
DIVISION OF                                                                       Corporation
BRUNSWICK                                                                         (Lessor)
CORPORATION

LIFE FITNESS, A        UCC           SOS-IL             4454143        10-26-01   IBM Credit          Leased equipment
DIVISION OF                                                                       Corporation
BRUNSWICK                                                                         (Lessor)
CORPORATION

LEISERV, INC.          UCC           SOS-IL             3777537        12-19-97   Orix Credit         Leased equipment
                                                                                  Alliance, Inc.

LEISERV, INC.          UCC           SOS-IL             3882062        7-21-98    Orix Credit         Leased equipment
                                                                                  Alliance, Inc.

LEISERV, INC.          UCC           SOS-IL             3915571        9-25-98    Orix Credit         Leased equipment
                                                                                  Alliance, Inc.
</TABLE>

<PAGE>

                                      -7-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
LEISERV, INC.          UCC           SOS-IL             3927023        10-21-98   ORIX Credit         Additional Debtor:
                                                                                  Alliance, Inc.      Brunswick Indoor
                                                                                                      Recreation

                                                                                                      Leased equipment

LEISERV, INC.          UCC           SOS-IL             4046441         6-4-99    Orix Credit         Leased equipment
                                                                                  Alliance, Inc.

OMNI FITNESS           UCC           SOS-DE            98291640        6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-DE            98330950        7-23-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-DE             9963582        11-29-99   Brunswick           All assets
EQUIPMENT, INC.                                                                   Corporation, Life
                                                                                  Fitness Division

OMNI FITNESS           UCC           SOS-CT           0001861297       6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-CT           0001861298       6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-CT           0001861299       6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-CT           0001861300       6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation

OMNI FITNESS           UCC           SOS-CT           0001861301       6-29-98    Life Fitness, a     All assets
EQUIPMENT, INC.                                                                   division of
                                                                                  Brunswick
                                                                                  Corporation
</TABLE>

<PAGE>

                                      -8-

<TABLE>
<CAPTION>
     DEBTOR          SEARCH       JURISDICTION        FILING NO.       FILING       SECURED PARTY         COLLATERAL
                                                                        DATE                              DESCRIPTION
     ------          ------       ------------      --------------    --------    -----------------   -------------------
<S>                   <C>           <C>             <C>               <C>         <C>                 <C>
OMNI FITNESS           UCC           SOS-CT           0001963977       11-29-99   Brunswick           All assets
EQUIPMENT, INC.                                                                   Corporation, Life
                                                                                  Fitness Division

OMNI FITNESS           UCC           SOS-CT           0001997893       5-19-00    Copelco Capital,    Leased equipment
EQUIPMENT, INC.                                                                   Inc.

OMNI FITNESS           UCC           SOS-CT           0002001909        6-7-00    Life Fitness, a     Pledge and security
EQUIPMENT, INC.                                                                   division of         interest in all
                                                                                  Brunswick           common stock in Omni
                                                                                  Corporation         Fitness West, Inc.,
                                                                                                      and anything arising
                                                                                                      out of this

OMNI FITNESS           UCC           SOS-CT           0002095930       9-24-01    Qwest Technology    Leased equipment
EQUIPMENT, INC.                                                                   Finance

SEA RAY BOATS,         UCC           SOS-FL          960000229358      10-31-96   Gulf Coast Lift     Specific equipment
INC.                                                                              Truck Company,
                                                                                  Inc.

SEA RAY BOATS,         UCC           SOS-FL          970000067478      3-31-97    Foam Supplies,      Specific equipment
INC.                                                                              Inc.

SEA RAY BOATS,         UCC           SOS-FL          980000285986      12-28-97   Advanta Bank Corp.  Leased equipment;
INC.                                                                                                  informational
                                                                                                      purposes only

SEA RAY BOATS,         UCC           SOS-FL          990000170106      7-27-99    Resun Leasing       Leased equipment;
INC.                                                                              Incorporated        informational
                                                                                                      purposes only

SEA RAY BOATS,         UCC           SOS-FL          990000177271       8-4-99    Williams Scotsman   Leased equipment
INC.                                                                              Inc.

SEA RAY BOATS,         UCC           SOS-TN            200027654       7-19-00    Associates          Specific equipment
INC.                                                                              Leasing, Inc.
</TABLE>


<PAGE>

                                                                      EXHIBIT A

                       [Form of Assignment and Assumption]

                            ASSIGNMENT AND ASSUMPTION

       This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between the
Assignor identified below (the "Assignor") and the Assignee identified below
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
(the "Standard Terms and Conditions") are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.

       For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.  Assignor:                 ______________________________

2.  Assignee:                 ______________________________
                              [and is an [Affiliate] [Approved Fund] of
                              [identify Lender]]

3.  Borrower:                 ______________________________

4.  Administrative Agent:     ______________________, as the administrative
                              agent under the Credit Agreement

<PAGE>


                                      -2-

5. Credit Agreement:          The $350,000,000 Credit Agreement dated as of
                              November 15, 2002 between Brunswick Corporation,
                              the Subsidiary Account Parties party thereto, the
                              Lenders party thereto and JPMorgan Chases Bank,
                              as Administrative Agent

6. Assigned Interest:


<TABLE>
<CAPTION>
                                   AGGREGATE AMOUNT OF
                                 COMMITMENT/LOANS FOR ALL     AMOUNT OF COMMITMENT/LOANS     PERCENTAGE ASSIGNED OF
FACILITY ASSIGNED(1)                    LENDERS                       ASSIGNED                 COMMITMENT/LOANS(2)
--------------------             ------------------------     --------------------------     -----------------------

<S>                                  <C>                           <C>                                <C>
                                      $                             $                                         %
                                      $                             $                                         %
                                      $                             $                                         %
</TABLE>




Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:



                                    ASSIGNOR

                                    [NAME OF ASSIGNOR]


                                    By:_________________________
                                       Name:
                                       Title:








--------
(1)  Fill in the appropriate terminology for the types of facilities under the
     Credit Agreement that are being assigned under this Assignment (e.g.
     "Revolving Commitment," "Tranche A Commitment," "Tranche B Commitment,"
     etc.)
(2)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
     of all Lenders thereunder.


<PAGE>
                                       3


                                    ASSIGNEE

                                    [NAME OF ASSIGNEE]


                                    By:_________________________
                                       Name:
                                       Title:



[Consented to and](3) Accepted:

JPMORGAN CHASE BANK, as
  Administrative Agent


By:_________________________
     Name:
     Title:



[Consented to:](4)

BRUNSWICK CORPORATION



By:_________________________
     Name:
     Title:



--------
(3)  To be added only if the consent of the Administrative Agent is required by
     the terms of the Credit Agreement.
(4)  To be added only if the consent of the Borrower is required by the terms of
     the Credit Agreement.


<PAGE>


                                                                        ANNEX 1



                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

       1. Representations and Warranties.

       1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

       1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01(a) or
5.01(b) thereof, as applicable, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) attached to
the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

       2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the


<PAGE>

                                      -2-

Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.

       3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.






<PAGE>

                                                                      EXHIBIT B

                     [Form of Subsidiary Joinder Agreement]

                          SUBSIDIARY JOINDER AGREEMENT

____________, 200__


To JPMorgan Chase Bank,
  as Administrative Agent
270 Park Avenue
New York, New York 10017

Each of the Lenders party to the
Credit Agreement referred to below

                        Re: Subsidiary Joinder Agreement

Ladies and Gentlemen:

       Reference is made to the Credit Agreement (the "Credit Agreement") dated
as of November 15, 2002 between Brunswick Corporation (the "Borrower"), the
Subsidiary Account Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, as Administrative Agent (the "Administrative Agent"). Capitalized
terms used but not defined herein shall have the respective meanings assigned to
such terms in the Credit Agreement.

       The Borrower and the "Subject Subsidiary" (as identified on the signature
pages below) have executed and hereby deliver this Subsidiary Joinder Agreement
pursuant to Section 2.05(m) of the Credit Agreement, in order to designate the
Subject Subsidiary as a Subsidiary Account Party under the Credit Agreement.

       Accordingly, the Borrower and the Subject Subsidiary hereby represent and
warrant and agree that as of the "Effective Date" (as defined below):

       1. The Subject Subsidiary is a wholly-owned Subsidiary of the Borrower;

       2. The Subject Subsidiary is subject to and bound by each of the
    obligations of an Account Party, including a Subsidiary Account Party,
    contained in the Credit Agreement as if the Subject Subsidiary were an
    original signatory to such Credit Agreement;

       3. Each of the representations and warranties contained in the Credit
    Agreement and in the other Loan Documents (to the extent the same relate to
    a Subsidiary of the Borrower) are true and correct as to the Subject
    Subsidiary on and as of the Effective Date (or, if any such representation
    or warranty is expressly stated to have been made as of a specific date, as
    of such specific date);

<PAGE>

                                      -2-

       4. The Subject Subsidiary's addresses for notices, other communications
    and service of process provided for in the Credit Agreement shall be given
    in the manner, and with the effect, specified in Sections 10.01 and 10.09(e)
    of the Credit Agreement to it at its "Address for Notices" specified on the
    signature pages below; and

       5. The Subject Subsidiary shall deliver to the Administrative Agent a
    process agent acceptance letter substantially in the form of Exhibit E to
    the Credit Agreement and such other documents as the Administrative Agent
    shall reasonably request that are consistent with conditions set forth in
    Section 4.01 of the Credit Agreement, each in form and substance reasonably
    satisfactory to the Administrative Agent.

       In addition to the foregoing, the Borrower hereby represents and warrants
and agrees that as of the Effective Date:

       1. Each of the representations and warranties contained in the Credit
    Agreement and in the other Loan Documents are true and correct on and as of
    the Effective Date (or, if any such representation or warranty is expressly
    stated to have been made as of a specific date, as of such specific date);

       2. No Default has occurred and is continuing; and

       5. The Guarantee of the Borrower contained in Article IX of the Credit
    Agreement applies to all of the obligations of the Subject Subsidiary
    pursuant thereto.

       This Subsidiary Joinder Agreement shall become effective as of the date
(the "Effective Date") on which the Administrative Agent [and each Issuing
Lender which has approved the designation of the Subject Subsidiary as a
Subsidiary Account Party](5) accept[s] this Subsidiary Joinder Agreement as
provided on the signature pages below. As of the Effective Date, the Subject
Subsidiary shall be entitled to the rights, and subject to the obligations, of
an Account Party, including a Subsidiary Account Party, contained in the Credit
Agreement. Except as expressly herein agreed with respect to the joinder of the
Subject Subsidiary as a Subsidiary Account Party, the Credit Agreement shall
remain unchanged and in full force and effect.

       This Subsidiary Joinder Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement. This Subsidiary Joinder Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.




--------
(5)   Insert if the Subject Subsidiary is a Foreign Subsidiary.



<PAGE>

                                      -3-

                                  BORROWER

                                  BRUNSWICK CORPORATION



                                  By:_________________________
                                      Name:
                                      Title:


                                  SUBJECT SUBSIDIARY

                                  __________________________________,

                                  a __________________ [corporation]



                                  By:_________________________
                                      Name:
                                      Title:


                                  Address for Notices

                                  _______________________________

                                  _______________________________

                                  _______________________________

                                  Attn:__________________________

                                  Tel:________________

                                  Fax:________________



<PAGE>

                                      -4-

Accepted:

this ___ day of
_____________, 200__

JPMORGAN CHASE BANK,
  as Administrative Agent [and Issuing Lender]


By:___________________________
     Name:
     Title:


_____________________________,
  as Issuing Lender


By:___________________________
     Name:
     Title:


<PAGE>


                                                                      EXHIBIT C

                  [Form of Opinion of Counsel to the Borrower]

                                                              November 15, 2002

To the Lenders party to the Credit Agreement
  referred to below and JPMorgan Chase Bank,
  as Administrative Agent

Ladies and Gentlemen:

       We have acted as special counsel to Brunswick Corporation, a Delaware
corporation (the "Borrower"), in connection with the negotiation, execution and
delivery of the Credit Agreement (the "Credit Agreement") dated as of November
15, 2002 among the Borrower, the Subsidiary Account Parties party thereto from
time to time, the Lenders party thereto and JPMorgan Chase Bank, as
Administrative Agent, providing for extensions of credit to be made by the
Lenders to the Borrower and the Subsidiary Account Parties in an aggregate
principal or face amount not exceeding $350,000,000. Terms defined in the Credit
Agreement are used herein as defined therein. We are delivering this opinion
letter to you pursuant to Section 4.01(b) of the Credit Agreement at the request
of the Borrower.

       In rendering the opinions expressed below, we have examined:

       (a) the Credit Agreement;

       (b) the promissory notes of the Borrower, dated the date hereof in favor
of Lloyds TSB Bank PLC, PNC Bank, National Association, Wells Fargo Bank,
National Association, SunTrust Bank and Lasalle Bank National Association,
respectively, executed and delivered by the Borrower on the date hereof pursuant
to the Credit Agreement (such notes, together with the Credit Agreement, the
"Credit Documents"); and

       (c) such records of the Borrower and such other documents as we have
deemed necessary as a basis for the opinions expressed below.

       In our examination, we have assumed the legal capacity of all
individuals, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon statements of
governmental officials and upon representations made in or pursuant to the
Credit Agreement and certificates of appropriate representatives of the
Borrower.

       In rendering the opinions expressed below, we have assumed, with respect
to all of the documents referred to in this opinion letter, that (except, to the
extent set forth in the opinions expressed below, as to Brunswick Family Boat
Co. Inc., a Delaware corporation, and Boston Whaler Commercial & Government
Products, Inc., a Delaware corporation (collectively, the "Subsidiary Parties"),
and as to the Borrower and:

<PAGE>

                                      -2-

       (i) such documents have been duly authorized by, have been duly executed
and delivered by, and constitute legal, valid, binding and enforceable
obligations of, all of the parties to such documents;

       (ii) all signatories to such documents have been duly authorized;

       (iii) all of the parties to such documents are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents; and

       (iv) the execution, delivery and performance by the parties to such
documents do not and will not violate the violate the articles or certificate of
incorporation, articles of association, by-laws or other constitutive documents,
as applicable, of any such party, any contract or indenture to which any such
party is a party or by which it is created or it or any of its property is
bound, or any order or decree of any court, administrative agency or other
governmental authority applicable to any such party, or any law applicable to
any such party.

       Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that:

       1. The Borrower is a corporation duly incorporated, validly existing and
    in good standing under the laws of the State of Delaware. The Borrower has
    all requisite corporate power and authority to carry on its business as now
    conducted. The Borrower is qualified to do business in, and is in good
    standing in, the State of Illinois.

       2. The execution, delivery and performance by the Borrower of the Credit
    Documents are within the corporate powers of the Borrower.

       3. The execution, delivery and performance by the Borrower of the Credit
    Documents have been duly authorized by all necessary corporate action on the
    part of the Borrower.

       4. The Credit Documents have been duly executed and delivered by the
    Borrower.

       5. The Credit Documents constitute the legal, valid and binding
    obligations of the Borrower, enforceable against the Borrower in accordance
    with their terms. The Credit Agreement constitutes the legal, valid and
    binding obligation of each Subsidiary Party, enforceable against each
    Subsidiary Party in accordance with its terms.

       6. The execution, delivery and performance by the Borrower of the Credit
    Documents (a) do not require any consent or approval of, registration or
    filing with, or any other action by, any Illinois, New York or Federal
    Governmental Authority (b) will not violate any law applicable to the
    Borrower or the Restated Certificate of Incorporation, as amended, or
    by-laws of the Borrower or, to our knowledge, any order, writ, decree or
    injunction of any Governmental Authority to which the Borrower is a party or
    by which it is bound, and (c) to our knowledge, will

<PAGE>

                                      -3-

    not violate, result in a default under, result in the creation or imposition
    of any Lien on any asset of the Borrower under, or give rise to a right to
    require any payment to be made by the Borrower under, any indenture,
    agreement or other instrument binding upon the Borrower.

       7. Neither the Borrower nor any of its Subsidiaries is (a) an "investment
    company" (as defined in the Investment Company Act of 1940, as amended (the
    "ICA")) registered or required to be registered under the ICA, or (b) a
    "holding company" as defined in, or subject to regulation under, the Public
    Utility Holding Company Act of 1935.

       The foregoing opinions are subject to the following comments and
qualifications:

       A. The opinions expressed in Paragraph 5 are subject to (i) limitations
imposed by any applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws affecting creditors' rights generally,
(ii) the effect of general principles of equity, including but not limited to
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether considered in a proceeding in equity or at law), and (iii)
limitations imposed by public policy under certain circumstances, including on
the enforceability of provisions indemnifying a party against its own wrongful
or negligent acts.

       B. We express no opinion as to the effect of (i) the compliance or
noncompliance of the Administrative Agent or any Lender with any state or
federal laws or regulations applicable to the Administrative Agent or any Lender
because of the Administrative Agent's or any Lender's legal or regulatory
status, the nature of the Administrative Agent's or any Lender's business or
(ii) the failure of the Administrative Agent or any Lender to be authorized to
conduct business in any jurisdiction.

       C. The enforceability of provisions in the Credit Documents to the effect
that terms may not be waived or modified except in writing may be limited under
certain circumstances.

       D. We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the States of Illinois
and New York) that limit the interest, fees or other charges such Lender may
impose, (ii) the last sentence of Section 2.17(d) of the Credit Agreement, (iii)
the first sentence of Section 10.09(b) of the Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the United States
District Court for the Southern District of New York to adjudicate any
controversy related to the Credit Agreement, (iv) any provisions pursuant to
which the Borrower or a Subsidiary Party consents to the service of process by
means prescribed in the Credit Agreement, (v) the first sentence of Section
10.10 of the Credit Agreement, (vi) Section 10.11 of the Credit Agreement and
(vii) the Federal securities laws of the United States of America or any state
securities or blue sky laws.

       E. We note that (i) a New York statute provides that a judgment rendered
by a court of the State of New York in respect of an obligation denominated in
any Foreign Currency would be rendered in such Foreign Currency and would be
converted into Dollars at the rate of exchange prevailing on the date of entry
of such judgment and (ii) a judgment rendered by a United States federal court
in the State of New York in respect of an obligation denominated in a Foreign
Currency may be expressed in Dollars (provided that we express no opinion as to
the rate of exchange such court would apply).
<PAGE>

                                      -4-

       With respect to the opinions in Paragraph 7(a) above, we have relied
exclusively as to factual matters on a certificate of the Borrower dated the
date of this opinion letter. We note that, for purposes of determining whether a
particular entity is an "investment company" within the meaning of the ICA, it
is necessary to examine the "value" of the assets of such entity within the
meaning of Section 2(a)(41)(A) of the ICA. Section 2(a)(41)(A)(ii) of the ICA
provides that the "value" of certain assets held by an entity shall be the "fair
value" of such assets as determined in good faith by such entity's board of
directors (or similar governing body). Neither the Board of Directors of the
Borrower nor that of any Subsidiary was requested to determine the value of any
assets required to be valued at "fair value" pursuant to Section
2(a)(41)(A)(ii), but the certificate referred to above in this paragraph makes
certain certifications regarding the value of the assets of the Borrower and
certain of its subsidiaries and states that values were determined in good faith
by a person or persons having such knowledge of business and financial matters
as to be in a position to determine such fair values. We have assumed, however,
with your permission, that all assets of the Borrower and its Subsidiaries that
are required to be valued at "fair value" pursuant to Section 2(a)(41)(A)(ii) of
the ICA by the Board of Directors of the Borrower or of the relevant Subsidiary,
as the case may be, would have been valued at the same values ascribed to such
assets for purposes of such certificate had the Board of Directors of the
Borrower or of the relevant Subsidiary determined the "fair value" thereof
pursuant to such section.

       Any opinion or statement herein which is expressed to be "to our
knowledge" or is otherwise qualified by words of like import means that the
lawyers currently practicing law with Sidley Austin Brown & Wood LLP and its
affiliate partnerships who have had an active involvement in negotiating or
reviewing the Credit Documents have no current conscious awareness of any facts
or information contrary to such opinion or statement. With respect to such
matters, such persons, with your express permission and consent, have not
undertaken any other investigation or inquiry of other lawyers practicing law
with this firm, or any review of files maintained by this firm, or any inquiry
of officers or employees of the Borrower. The reference to "conscious awareness"
in this paragraph has the meaning given that phrase in the Third-Party Legal
Opinion Report, Including the Legal Opinion Accord, of the Section of Business
Law, American Bar Association, 47 Bus. Law 167, 192 (1991).

       The foregoing opinions are limited to matters involving the Delaware
General Corporation Law, the federal laws of the United States of America and
the laws of the States of Illinois and New York, and we do not express any
opinion as to the laws of any other jurisdiction.

       This opinion letter is furnished by us solely for your benefit and the
benefit of your successors and assignees and future participants under the
Credit Agreement, and it may not be relied upon, quoted from or delivered to any
person other than such successors, assignees and participants, your legal
counsel and the legal counsel of such successors, assignees and participants
without, in each instance, our prior written consent. The opinions expressed
above are based solely on factual matters in existence as of the date hereof and
laws and regulations in effect on the date hereof, and we assume no obligation
to revise or supplement this opinion letter should such factual matters change
or should such laws or regulations be changed by legislative or regulatory
action, judicial decision or otherwise.

                                         Very truly yours,



<PAGE>

                                                                      EXHIBIT D

             [Form of Opinion of Special New York Counsel to JPMCB]





                                                              November 15, 2002

To the Lenders party to the Credit Agreement
   referred to below and JPMorgan Chase Bank,
   as Administrative Agent


Ladies and Gentlemen:

       We have acted as special New York counsel to JPMorgan Chase Bank
("JPMCB") in connection with the Credit Agreement (the "Credit Agreement") dated
as of November 15, 2002, between Brunswick Corporation (the "Borrower"), the
Subsidiary Account Parties party thereto, the Lenders party thereto and JPMCB,
as Administrative Agent, providing for extensions of credit to be made by the
Lenders to the Borrower and such Subsidiary Account Parties in an aggregate
principal or face amount not exceeding $350,000,000. Terms defined in the Credit
Agreement are used herein as defined therein. This opinion letter is being
delivered pursuant to Section 4.01(c) of the Credit Agreement.

       In rendering the opinions expressed below, we have examined (a) the
Credit Agreement and (b) the promissory notes executed and delivered by the
Borrower on the date hereof under the Credit Agreement (together with the Credit
Agreement, the "Credit Documents").

       In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied
upon representations made in or pursuant to the Credit Agreement.

       In rendering the opinions expressed below, we have assumed, with respect
to all of the documents referred to in this opinion letter, that:

       (i) such documents have been duly authorized by, have been duly executed
    and delivered by, and (except to the extent set forth in the opinions
    expressed below as to the Borrower) constitute legal, valid, binding and
    enforceable obligations of, all of the parties to such documents;

       (ii) all signatories to such documents have been duly authorized; and
<PAGE>

                                      -2-

       (iii) all of the parties to such documents are duly organized and validly
    existing and have the power and authority (corporate or other) to execute,
    deliver and perform such documents.

       Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that the Credit Documents constitute the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or other similar laws relating to
or affecting the rights of creditors generally and except as the enforceability
of the Credit Documents is subject to the application of general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
including (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

       The foregoing opinions are subject to the following comments and
qualifications:

       (A) The enforceability of Section 10.03 of the Credit Agreement may be
    limited by laws limiting the enforceability of provisions exculpating or
    exempting a party, or requiring indemnification of a party for, liability
    for its own action or inaction, to the extent the action or inaction
    involves gross negligence, recklessness, willful misconduct or unlawful
    conduct.

       (B) The enforceability of provisions in the Credit Agreement to the
    effect that terms may not be waived or modified except in writing may be
    limited under certain circumstances.

       (C) We express no opinion as to (i) the effect of the laws of any
    jurisdiction in which any Lender is located (other than the State of New
    York) that limit the interest, fees or other charges such Lender may impose,
    (ii) the last sentence of Section 2.17(d) of the Credit Agreement, (iii) the
    first sentence of Section 10.09(b) of the Credit Agreement, insofar as such
    sentence relates to the subject-matter jurisdiction of the United States
    District Court for the Southern District of New York to adjudicate any
    controversy related to the Credit Agreement, (iv) the waiver of inconvenient
    forum set forth in Section 10.09(c) of the Credit Agreement with respect to
    proceedings in the United States District Court for the Southern District of
    New York and (v) Section 10.11 of the Credit Agreement.

       (D) Clause (iii) of the second sentence of Section 9.02 may not be
    enforceable to the extent that the Guaranteed Obligations are materially
    modified.

       (E) We wish to point out with reference to obligations stated to be
    payable in a Foreign Currency that (i) a New York statute provides that a
    judgment rendered by a court of the State of New York in respect of an
    obligation denominated in any Foreign Currency would be rendered in such
    Foreign Currency and would be converted into Dollars at the rate of exchange
    prevailing on the date of entry of such judgment and (ii) a


<PAGE>

                                      -3-

    judgment rendered by a United States Federal court sitting in the State of
    New York in respect of an obligation denominated in a Foreign Currency may
    be expressed in Dollars, but we express no opinion as to the rate of
    exchange such Federal court would apply.

       The foregoing opinions are limited to matters involving the Federal laws
of the United States of America and the law of the State of New York, and we do
not express any opinion as to the laws of any other jurisdiction.

       At the request of our client, this opinion letter is, pursuant to Section
4.01(c) of the Credit Agreement, provided to you by us in our capacity as
special New York counsel to JPMCB and may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our prior written consent.

                                       Very truly yours,


<PAGE>

                                                                     EXHIBIT E

                    [Form of Process Agent Acceptance Letter]

                              CT Corporation System

                                                             ___________, 200_

To:  JPMorgan Chase Bank,
       as administrative agent under the
       Credit Agreement referred to below
       (the "Administrative Agent")

                  Re: [___________] (the "Subject Subsidiary")

Ladies and Gentlemen:

       In respect of the Credit Agreement (the "Credit Agreement") dated as of
November 15, 2002 between Brunswick Corporation (the "Borrower"), the Subsidiary
Account Parties party thereto, the Lenders party thereto and the Administrative
Agent, the undersigned hereby accepts the irrevocable designation and
appointment of it as of the date hereof as agent for the Subject Subsidiary to
accept and acknowledge service of any and all process, as contemplated by
Section 10.09(e) of the Credit Agreement and otherwise as provided thereby, such
acceptance to remain in effect until the Credit Agreement shall have been
terminated and all obligations thereunder of the Subject Subsidiary shall have
been paid in full.

       The undersigned agrees to give the Administrative Agent or the Borrower,
as applicable, immediate notice by telephone, fax, telex, cable or any other
means of instant communication upon receipt of all papers served upon the
undersigned pursuant to such appointment and to forward promptly to the
Administrative Agent or the Borrower, as applicable, all such papers served
pursuant to such appointment by reputable overnight carrier.

                                  Very truly yours,

                                  CT CORPORATION SYSTEM


                                  By:____________________________

                                  Title: ________________________



<PAGE>

                                                                      EXHIBIT F

              [Form of Subsidiary Account Party Termination Notice]

                   SUBSIDIARY ACCOUNT PARTY TERMINATION NOTICE

____________, 200__

To JPMorgan Chase Bank,
  as Administrative Agent
270 Park Avenue
New York, New York 10017

__________________,
  as Issuing Lender

________________________

________________________

Each of the Lenders party to the
Credit Agreement referred to below

       Re: Termination of [____________] (the "Subject Subsidiary") as
           Subsidiary Account Praty

       The Borrower hereby gives notice pursuant to Section 2.05(m) of the
Credit Agreement dated as of November 15, 2002 between Brunswick Corporation
(the "Borrower"), the Subsidiary Account Parties party thereto, the Lenders
party thereto (the "Lenders") and the Administrative Agent (the "Credit
Agreement") that, effective as of the date hereof, the Subject Subsidiary is
terminated as an Account Party under the Credit Agreement and all commitments by
the Lenders to issue Letters of Credit for account of such Account Party under
the Credit Agreement are hereby terminated.

       Pursuant to Section 2.05(m) of the Credit Agreement, the Borrower hereby
certifies that there is no LC Exposure outstanding with respect to any Letter of
Credit for which the Subject Subsidiary is an Account Party.

       All obligations of the Subject Subsidiary arising in respect of any
period in which the Subject Subsidiary was, or on account of any action or
inaction taken by the Subject Subsidiary as, an Account Party under the Credit
Agreement shall survive the termination effected by this notice.

       Terms used herein have the meanings assigned to them in the
Credit Agreement.

                                   BRUNSWICK CORPORATION


                                   By____________________________
                                            Authorized Officer