<PAGE>

                                                                 EXHIBIT 10 (TT)

                                                                  EXECUTION COPY



                                 $1,500,000,000

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 30, 2002

                                      Among

                              GOODRICH CORPORATION,
                                   as Company



                        THE INITIAL LENDERS NAMED HEREIN,
                                   as Lenders



                                 CITIBANK, N.A.,
                                 as Paying Agent



                                 MERRILL LYNCH,
                          PIERCE FENNER & SMITH, INC.,
                              MERRILL LYNCH & CO.,
                               JPMORGAN CHASE BANK
                                       and
                             BANK OF AMERICA, N.A.,
                            as Co-Syndication Agents


                                 CITIBANK, N.A.
                                       and
                                  BANK ONE, NA,
                           as Co-Administrative Agents

                                       and

                            SALOMON SMITH BARNEY INC.
                                       and
                         BANC ONE CAPITAL MARKETS, INC.,
                   as Co-Lead Arrangers and Joint Book Runners



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS.............................................................1
-------------------------------------------

    SECTION 1.01.  Certain Defined Terms................................................................1
    ------------------------------------

ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES..........................................................16
---------------------------------------------

    SECTION 2.01.  The Advances........................................................................16
    ---------------------------
    SECTION 2.02.  Making the Advances.................................................................16
    ----------------------------------
    SECTION 2.03.  Fees................................................................................17
    -------------------
    SECTION 2.04.  Termination or Reduction of the Commitments.........................................17
    ----------------------------------------------------------
    SECTION 2.05.  Repayment of Advances...............................................................18
    ------------------------------------
    SECTION 2.06.  Interest on Advances................................................................18
    -----------------------------------
    SECTION 2.07.  Interest Rate Determination.........................................................18
    ------------------------------------------
    SECTION 2.08.  Optional Conversion of Advances.....................................................20
    ----------------------------------------------
    SECTION 2.09.  Optional Prepayments of Advances....................................................20
    -----------------------------------------------
    SECTION 2.10.  Mandatory Prepayments and Reduction of Commitments..................................20
    -----------------------------------------------------------------
    SECTION 2.11.  Increased Costs; Reserve Percentages................................................22
    ---------------------------------------------------
    SECTION 2.12.  Illegality..........................................................................23
    -------------------------
    SECTION 2.13.  Payments and Computations...........................................................23
    ----------------------------------------
    SECTION 2.14.  Taxes...............................................................................25
    --------------------
    SECTION 2.15.  Sharing of Payments, Etc............................................................27
    ---------------------------------------
    SECTION 2.16.  Evidence of Debt....................................................................27
    -------------------------------
    SECTION 2.17.  Use of Proceeds.....................................................................28
    ------------------------------

ARTICLE III  CONDITIONS TO EFFECTIVENESS AND LENDING...................................................28
----------------------------------------------------

    SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01...............................28
    --------------------------------------------------------------------
    SECTION 3.02.  Conditions Precedent to the Initial Borrowing.......................................30
    ------------------------------------------------------------
    SECTION 3.03.  Conditions Precedent to Initial Borrowing of Each Designated Subsidiary.............31
    --------------------------------------------------------------------------------------
    SECTION 3.04.  Conditions Precedent to Each Borrowing..............................................32
    -----------------------------------------------------
    SECTION 3.05.  Determinations Under Section 3.01 and Section 3.02..................................32
    -----------------------------------------------------------------

ARTICLE IV  REPRESENTATIONS AND WARRANTIES.............................................................32
------------------------------------------

    SECTION 4.01.  Representations and Warranties of the Company.......................................32
    ------------------------------------------------------------

ARTICLE V  COVENANTS OF THE COMPANY....................................................................36
-----------------------------------

    SECTION 5.01.  Covenants...........................................................................36
    ------------------------

ARTICLE VI  EVENTS OF DEFAULT..........................................................................42
-----------------------------

    SECTION 6.01.  Events of Default...................................................................42
    --------------------------------

ARTICLE VII   GUARANTY.................................................................................44
----------------------

    SECTION 7.01.  Guaranty; Limitation of Liability...................................................44
    ------------------------------------------------
    SECTION 7.02.  Guaranty Absolute...................................................................45
    --------------------------------
    SECTION 7.03.  Waivers and Acknowledgments.........................................................46
    ------------------------------------------
    SECTION 7.04.  Subrogation.........................................................................46
    --------------------------
    SECTION 7.05.  Continuing Guaranty; Assignments....................................................47
    -----------------------------------------------
</TABLE>



                                       i

<PAGE>

<TABLE>
<S>                                                                                                  <C>
ARTICLE VIII  THE PAYING AGENT.........................................................................47
------------------------------

    SECTION 8.01.  Authorization and Action............................................................47
    ---------------------------------------
    SECTION 8.02.  Paying Agent's Reliance, Etc........................................................48
    -------------------------------------------
    SECTION 8.03.  Citibank and its Affiliates.........................................................48
    ------------------------------------------
    SECTION 8.04.  Lender Credit Decision..............................................................49
    -------------------------------------
    SECTION 8.05.  Indemnification.....................................................................49
    ------------------------------
    SECTION 8.06.  Successor Paying Agent..............................................................49
    -------------------------------------
    SECTION 8.07.  Other Agents........................................................................50
    ---------------------------

ARTICLE IX  MISCELLANEOUS..............................................................................50
-------------------------

    SECTION 9.01.  Amendments, Etc.....................................................................50
    ------------------------------
    SECTION 9.02.  Notices, Etc........................................................................50
    ---------------------------
    SECTION 9.03.  No Waiver; Remedies.................................................................51
    ----------------------------------
    SECTION 9.04.  Costs and Expenses..................................................................51
    ---------------------------------
    SECTION 9.05.  Binding Effect......................................................................52
    -----------------------------
    SECTION 9.06.  Assignments and Participations......................................................52
    ---------------------------------------------
    SECTION 9.07.  Confidentiality.....................................................................56
    ------------------------------
    SECTION 9.08.  Governing Law.......................................................................56
    ----------------------------
    SECTION 9.09.  Execution in Counterparts...........................................................56
    ----------------------------------------
    SECTION 9.10.  Judgment............................................................................56
    -----------------------
    SECTION 9.11.  Jurisdiction, Etc...................................................................56
    --------------------------------
    SECTION 9.12.  Designated Subsidiaries.............................................................57
    --------------------------------------
    SECTION 9.13.  Waiver of Jury Trial................................................................59
    -----------------------------------
</TABLE>


Schedules


Schedule I      -         List of Applicable Lending Offices


Exhibits

Exhibit A       -     Form of Note
Exhibit B       -     Form of Notice of Borrowing
Exhibit C       -     Form of Assignment and Acceptance
Exhibit D-1     -     Form of Opinion of General Counsel for the Company
Exhibit D-2     -     Form of Opinion of Jones, Day, Reavis & Pogue
Exhibit E       -     Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP
Exhibit F       -     Form of Designation Letter



                                       ii


<PAGE>

                            364-DAY CREDIT AGREEMENT

                            Dated as of July 30, 2002

                GOODRICH CORPORATION, a New York corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") named on the signature pages hereto, and CITIBANK, N.A. ("Citibank"),
as paying agent (the "Paying Agent") for the Lenders (as hereinafter defined),
agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                SECTION 1.01. Certain Defined Terms. As used in this 364-Day
Credit Agreement (as the same may from time to time be amended, restated or
otherwise modified, the "Agreement"), the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

                "Acquired Business" means certain assets and certain liabilities
        of the aeronautical systems segment of TRW, as described in the
        Acquisition Agreement.

                "Acquisition" means the proposed acquisition by the Company of
        the Acquired Business pursuant to the terms of the Acquisition
        Agreement.

                "Acquisition Agreement" means the Master Agreement of Purchase
        and Sale dated as of June 18, 2002 between the Company and TRW.

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

                "Affiliate" means, as to any Person, any other Person that,
        directly or indirectly, controls, is controlled by or is under common
        control with such Person or is a director or officer of such Person. For
        purposes of this definition, the term "control" (including the terms
        "controlling", "controlled by" and "under common control with") of a
        Person means the possession, direct or indirect, of the power to vote
        10% or more of the Voting Stock of such Person or to direct or cause the
        direction of the management and policies of such Person, whether through
        the ownership of Voting Stock, by contract or otherwise.

                "Agent's Account" means the account of the Paying Agent
        maintained by the Paying Agent at the office of Citibank at 388
        Greenwich Street, New York, New York 10013, Account No. 36852248,
        Attention: Bank Loan Syndications and such other account of the Paying
        Agent as is designated in writing from time to time by the Paying Agent
        to the Company and the Lenders for such purpose.

                "Agreement" has the meaning specified in the first sentence of
        this Section 1.01.


<PAGE>
                                       2

                "Applicable Lending Office" means, with respect to each Lender,
        such Lender's Domestic Lending Office in the case of a Base Rate Advance
        and such Lender's Eurodollar Lending Office in the case of a Eurodollar
        Rate Advance.

                "Applicable Margin" means (a) for Base Rate Advances, 0% per
        annum and (b) for Eurodollar Rate Advances, as of any date, a percentage
        per annum determined by reference to the Public Debt Rating in effect on
        such date as set forth below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
                                                   Applicable Margin for
         Public Debt Rating S&P/Moody's           Eurodollar Rate Advances

---------------------------------------------------------------------------
<S>                                               <C>
Level 1 BBB+ or Baa1 or above                              0.650%
---------------------------------------------------------------------------
Level 2 BBB or Baa2                                        0.725%
---------------------------------------------------------------------------
Level 3 BBB- and Baa3                                      1.200%
---------------------------------------------------------------------------
Level 4 Lower than Level 3                                 1.625%
---------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
         Public Debt Rating S&P/Moody's            Applicable Percentage

---------------------------------------------------------------------------
<S>                                                <C>
Level 1 BBB+ or Baa1 or above                                    0.100%
---------------------------------------------------------------------------
Level 2 BBB or Baa2                                              0.150%
---------------------------------------------------------------------------
Level 3 BBB- and Baa3                                            0.175%
---------------------------------------------------------------------------
Level 4 Lower than Level 3                                       0.250%
---------------------------------------------------------------------------
</TABLE>

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

                "Bankruptcy Law" means any proceeding of the type referred to in
        Section 6.01(e) or Title 11, U.S. Code, or any similar foreign, federal
        or state law for the relief of debtors.

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

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

                        (b)     the sum (adjusted to the nearest 1/4 of 1% or,
                if there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                dividing (A) the latest three-week moving average of secondary


<PAGE>
                                       3

                market morning offering rates in the United States for
                three-month certificates of deposit of major United States money
                market banks, such three-week moving average (adjusted to the
                basis of a year of 360 days) being determined weekly on each
                Monday (or, if such day is not a Business Day, on the next
                succeeding Business Day) for the three-week period ending on the
                previous Friday by Citibank on the basis of such rates reported
                by certificate of deposit dealers to and published by the
                Federal Reserve Bank of New York or, if such publication shall
                be suspended or terminated, on the basis of quotations for such
                rates received by Citibank from three New York certificate of
                deposit dealers of recognized standing selected by Citibank, by
                (B) a percentage equal to 100% minus the average of the daily
                percentages specified during such three-week period by the Board
                of Governors of the Federal Reserve System (or any successor)
                for determining the maximum reserve requirement (including, but
                not limited to, any emergency, supplemental or other marginal
                reserve requirement) for Citibank with respect to liabilities
                consisting of or including (among other liabilities) three-month
                Dollar non-personal time deposits in the United States, plus
                (iii) the average during such three-week period of the annual
                assessment rates estimated by Citibank for determining the then
                current annual assessment payable by Citibank to the Federal
                Deposit Insurance Corporation (or any successor) for insuring
                Dollar deposits of Citibank in the United States; and

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

                "Base Rate Advance" means an Advance that bears interest as
        provided in Section 2.06(a)(i).

                "Borrowers" means, collectively, the Company and each Designated
        Subsidiary that shall become a party to this Agreement pursuant to
        Section 9.12.

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

                "Borrowing Minimum" means $5,000,000 or, if less, the aggregate
        amount of the unused Commitments.

                "Borrowing Multiple" means $1,000,000.

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

                "Capitalized Lease" means any lease the obligation for Rentals
        with respect to which is required to be capitalized on a consolidated
        balance sheet of the lessee and its subsidiaries in accordance with
        GAAP.

                "Capitalized Rentals" of any Person means as of the date of any
        determination thereof the amount at which the aggregate Rentals due and
        to become due under all


<PAGE>
                                       4


                Capitalized Leases under which such Person is a lessee would be
                reflected as a liability on a consolidated balance sheet of such
                Person.

                "Change of Control" shall occur if (i) any Person or two or more
        Persons (other than a Permitted Holder) acting in concert shall have
        acquired beneficial ownership (within the meaning of Rule 13d-3 of the
        Securities and Exchange Commission under the Securities Exchange Act of
        1934), directly or indirectly, of Voting Stock of the Company (or other
        securities convertible into such Voting Stock) representing 35% or more
        of the combined voting power of all Voting Stock of the Company; or (ii)
        during any period of up to 24 consecutive months, commencing before or
        after the Effective Date, individuals who at the beginning of such
        24-month period were directors of the Company shall cease for any reason
        (other than due to death or disability) to constitute a majority of the
        board of directors of the Company (except to the extent that individuals
        who at the beginning of such 24-month period were replaced by
        individuals (x) elected by 66-2/3% of the remaining members of the board
        of directors of the Company or (y) nominated for election by a majority
        of the remaining members of the board of directors of the Company and
        thereafter elected as directors by the shareholders of the Company);
        provided, however, that in no event shall a transaction that is
        permitted pursuant to Section 5.01(h)(i) constitute a Change of Control
        under this Agreement.

                "Co-Lead Arrangers" means Salomon Smith Barney Inc. and Banc One
        Capital Markets, Inc.

                "Commitment" means as to any Lender (a) the Dollar amount set
        forth opposite such Lender's name on the signature pages hereof or (b)
        if such Lender has entered into any Assignment and Acceptance, the
        Dollar amount set forth for such Lender in the Register maintained by
        the Paying Agent pursuant to Section 9.06(d), as such amount may be
        reduced pursuant to Section 2.04.

                "Confidential Information" means confidential or proprietary
        information delivered or made available by or on behalf of the Company
        or any Subsidiary to the Paying Agent or any Lender, but does not
        include information (i) which was publicly available or otherwise known
        to the Paying Agent or such Lender, at the time of disclosure (other
        than through disclosure to the Paying Agent or such Lender by the
        Company or any Subsidiary on behalf of the Company or any Subsidiary),
        (ii) which subsequently becomes publicly known through no act or
        omission by the Paying Agent or any Lender, or (iii) which otherwise
        becomes known to the Paying Agent or such Lender, other than through
        disclosure by the Company or any Subsidiary or on behalf of the Company
        or any Subsidiary or disclosure in violation of an obligation of
        confidence of which the Paying Agent or such Lender knows or should have
        known.

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

                "Consolidated Net Income" for any period shall mean the gross
        revenues of the Company and its Consolidated Subsidiaries for such
        period less all expenses and other proper charges (including taxes on
        income) for such period, determined on a consolidated basis in
        accordance with GAAP.


<PAGE>
                                       5


                "Consolidated Net Worth" shall mean as of the date of any
        determination thereof the consolidated shareholders' equity of the
        Company and its Consolidated Subsidiaries determined in accordance with
        GAAP. A "company-obligated minority interest in subsidiary" associated
        with a monthly or quarterly income preferred security (MIPS/QUIPS), or
        similar security, term income deferrable equity securities or similar
        securities, or securities mandatorily convertible into common stock,
        will be included in Consolidated Net Worth for purposes of this
        definition.

                "Consolidated Subsidiary" means any entity which is treated as a
        consolidated subsidiary of the Company for purposes of its public
        financial statements as prepared in accordance with GAAP.

                "Convert", "Conversion" and "Converted" each refers to a
        conversion of Advances of one Type into Advances of the other Type
        pursuant to Section 2.07 or 2.08.

                "Debt" of any Person shall mean, as of the date of any
        determination thereof (and, in each case, without duplication):

                (i)     Indebtedness for borrowed money;

                (ii)    Indebtedness which is evidenced by acceptances, notes or
        other instruments;

                (iii)   Capitalized Rentals;

                (iv)    reimbursement obligations under letters of credit issued
        to secure obligations of any Person of the type described in clauses
        (i), (ii) or (iii) above;

                (v)     any obligation (including, without limitation,
        obligations in connection with sale-leaseback transactions) secured by a
        Lien on Property, whether or not the obligor has assumed such obligation
        or whether or not such obligation is non-recourse to the credit of such
        obligor; and

                (vi)    Guaranties of any of the foregoing;

        and provided, however, that Debt shall not include any obligation of the
        Company or any Subsidiary if neither the Company nor any Consolidated
        Subsidiary is required to account for such obligation as debt on the
        consolidated balance sheet of the Company prepared in accordance with
        GAAP.

                "Debt Incurrence" means the incurrence by the Company or any of
        its Subsidiaries after the Effective Date of any Debt pursuant to (a) an
        underwritten public offering, Rule 144A offering, private placement or
        other similar debt offering with one or more institutional investors, or
        (b) a committed senior revolving credit facility provided by a
        commercial bank or banks; provided, however, that in no event will "Debt
        Incurrence" be deemed to include (i) any borrowing by or advance made to
        the Company or any Subsidiary under the Existing 364-Day Credit
        Agreement or the Existing Three-Year Credit Agreement or (ii) any
        borrowing by or advance made to the Company or any


<PAGE>
                                       6


        Subsidiary under any committed senior revolving credit facility that
        replaces either the Existing 364-Day Credit Agreement or the Existing
        Three-Year Credit Agreement, to the extent the aggregate commitments and
        aggregate borrowings outstanding at any time thereunder do not exceed
        $750,000,000.

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

                "Designated Subsidiary" means any wholly-owned Subsidiary of the
        Company designated for borrowing privileges under this Agreement
        pursuant to Section 9.12.

                "Designation Letter" means, with respect to any Designated
        Subsidiary, a letter in the form of Exhibit F hereto signed by such
        Designated Subsidiary and the Company.

                "Disposition" means any sale, assignment, transfer or other
        disposition, occurring after the Effective Date, of any Property
        (whether now owned or hereafter acquired) by the Company or any of its
        Consolidated Subsidiaries to any other Person other than the Company or
        any of its Consolidated Subsidiaries, excluding (i) any sale,
        assignment, transfer or other disposition of Property in the ordinary
        course of business of the Company or such Subsidiary and on ordinary
        business terms, (ii) dispositions of outmoded or obsolete Property,
        (iii) Qualified Securitizations or any sale, assignment, transfer or
        other disposition of assets in connection with the Receivables Facility
        involving assets having an aggregate book value not in excess of
        $150,000,000 plus the book value of assets involved in Qualified
        Securitizations and the Receivables Facility as in effect on the
        Effective Date, (iv) any transfer of assets to a joint venture solely in
        exchange for an interest in such joint venture or (v) any (A) sale,
        assignment, transfer or other disposition involving assets having a fair
        market value not in excess of $5,000,000 or (B) series of related sales,
        assignments, transfers or other dispositions involving assets having an
        aggregate fair market value not in excess of $5,000,000. For the
        avoidance of confusion, the term "Disposition" shall not include the
        termination of any contract right.

                "Dollars" and the "$" sign each means lawful currency of the
        United States of America.

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

                "EBITDA" means, for any period, net income (or net loss) plus
        the sum of (a) interest expense, (b) income tax expense, (c)
        depreciation expense, (d) amortization expense, (e) cash restructuring
        charges taken in 2001 and 2002 which were announced on or prior to
        October 25, 2001 relating to (x) the spin-off of the Engineered
        Industrial Products Division and (y) the events of September 11, 2001
        and (f) all other non-recurring charges minus non-recurring cash charges
        when paid (rather than as accrued), in each case determined in
        accordance with GAAP for such period, provided, that for


<PAGE>
                                       7


        purposes of calculating compliance with Section 5.01(f), the EBITDA
        attributable to any Person or business unit acquired by the Company or
        any of its Subsidiaries during any period of four full fiscal quarters
        shall be included on a pro forma basis for such period of four full
        fiscal quarters (assuming the consummation of each such acquisition
        occurred on the first day of such period of four full fiscal quarters).

                "Effective Date" has the meaning specified in Section 3.01.

                "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
        Lender; (iii) any Person determined by the Paying Agent, in consultation
        with the Company, to be necessary to achieve a successful syndication;
        or (iv) any other Person approved by the Paying Agent and, unless an
        Event of Default has occurred and is continuing at the time any
        assignment is effected in accordance with Section 9.06, the Company,
        such approval not to be unreasonably withheld or delayed; provided,
        however, that neither any Borrower nor an Affiliate of any Borrower
        shall qualify as an Eligible Assignee.

                "Equity Issuance" means (a) any issuance or sale by the Company
        or any of its Subsidiaries in any public offering or private placement
        after the Effective Date any of its equity securities (including any
        warrants or options exercisable in respect of its equity securities) or
        (b) the receipt by the Company or any of its Subsidiaries after the
        Effective Date of any capital contribution (whether or not evidenced by
        any equity security issued by the recipient of such contribution);
        provided that the term Equity Issuance shall not include (x) any such
        issuance or sale by any Subsidiary of the Company to the Company or any
        other Subsidiary of the Company (y) any capital contribution by the
        Company or to any Subsidiary of the Company to any Subsidiary of the
        Company, or (z) any such issuance by the Company pursuant to any stock
        option or director or management incentive plan or transfers,
        reissuances or replacements of lost or stolen certificates or other
        similar transactions done in the ordinary course of business, or
        transfers of equity securities to a director as "qualifying shares" in
        order to satisfy applicable requirements of local law.

                "ERISA" means the Employee Retirement Income Security Act of
        1974, as amended, and any successor statute of similar import, together
        with the regulations thereunder, in each case as in effect from time to
        time.

                "ERISA Affiliate" means any corporation, trade or business that
        is, along with the Company, a member of a controlled group of
        corporations or a controlled group of trades or businesses as described
        in section 414(b) and 414 (c) respectively, of the Internal Revenue Code
        of the United Stated or Section 4001 of ERISA.

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

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


<PAGE>
                                       8


        Lender as such Lender may from time to time specify to the Company and
        the Paying Agent.

                "Eurodollar Rate" means, for any Interest Period for each
        Eurodollar Rate Advance comprising part of the same Borrowing, an
        interest rate per annum equal to the rate per annum (rounded, if
        necessary, to the nearest whole multiple of 1/100 of 1% per annum)
        appearing on Telerate Markets Page 3750 (or any successor page) as the
        London interbank offered rate for deposits in Dollars as of 11:00 a.m.
        (London time) on the date (as to any Interest Period, the "Determination
        Date") that is two Business Days before the first day of such Interest
        Period, as LIBOR for a period equal to such Interest Period or, if for
        any reason such rate is not available, and the Paying Agent is unable to
        determine such rate in accordance with Section 2.07(f)(i), then the
        "Eurodollar Rate" with respect to such Interest Period for such
        Eurodollar Rate Advance shall be the rate per annum equal to the average
        (rounded to the nearest whole multiple of 1/100 of 1% per annum, if such
        average is not such a multiple) of the rate per annum at which deposits
        in Dollars are offered by the principal office of each of the Reference
        Banks in London, England to leading banks in the London interbank market
        at approximately 11:00 a.m. (London time) on the Determination Date in
        an amount substantially equal to such Reference Bank's Eurodollar Rate
        Advance comprising part of the related Borrowing and for a period equal
        to such Interest Period. If the Telerate Markets Page 3750 (or any
        successor page) is unavailable and the Paying Agent is unable to
        determine such rate either in accordance with Section 2.07(f)(i) or on
        the basis of quotes from the Reference Banks as provided above, the
        Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
        comprising part of the same Borrowing shall be determined by the Paying
        Agent in accordance with the provisions of Section 2.07(f)(ii).

                "Eurodollar Rate Advance" means an Advance which bears interest
        at rates based upon the Eurodollar Rate.

                "Eurodollar Rate Reserve Percentage" of any Lender for any
        Interest Period for any Eurodollar Rate Advance means the reserve
        percentage applicable during such Interest Period (or if more than one
        such percentage shall be so applicable, the daily average of such
        percentages for those days in such Interest Period during which any such
        percentage shall be so applicable) under regulations issued from time to
        time by the Board of Governors of the Federal Reserve System (or any
        successor) for determining the maximum reserve requirement (including,
        without limitation, any emergency, supplemental or other marginal
        reserve requirement) for such Lender with respect to liabilities or
        assets consisting of or including Eurocurrency Liabilities (or with
        respect to any other category of liabilities that includes deposits by
        reference to which the interest rate on Eurodollar Rate Advances is
        determined) having a term equal to such Interest Period.

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

                "Existing 364-Day Credit Agreement" means the 364-Day Credit
        Agreement dated as of December 27, 2001 among the Company, the lenders
        parties thereto and


<PAGE>
                                       9


        Citibank, N.A., as administrative agent for such lenders, as amended or
        modified from time to time.

                "Existing Three-Year Credit Agreement" means the Three-Year
        Credit Agreement dated as of December 27, 2001 among the Company, the
        lenders parties thereto and Citibank, N.A., as administrative agent for
        such lenders, as amended or modified from time to time.

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

                "GAAP" has the meaning specified in Section 1.03.

                "Guaranties" by any Person shall mean all obligations (other
        than endorsements in the ordinary course of business of negotiable
        instruments for deposit or collection) of such Person guaranteeing any
        Indebtedness, dividend or other obligation of any other Person (the
        "primary obligor") in any manner, whether directly or indirectly,
        including, without limitation, all obligations incurred through an
        agreement, contingent or otherwise, by such Person: (i) to purchase such
        Indebtedness or obligation or any Property or assets constituting
        security therefor, (ii) to advance or supply funds (x) for the purchase
        or payment of such Indebtedness or obligation or (y) to maintain working
        capital or other balance sheet condition or otherwise to advance or make
        available funds for the purchase or payment of such Indebtedness or
        obligation, (iii) to lease Property or to purchase securities or other
        Property or services primarily for the purpose of assuring the owner of
        such Indebtedness or obligation of the ability of the primary obligor to
        make payment of the Indebtedness or obligation, or (iv) otherwise to
        assure the owner of the Indebtedness or obligation of the primary
        obligor against loss in respect thereof. For the purposes of all
        computation made under this Agreement, a Guaranty in respect of any
        Indebtedness for borrowed money shall be deemed to be Indebtedness equal
        to the principal amount of such Indebtedness for borrowed money which
        has been guaranteed, and a Guaranty in respect of any other obligation
        or liability or any dividend shall be deemed to be Indebtedness equal to
        the maximum aggregate amount of such obligation, liability or dividend.
        Notwithstanding the foregoing, "Guaranties" shall not include (i) any
        guaranty by the Company or any Subsidiary of obligations of the Company
        or any Subsidiary which obligations are not of the type described in any
        of the clauses (i) through (v) in the definition of "Debt" contained in
        this Article I; (ii) any obligation of the Company or any Subsidiary if
        neither the Company nor any Subsidiary would be required to account for
        such obligation as debt on a consolidated balance sheet prepared in
        accordance with GAAP; or (iii) so-called "take-or-pay" contracts
        whereunder the Company or any Subsidiary agrees to purchase goods or
        services reasonably expected to be delivered, except where any such
        take-or-pay contract is being pledged or conveyed


<PAGE>
                                       10


        substantially simultaneously with the execution and delivery thereof by
        the Company or any Subsidiary to secure Debt of any other Person.

                "Indebtedness" of any Person means and includes all obligations
        of such Person, which in accordance with GAAP shall be classified upon a
        balance sheet of such Person as liabilities of such Person, and in any
        event shall include all Debt.

                "Interest Period" means, for each Eurodollar Rate Advance
        comprising part of the same Borrowing, the period commencing on the date
        of such Eurodollar Rate Advance or the date of the Conversion of any
        Base Rate Advance into such Eurodollar Rate Advance and ending on the
        last day of the period selected by the Borrower requesting such
        Borrowing pursuant to the provisions below and, thereafter, each
        subsequent period commencing on the last day of the immediately
        preceding Interest Period and ending on the last day of the period
        selected by such Borrower pursuant to the provisions below. The duration
        of each such Interest Period shall be seven days, 14 days, or one, two,
        three or six months as the Borrower requesting such Borrowing may, upon
        notice received by the Paying Agent not later than 11:00 A.M. (New York
        City time) on the third Business Day prior to the first day of such
        Interest Period, select; provided, however, that:

                        (a)     the Borrowers may not select any Interest Period
                that ends after the Termination Date;

                        (b)     Interest Periods commencing on the same date for
                Eurodollar Rate Advances comprising part of the same Borrowing
                shall be of the same duration;

                        (c)     whenever the last day of any Interest Period
                would otherwise occur on a day other than a Business Day, the
                last day of such Interest Period shall be extended to occur on
                the next succeeding Business Day, provided, however, that, if
                such extension would cause the last day of such Interest Period
                to occur in the next following calendar month, the last day of
                such Interest Period shall occur on the next preceding Business
                Day; and

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

                "Internal Revenue Code" means the Internal Revenue Code of 1986,
        as amended from time to time, and the regulations promulgated and
        rulings issued thereunder.

                "Lenders" means the Initial Lenders and each Person that shall
        become a party hereto pursuant to Section 9.06 (a), (b) and (c).

                "Lien" means any interest in Property securing an obligation
        owed to, or a claim by, a Person other than the owner of the Property,
        whether such interest is based on common law, statute or contract, and
        including but not limited to the security interest lien


<PAGE>
                                       11


                arising from a mortgage, encumbrance, pledge, conditional sale
                or trust receipt or a lease, consignment or bailment for
                security purposes.

                "Material Adverse Change" means any material adverse change in
        the business, operations, financial condition, results of operations or
        properties of (a) the Company and its Restricted Subsidiaries taken as a
        whole (both before and after giving effect to the Transactions) or (b)
        the Acquired Business and its Subsidiaries (both before and after giving
        effect to the Transactions).

                "Material Adverse Effect" means a material adverse effect on (a)
        the business, financial condition, results of operations or properties
        of the Company and its Restricted Subsidiaries taken as a whole, (b) the
        rights and remedies of the Paying Agent or any Lender under this
        Agreement or any Note or (c) the ability of the Company or the other
        Borrowers to perform their obligations under this Agreement or any Note.

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

                "Multiemployer Plan" has the same meaning as in ERISA.

                "Net Available Proceeds" means:

                        (i) in the case of any Debt Incurrence, the aggregate
                amount of all cash received by the Company and its Subsidiaries
                in respect of such Debt Incurrence net of actual expenses
                (including commissions) reasonably incurred by the Company and
                its Subsidiaries in connection therewith;

                        (ii) in the case of any Disposition, the aggregate
                amount of Net Cash Payments received in connection with such
                Disposition; provided, that in the case of any Disposition by a
                non-U.S. Subsidiary of the Company that is not a Borrower
                hereunder, "Net Available Proceeds" shall not be deemed to
                include any Net Cash Payments to the extent that such Net Cash
                Payments are held by a non-U.S. Subsidiary in a segregated
                investment or other account and not repatriated to the United
                States of America or any of its territories or possessions (it
                being understood that, if and to the extent any such Net Cash
                Payments (x) are not so held in a segregated investment or other
                account or (y) are repatriated to the United States of America
                or any of its territories or possessions, they shall constitute
                "Net Available Proceeds" and shall be subject to the provisions
                of Section 2.10(d) hereof;

                        (iii) in the case of any Equity Issuance, the aggregate
                amount of all cash received by the Company and its Subsidiaries
                in respect of such Equity Issuance net of actual expenses
                (including commissions) reasonably incurred by the Company and
                its Subsidiaries in connection therewith; and

                        (iv) in the case of any Purchase Price Adjustment, the
                aggregate amount of all cash received by the Company and its
                Subsidiaries in respect of such Purchase Price Adjustment.


<PAGE>
                                       12


                "Net Cash Payments" means, with respect to any Disposition, the
        aggregate amount of all cash payments (including the aggregate amount of
        all proceeds of insurance, condemnation awards and other compensation
        received by the Company and its Subsidiaries in respect of such
        Disposition), and the fair market value of any non-cash consideration,
        received by the Company and its Subsidiaries directly or indirectly in
        connection with such Disposition; provided that (a) Net Cash Payments
        shall be net of (i) the amount of any legal, title and recording tax
        expenses, commissions and other fees and expenses paid by the Company
        and its Subsidiaries in connection with such Disposition and (ii) any
        Federal, state and local income or other taxes estimated to be payable
        by the Company and its Subsidiaries as a result of such Disposition (but
        only to the extent that such estimated taxes are in fact paid to the
        relevant Federal, state or local governmental authority in accordance
        with Section 5.01(c) hereof) and (b) Net Cash Payments shall be net of
        any repayments by the Company or any of its Subsidiaries of Indebtedness
        to the extent that (i) such Indebtedness is secured by a Lien on the
        Property that is the subject of such Disposition and (ii) the transferee
        of (or holder of a Lien on) such Property requires that such
        Indebtedness be repaid as a condition to the purchase of such Property.

                "Net Tangible Assets" means as of the date of any determination
        thereof, the total amount of all Tangible Assets of the Company and its
        Consolidated Subsidiaries on a consolidated basis minus consolidated
        current liabilities of the Company and its Consolidated Subsidiaries
        determined in accordance with GAAP.

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

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

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

                "Permitted Holder" shall mean the Company or any stock option or
        employee benefit plan of the Company or any of its Subsidiaries.

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

                "Plan" means at any time an employee pension benefit plan of the
        Company or any Subsidiary which is covered by Title IV of ERISA.

                "Principal Property" means any building, structure or other
        facility, together with the land upon which it is erected and fixtures
        comprising a part thereof, used primarily for manufacturing and located
        in the United States of America, in each case the net book value of
        which as of the date of any determination thereof exceed 3% of Net
        Tangible Assets.


<PAGE>
                                       13


                "Property" means any right or interest in or to property of any
        kind whatsoever, whether real, personal or mixed and whether tangible or
        intangible.

                "Public Debt Rating" means, as of any date, the rating that has
        been most recently announced (or, as provided in clause (b) below, an
        implied rating) by either S&P or Moody's, as the case may be, for any
        class of non-credit enhanced long-term senior unsecured debt issued by
        the Company or, if either such rating agency has issued more than one
        such rating, the lowest of such ratings issued by such rating agency.
        For purposes of the foregoing, (a) if only one of S&P and Moody's shall
        have in effect a Public Debt Rating, the Applicable Margin and the
        Applicable Percentage shall be determined by reference to the available
        rating; (b) if neither S&P nor Moody's shall have in effect a Public
        Debt Rating, the Company shall within 45 days obtain an implied rating
        from S&P or Moody's of the Company's obligations under this Agreement
        and, if such implied rating is not obtained within such period, the
        Applicable Margin and the Applicable Percentage will be set in
        accordance with Level 4 under the definition of "Applicable Margin" or
        "Applicable Percentage", as the case may be; (c) if the ratings
        established by S&P and Moody's shall fall within different levels, the
        Applicable Margin and the Applicable Percentage shall be based upon the
        higher rating, unless the ratings are separated by two or more levels,
        in which case the applicable level shall be the level that is one level
        below the higher rating; (d) if any rating established by S&P or Moody's
        shall be changed, such change shall be effective as of the date on which
        such change is first announced publicly by the rating agency making such
        change; and (e) if S&P or Moody's shall change the basis on which
        ratings are established, each reference to the Public Debt Rating
        announced by S&P or Moody's, as the case may be, shall refer to the then
        equivalent rating by S&P or Moody's, as the case may be.

                "Purchase Price Adjustment" has the meaning specified in Section
        2.10(f).

                "Qualified Securitization" means any transaction in which the
        Company or any of its Subsidiaries sells or otherwise transfers, without
        recourse to the Company or such Subsidiary (other than in the case of
        breach of representation and other limited recourses customary in
        securitization transactions) an interest in accounts receivable or other
        present or future rights to payment and assets related thereto to a
        special purpose entity that (i) borrows against such accounts receivable
        or other present or future rights to payment and assets related thereto
        or (ii) sells such accounts receivable or other present or future rights
        to payment and assets related thereto to one or more third party
        purchasers.

                "Receivables Facility" means the accounts receivable facility
        established by the Company as in effect on the Effective Date or any
        replacement receivables facility (so long as such replacement
        receivables facility is on substantially similar terms and conditions)
        whereby the Company and/or certain of its Subsidiaries shall have sold
        or transferred, or hereafter sell or transfer, the accounts receivables
        of the Company and its Subsidiaries, directly or indirectly, to the
        Receivables Subsidiary which in turn transfers to a buyer, purchaser or
        lender undivided fractional interests in such accounts receivable.


<PAGE>
                                       14


                "Receivables Subsidiary" means CNC Finance LLC, a North Carolina
        limited liability company, or any successor or replacement or newly
        formed entity that shall have been established as a "bankruptcy remote"
        Subsidiary for the sole purpose of acquiring accounts receivable under
        the Receivables Facility or any other Qualified Securitization and that
        shall not engage in any activities other than in connection with the
        Receivables Facility or such Qualified Securitization.

                "Reference Banks" means Citibank, Bank One and Bank of America,
        N.A.

                "Register" has the meaning specified in Section 9.06(d).

                "Rentals" means and includes as of the date of any determination
        thereof all fixed payments (including as such all payments which the
        lessee is obligated to make to the lessor on termination of the lease or
        surrender of the Property) payable by the Company or a Restricted
        Subsidiary, as lessee or sublessee under a lease of real or personal
        Property, but shall be exclusive of any amounts required to be paid by
        the Company or a Restricted Subsidiary (whether or not designated as
        rents or additional rents) on account of maintenance, repairs,
        insurance, taxes and similar charges. Fixed rents under any so-called
        "percentage Leases" shall be computed solely on the basis of the minimum
        rents, if any, required to be paid by the lessee regardless of sales
        volume or gross revenues

                "Required Lenders" means at any time Lenders owed at least a
        majority in interest of the then aggregate unpaid principal amount of
        the Advances owing to Lenders, or, if no such principal amount is then
        outstanding, Lenders having at least a majority in interest of the
        Commitments.

                "Responsible Officer" of any Person means the chief financial
        officer, treasurer or any assistant treasurer of such Person.

                "Restricted Subsidiary" means (i) any Subsidiary which conducts
        substantially all of its business and has substantially all of its
        assets within the United States of America and which owns a Principal
        Property or (ii) any Designated Subsidiary; provided, however, that
        Restricted Subsidiary shall not include any Subsidiary the primary
        business of which consists of financing operations in connection with
        leasing and conditional sales transactions on behalf of the Company and
        its Subsidiaries, purchasing accounts receivable or making loans secured
        by accounts receivable or inventory, or which is otherwise primarily
        engaged in the business of a finance company.

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

                "SEC Reports" means the periodic and current reports filed by
        the Company with the Securities and Exchange Commission from time to
        time pursuant to the Securities Exchange Act of 1934, as amended.

                "Significant Subsidiary" means any Subsidiary that would be a
        "significant subsidiary" of the Company within the meaning of Rule 1-02
        under Regulation S-X promulgated by the Securities and Exchange
        Commission.


<PAGE>
                                       15


                "Subsidiary" of any Person means any corporation, partnership,
        joint venture, limited liability company, trust or estate of which (or
        in which) more than 50% of (a) the issued and outstanding capital stock
        having ordinary voting power to elect a majority of the Board of
        Directors of such corporation (irrespective of whether at the time
        capital stock of any other class or classes of such corporation shall or
        might have voting power upon the occurrence of any contingency), (b) the
        interest in the capital or profits of such limited liability company,
        partnership or joint venture or (c) the beneficial interest in such
        trust or estate is at the time directly or indirectly owned or
        controlled by such Person, by such Person and one or more of its other
        Subsidiaries or by one or more of such Person's other Subsidiaries;
        provided, however, that, notwithstanding the foregoing, with respect to
        the Company, for purposes of this Agreement the Receivables Subsidiary
        shall not be deemed to be a Subsidiary of the Company or any of its
        Subsidiaries.

                "Tangible Assets" means as of the date of any determination
        thereof the total amount of all assets of the Company and its
        consolidated Subsidiaries (less depreciation, depletion and other
        properly deductible valuation reserves) after deducting goodwill as
        reflected in the Company's most recent annual report to shareholders.

                "Termination Date" means the earlier of (a) July 29, 2003 and
        (b) the date of termination in whole of the Commitments pursuant to
        Section 2.04 or 6.01.

                "Transactions" means, collectively, the Acquisition, the
        Borrowings and each other transaction contemplated hereby.

                "TRW" means TRW Inc., an Ohio corporation.

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

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

                SECTION 1.03. Accounting Terms. Except as otherwise specifically
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with generally accepted accounting principles, as in
effect from time to time ("GAAP"); provided that, if the Company notifies the
Paying Agent that the Company requests an amendment to any provision of Section
5.01 hereof to eliminate the effect of any change occurring after the Effective
Date in generally accepted accounting principles or in the application thereof
to such provision (or if the Paying Agent notifies the Company that the Required
Lenders request an amendment to any such provision hereof for such purposes),
regardless of whether any such notice is given before or after such change in
generally accepted accounting principles or in the application thereof, then
such provision shall be interpreted on the basis of generally accepted
accounting principles as in effect and applied immediately before such change
shall have become


<PAGE>
                                       16


effective until such notice shall have been withdrawn or such provision amended
in accordance with the requirements of this Agreement.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                SECTION 2.01. The Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Advances to any Borrower
from time to time on any Business Day during the period from the Effective Date
until the Termination Date in an aggregate amount not to exceed at any time
outstanding such Lender's Commitment. Each Borrowing shall be in an amount not
less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and
shall consist of Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Within the limits of each
Lender's Commitment, any Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.09 and reborrow under this Section 2.01.

                SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
made on notice, given not later than (x) 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances denominated in Dollars or (y)
12:00 noon (New York City time) on the date of the proposed Borrowing in the
case of a Borrowing consisting of Base Rate Advances, by any Borrower to the
Paying Agent, which shall give to each Lender prompt notice thereof by
telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing")
shall be by telephone, confirmed immediately in writing, or telecopier or telex
in substantially the form of Exhibit B hereto, specifying therein the requested
(i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing,
(iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable Lending Office
to the Paying Agent, at the Agent's Account, in same day funds, such Lender's
ratable portion of such Borrowing. After the Paying Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Paying Agent will make such funds available to the Borrower requesting
such Borrowing at its address referred to in Section 9.02.

                (b)     Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurodollar Rate Advances for any
Borrowing if the aggregate amount of such Borrowing is less than the Borrowing
Minimum or if the obligation of the Lenders to make Eurodollar Rate Advances
shall then be suspended pursuant to Section 2.07 or 2.12 and (ii) the Eurodollar
Rate Advances may not be outstanding as part of more than fifteen separate
Borrowings.

                (c)     Each Notice of Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Borrowing that the
related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower requesting such Borrowing shall indemnify each Lender
against any reasonable loss, cost or expense incurred by such Lender as a result
of any failure to fulfill on or before the date specified in such Notice of

<PAGE>
                                       17


Borrowing for such Borrowing the applicable conditions set forth in Article III,
including, without limitation, any reasonable loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

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

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

                SECTION 2.03. Fees. (a) Facility Fee. The Company agrees to pay
to the Paying Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Commitment in effect from time to time from
the Effective Date until the Termination Date at a rate per annum equal to the
Applicable Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing
September 30, 2002 and on the Termination Date. The Paying Agent agrees to use
reasonable efforts to invoice the Facility Fee for each quarter five Business
Days prior to the last day of such quarter.

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

                SECTION 2.04. Termination or Reduction of the Commitments. The
Company shall have the right, upon at least three Business Days' notice to the
Paying Agent, to terminate in whole or permanently reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.


<PAGE>
                                       18


                SECTION 2.05. Repayment of Advances. Each Borrower shall repay
to the Paying Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Advances made to such Borrower then
outstanding.

                SECTION 2.06. Interest on Advances. (a) Scheduled Interest. Each
Borrower shall pay interest on the unpaid principal amount of each Advance owing
by such Borrower to each Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per annum:

                (i)     Base Rate Advances. During such periods as such Advance
        is a Base Rate Advance, a rate per annum equal at all times to the sum
        of (x) the Base Rate in effect from time to time plus (y) the Applicable
        Margin in effect from time to time, payable in arrears quarterly on the
        last day of each March, June, September and December during such periods
        and on the date such Base Rate Advance shall be Converted or paid in
        full.

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

                (b)     Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01(a), the Paying Agent may,
and upon the request of the Required Lenders shall, require each Borrower to pay
interest ("Default Interest") on (i) the unpaid principal amount of each Advance
owing by such Borrower to each Lender, payable in arrears on the dates referred
to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to
2% per annum above the rate per annum required to be paid on such Advance
pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent
permitted by law, the amount of any interest or fee payable hereunder that is
not paid when due, from the date such amount shall be due until such amount
shall be paid in full, payable in arrears on the date such amount shall be paid
in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on Base Rate Advances pursuant to
clause (a)(i) above; provided, however, that following acceleration of the
Advances pursuant to Section 6.01, Default Interest shall accrue and be payable
hereunder whether or not previously required by the Paying Agent.

                SECTION 2.07. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Paying Agent upon its request timely information
for the purpose of determining each Eurodollar Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Paying Agent
for the purpose of determining any such interest rate, the Paying Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Paying Agent shall give prompt notice to the
Company and the Lenders of the applicable interest rate determined by the Paying
Agent for purposes of Section 2.06(a)(i) or (ii), and the rate, if any,
furnished by each Reference Bank for the purpose of determining the interest
rate under Section 2.06(a)(ii).


<PAGE>
                                       19


                (b)     If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Paying Agent that (i) they are unable to obtain
matching deposits in the London inter-bank market at or about 11:00 A.M. (London
time) on the second Business Day before the making of a Borrowing in sufficient
amounts to fund their respective Advances as a part of such Borrowing during its
Interest Period or (ii) the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Paying Agent shall forthwith so notify the applicable
Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of
the then existing Interest Period therefor, either (x) prepay such Advances or
(y) Convert such Advances into Base Rate Advances and (B) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Paying Agent shall notify the Borrowers and the Lenders that
the circumstances causing such suspension no longer exist. Each Lender shall
certify its cost of funds for each Interest Period to the Paying Agent and the
Company as soon as practicable (but in any event not later than ten Business
Days after the first day of such Interest Period).

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

                (d)     On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Borrowing Minimum, such
Advances shall automatically Convert into Base Rate Advances.

                (e)     Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor, be
Converted into Base Rate Advances and (ii) the obligation of the Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

                (f)     (i) If Telerate Markets Page 3750 is unavailable, the
Paying Agent shall consult any similar nationally recognized company or service
that provides rate quotations comparable to those currently provided by Telerate
Markets that is reasonably available to the Paying Agent;

                (ii)    if, notwithstanding the foregoing, the Paying Agent is
not able to determine the Eurodollar Rate, then,

                (A)     the Paying Agent shall forthwith notify the applicable
        Borrower and the Lenders that the interest rate cannot be determined for
        such Eurodollar Rate Advances,

                (B)     with respect to Eurodollar Rate Advances, each such
        Advance will automatically, on the last day of the then existing
        Interest Period therefor, Convert into a


<PAGE>
                                       20


        Base Rate Advance (or if such Advance is then a Base Rate Advance, will
        continue as a Base Rate Advance), and

                (C)     the obligation of the Lenders to make Eurodollar Rate
        Advances or to Convert Advances into Eurodollar Rate Advances shall be
        suspended until the Paying Agent shall notify the Borrowers and the
        Lenders that the circumstances causing such suspension no longer exist.

                SECTION 2.08. Optional Conversion of Advances. The Company may
on any Business Day, upon notice given to the Paying Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.07 and 2.12,
Convert all Advances of one Type comprising the same Borrowing into Advances of
the other Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an
Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate
Advances into Eurodollar Rate Advances shall be in an amount not less than the
minimum amount specified in Section 2.02(b) and no Conversion of any Advances
shall result in more separate Borrowings than permitted under Section 2.02(b).
Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall
be irrevocable and binding on the Borrowers.

                SECTION 2.09. Optional Prepayments of Advances. Each Borrower
may, upon notice at least three Business Days prior to the date of such
prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00
A.M. (New York City time) on the date of such prepayment, in the case of Base
Rate Advances, to the Paying Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given such Borrower
shall, prepay the outstanding principal amount of the Advances comprising part
of the same Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of not less than the Borrowing Minimum or a Borrowing Multiple
in excess thereof and (y) in the event of any such prepayment of a Eurodollar
Rate Advance, the applicable Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).

                SECTION 2.10. Mandatory Prepayments and Reduction of
Commitments. (a) If, on any date, the Paying Agent notifies the Company that the
aggregate principal amount of all Advances then outstanding exceeds the
aggregate Commitments of the Lenders, the Company and, if applicable, each other
Borrower shall forthwith prepay the Advances owing by the Borrowers in an
aggregate amount equal to the excess, together with any interest accrued to the
date of such prepayment on the aggregate principal amount of Advances prepaid.

                (b)     Change in Control. The Company shall provide the Lenders
with written notice (a "Change in Control Notice") within five Business Days of
the occurrence of any Change of Control and, upon the written demand (a
"Prepayment Demand") of the Paying Agent, acting at the direction of the
Required Lenders, made any time within thirty days after


<PAGE>
                                       21


receipt by the Paying Agent of the Change in Control Notice, the Company, if
applicable, each other Borrower shall, within forty-five Business Days after
receipt of such Prepayment Demand (unless prior to the expiration of such time
period the event that gave rise to such Change of Control shall no longer exist
or shall have been otherwise cured or rescinded), prepay the outstanding
principal amount of all Advances and all accrued and unpaid interest thereon,
together with all other amounts owing by the Borrowers under this Agreement, and
terminate the Commitments pursuant to Section 2.04 hereof.

                (c)     Equity Issuance. Within five Business Days after receipt
of the proceeds of any Equity Issuance, the Company and, if applicable, each
other Borrower shall prepay the Advances owing by the Borrowers, and the
Commitments shall simultaneously be subject to automatic reduction, in each case
in an aggregate amount equal to 100% of the Net Available Proceeds thereof, such
prepayment and reduction to be effected in each case in the manner and to the
extent specified in paragraph (g) of this Section 2.10.

                (d)     Dispositions. Without limiting the obligation of the
Company to obtain the consent of the Required Lenders pursuant to Section
5.01(h) to any Disposition not otherwise permitted hereunder, in the event that
the Net Available Proceeds of any Disposition, including the proceeds of any
insurance, condemnation award or other compensation in respect of any such
Disposition (herein, the "Current Disposition"), and of all prior Dispositions
(including the proceeds of any insurance, condemnation award or other
compensation in respect of any such Disposition) as to which a prepayment has
not yet been made under this paragraph (d), shall exceed $50,000,000 then,
within five Business Days after receipt of the proceeds of the Current
Disposition, the Company will deliver to the Lenders a statement, certified by
an authorized financial officer of the Company, in form and detail reasonably
satisfactory to the Paying Agent, of the amount of the Net Available Proceeds of
the Current Disposition and of all such prior Dispositions and the Company and,
if applicable, each other Borrower will prepay the Advances owing by the
Borrowers and the Commitments shall simultaneously be subject to automatic
reduction, in each case in an aggregate amount equal to 100% of the Net
Available Proceeds of the Current Disposition and such prior Dispositions, such
prepayment and reduction to be effected in each case in the manner and to the
extent specified in paragraph (g) of this Section 2.10.

                (e)     Debt Incurrence. Within five Business Days after receipt
of the proceeds of any Debt Incurrence, the Company and, if applicable, each
other Borrower shall prepay the Advances owing by the Borrowers, and the
Commitments shall simultaneously be subject to automatic reduction, in each case
in an aggregate amount equal to 100% of the Net Available Proceeds thereof, such
prepayment and reduction to be effected in each case in the manner and to the
extent specified in paragraph (g) of this Section 2.10.

                (f)     Purchase Price Adjustment. Within five Business Days
after receipt of any amounts from TRW, directly or indirectly, as a result of an
adjustment to the Purchase Price (as such term is defined in the Acquisition
Agreement) pursuant to Section 2.6(d) of the Acquisition Agreement or otherwise
(a "Purchase Price Adjustment"), the Company shall forthwith prepay the Advances
owing by the Borrowers, and the Commitments shall simultaneously be subject to
automatic reduction, in each case in an aggregate amount equal to


<PAGE>
                                       22


100% of the Net Available Proceeds thereof, such prepayment and reduction to be
effected in each case in the manner and to the extent specified in paragraph (g)
of this Section 2.10.

                (g)     Application. Each prepayment made pursuant to this
Section 2.10 shall be made together with interest accrued to the date of such
prepayment on the principal amounts prepaid and, in the case of any prepayment
of a Eurodollar Rate Advance on a date other than the last day of an Interest
Period or at its maturity, any additional amounts which the applicable Borrower
shall be obligated to reimburse to the Lenders in respect thereof pursuant to
Section 9.04(c) hereof.

                SECTION 2.11. Increased Costs; Reserve Percentages. (a) If, due
to either (i) the introduction of or any change in or in the interpretation of
any law or regulation or (ii) the compliance with any guideline or request from
any central bank or other governmental authority enacted or imposed after the
Effective Date (and not already accounted for pursuant to subsection (c) below)
including, without limitation, any agency of the European Union or similar
monetary or multinational authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.11 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the applicable Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Paying Agent), pay to the Paying
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided, however, that before making any
such demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the Company
and the Paying Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error. Each Lender shall notify the Company as
promptly as practicable (with a copy thereof delivered to the Paying Agent) of
the existence of any event that will likely require the payment by any Borrower
of any such additional amount under this Section.

                (b)     If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Paying Agent), the applicable Borrower
shall pay to the Paying Agent for the account of such Lender, from time to time
as specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A certificate as
to such amounts


<PAGE>
                                       23


submitted to the Company and the Paying Agent by such Lender shall be conclusive
and binding for all purposes, absent manifest error.

                (c)     If, at any time, the Eurodollar Rate Reserve Percentage
applicable to any Lender shall increase the cost (whether by incurring a cost or
adding to a cost) to such Lender of making or maintaining hereunder any
Eurodollar Rate Advance or to reduce the amount of principal or interest
received by such Lender with respect to such Advance, then, upon demand by such
Lender, the Company shall pay to such Lender from time to time on the last day
of the Interest Period with respect to such Advance, as additional consideration
hereunder, additional amounts sufficient to fully compensate and indemnify such
Lender for such increased cost or reduced amount, so long as such additional
cost or reduced amount is allocable to such Advance. A certificate as to such
amounts submitted to the Company and the Paying Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error. Each Lender
shall notify the Company as promptly as practicable (with a copy thereof
delivered to the Paying Agent) of the existence of any event that will likely
require the payment by the Company of any such additional amount under this
Section.

                (d)     Failure or delay on the part of any Lender to demand
compensation pursuant to this Section 2.11 shall not constitute a waiver of such
Lender's right to demand such compensation; provided that no Borrower shall be
required to compensate a Lender pursuant to this Section 2.11 for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies such Borrower of the change giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the change giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be
deemed to include the period of retroactive effect thereof.

                SECTION 2.12. Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Paying Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate
Advance will automatically, upon such demand, Convert into a Base Rate Advance
or an Advance that bears interest at the rate set forth in Section 2.06(a)(i),
as the case may be, and (b) the obligation of the Lenders to make Eurodollar
Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be
suspended until the Paying Agent shall notify the Company and the Lenders that
the circumstances causing such suspension no longer exist; provided, however,
that before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Eurodollar Lending Office if the making of such a
designation would allow such Lender or its Eurodollar Lending Office to continue
to perform its obligations to make Eurodollar Rate Advances or to continue to
fund or maintain Eurodollar Rate Advances and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.

                SECTION 2.13. Payments and Computations. (a) Each Borrower shall
make each payment hereunder, irrespective of any right of counterclaim or
set-off hereunder with respect to principal of, interest on, and other amounts
relating to, Advances not later than


<PAGE>
                                       24


11:00 A.M. (New York City time) on the day when due in Dollars to the Paying
Agent at the Agent's Account in same day funds. The Paying Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.06(c), from and after the effective date
specified in such Assignment and Acceptance, the Paying Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

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

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

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

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


<PAGE>
                                       25


                (f)     To the extent that the Paying Agent receives funds for
application to the amounts owing by any Borrower under or in respect of this
Agreement or any Note in currencies other than the currency or currencies
required to enable the Paying Agent to distribute funds to the Lenders in
accordance with the terms of this Section 2.13, the Paying Agent shall be
entitled to convert or exchange such funds into Dollars to the extent necessary
to enable the Paying Agent to distribute such funds in accordance with the terms
of this Section 2.13; provided that the Borrowers and each of the Lenders hereby
agree that the Paying Agent shall not be liable or responsible for any loss,
cost or expense suffered by the Company or such Lender as a result of any
conversion or exchange of currencies affected pursuant to this Section 2.13(f)
or as a result of the failure of the Paying Agent to effect any such conversion
or exchange; and provided further that the Company agrees to indemnify the
Paying Agent and each Lender, and hold the Paying Agent and each Lender
harmless, for any and all reasonable losses, costs and expenses incurred by the
Paying Agent or any Lender for any conversion or exchange of currencies (or the
failure to convert or exchange any currencies) in accordance with this Section
2.13(f).

                SECTION 2.14. Taxes. (a) Any and all payments by any Borrower to
or for the account of any Lender or the Paying Agent hereunder or under the
Notes shall be made, in accordance with Section 2.13 or the applicable
provisions of such other documents, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Paying Agent, taxes imposed on its overall net income,
and franchise taxes imposed on it in lieu of net income taxes, by the
jurisdiction under the laws of which such Lender or the Paying Agent (as the
case may be) is organized or any political subdivision thereof and, in the case
of each Lender, taxes imposed on its overall net income, and franchise taxes
imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or any other documents to be delivered hereunder to any Lender or the
Paying Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.14) such Lender or the Paying Agent
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such deductions
and (iii) such Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

                (b)     In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or under the Notes
any other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as "Other Taxes").

                (c)     Each Borrower shall indemnify each Lender and the Paying
Agent for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this


<PAGE>
                                       26


Section 2.14) imposed on or paid by such Lender or the Paying Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within 30
days from the date such Lender or the Paying Agent (as the case may be) makes
written demand therefor.

                (d)     Within 30 days after the date of any payment of Taxes
and upon request, each Borrower shall furnish to the Paying Agent, at its
address referred to in Section 9.02, the original or a certified copy of a
receipt evidencing such payment to the extent such a receipt is issued therefor,
or other written proof of payment thereof that is reasonably satisfactory to the
Paying Agent. For purposes of this subsection (d) and subsection (e), the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

                (e)     Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter as reasonably requested in
writing by any Borrower (but only so long as such Lender remains lawfully able
to do so), shall provide the Paying Agent and such Borrower with two original
Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any
successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate forms certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which
a Lender assignee becomes a party to this Agreement, the Lender assignor was
entitled to payments under subsection (a) in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender assignee
on such date. If any form or document referred to in this subsection (e)
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to
be confidential, the Lender shall give notice thereof to the Company and shall
not be obligated to include in such form or document such confidential
information.

                (f)     For any period with respect to which a Lender has failed
to provide any Borrower with the appropriate form, certificate or other document
described in Section 2.14(e) (other than if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form otherwise is not required under subsection (e)
above), such Lender shall not be entitled to indemnification under Section
2.14(a) or (c) with respect to Taxes imposed by the United States by reason of
such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form, certificate or other


<PAGE>
                                       27


document required hereunder, each Borrower shall take such steps as the Lender
shall reasonably request to assist the Lender to recover such Taxes.

                (g)     Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                (h)     If any Lender determines, in its sole judgment, that it
has actually and finally realized, by reason of a refund, deduction or credit of
any Taxes paid or reimbursed by any Borrower pursuant to subjection (a) or (c)
above in respect of payments under the Agreement or the Notes, a current
monetary benefit that it would otherwise not have obtained, and that would
result in the total payments under this Section 2.14 exceeding the amount needed
to make such Lender whole, such Lender shall pay to the applicable Borrower,
with reasonable promptness following the date on which it actually realizes such
benefit, an amount equal to the lesser of the amount of such benefit or the
amount of such excess, in each case net of all out-of-pocket expenses in
securing such refund, deduction or credit.

                SECTION 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it (other
than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Each Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of such Borrower in the amount of such
participation.

                SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Advance by such
Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder in respect of Advances. Each Borrower agrees
that upon notice by any Lender to it (with a copy of such notice to the Paying
Agent) to the effect that a Note is required or appropriate in order for such
Lender to evidence (whether for purposes of pledge, enforcement or otherwise)
the Advances owing to, or to be made by, such Lender, such Borrower shall
promptly execute and deliver to


<PAGE>
                                       28


such Lender a Note payable to the order of such Lender in a principal amount up
to the Commitment of such Lender.

                (b)     The Register maintained by the Paying Agent pursuant to
Section 9.06(d) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of each Borrowing made hereunder, the Type of Advances comprising
such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii)
the terms of each Assignment and Acceptance delivered to and accepted by it,
(iii) the amount of any principal or interest due and payable or to become due
and payable from each Borrower to each Lender hereunder and (iv) the amount of
any sum received by the Paying Agent from the Company hereunder and each
Lender's share thereof.

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

                SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
solely to finance the Acquisition and to pay related fees and expenses.

                                  ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

                SECTION 3.01. Conditions Precedent to Effectiveness of
Section 2.01. Section 2.01 of this Agreement shall become effective on and as of
the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

                (a)     The terms, conditions and structure of the Acquisition
        and the Acquisition Agreement shall be in form and substance reasonably
        satisfactory to the Lenders.

                (b)     Except for matters disclosed in the Company's filings
        with the SEC or except as otherwise disclosed to the Paying Agent and
        the Lenders in writing prior to the date of this Agreement, there shall
        not have occurred or become known any condition or event that could
        reasonably be expected to result in a Material Adverse Change since
        December 31, 2001.

                (c)     The Company shall have received a rating (or shall have
        provided evidence of a press release or an advisory services letter
        indicating that upon the completion of the Acquisition the Company will
        receive a rating) of its non-credit enhanced senior unsecured debt from
        S&P's and Moody's of at least "BBB-" and "Baa3", respectively (after
        giving pro forma effect to the Acquisition).


<PAGE>
                                       29


                (d)     There shall exist no action, suit, investigation,
        litigation or proceeding affecting the Company, any of its Subsidiaries,
        the Acquired Business or the Acquisition pending or, to the knowledge of
        the Secretary or Treasurer of the Company, threatened before any court,
        governmental agency or arbitrator that (i) could be reasonably likely to
        have a Material Adverse Effect, except for matters disclosed in the
        Company's SEC Reports or except as otherwise disclosed to the Paying
        Agent and the Lenders in writing prior to the date of this Agreement or
        (ii) purports to affect the legality, validity or enforceability of this
        Agreement or any Note or the consummation of the transactions
        contemplated hereby.

                (e)     All governmental and third party consents and approvals
        necessary in connection with the transactions contemplated hereby shall
        have been obtained (without the imposition of any conditions that are
        not reasonably acceptable to the Lenders) and shall remain in effect,
        and no law or regulation shall be applicable in the reasonable judgment
        of the Lenders that restrains, prevents or imposes materially adverse
        conditions upon the transactions contemplated hereby.

                (f)     The Company shall have notified each Lender and the
        Paying Agent in writing as to the proposed Effective Date.

                (g)     The Company shall have paid all accrued fees and
        expenses of the Paying Agent and the Lenders in connection with the
        preparation, negotiation, execution and delivery of this Agreement.

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

                        (i)     The representations and warranties contained in
                Section 4.01 are correct on and as of the Effective Date, and

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

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

                        (i)     The Notes to the order of the Lenders to the
                extent requested by any Lender pursuant to Section 2.16.

                        (ii)    Certified copies of the resolutions of the Board
                of Directors of the Company approving this Agreement and the
                Notes, and of all documents evidencing other necessary corporate
                action and governmental approvals, if any, with respect to this
                Agreement and the Notes.

                        (iii)   A certificate of the Secretary or an Assistant
                Secretary of the Company certifying the names and true
                signatures of the officers of the Company


<PAGE>
                                       30


                authorized to sign this Agreement and the Notes and the other
                documents to be delivered hereunder.

                        (iv)    A favorable opinion of the General Counsel for
                the Company and of Jones, Day, Reavis & Pogue, special counsel
                for the Company, substantially in the form of Exhibits D-1 and
                D-2 hereto, respectively, and as to such other matters as any
                Lender through the Paying Agent may reasonably request.

                        (v)     A favorable opinion of Milbank, Tweed, Hadley &
                McCloy LLP, special New York counsel for the Paying Agent,
                substantially in the form of Exhibit E hereto.

                (j)     The Lenders shall have received such other customary
        legal opinions, corporate documents and other instruments and/or
        certificates as they may reasonably request, each in form and substance
        reasonably satisfactory to them.

                SECTION 3.02. Conditions Precedent to the Initial Borrowing. The
obligation of each Lender to make an Advance on the occasion of the initial
Borrowing is subject to conditions precedent that the Effective Date shall have
occurred on or before July 30, 2002, and that:

                (a)     The Lenders shall have received copies, certified by an
        authorized officer of the Company, of all filings made with any
        governmental authority in connection with the Transactions.

                (b)     The Transactions and the financing therefor shall be in
        compliance with all applicable laws and regulations.

                (c)     Simultaneously with the initial Borrowing, the
        Acquisition shall have been consummated in all material respects in
        accordance with the terms of the Acquisition Agreement (without the
        waiver or amendment of any material condition unless consented to by the
        Lenders) and each of the parties thereto shall have complied in all
        material respects with all covenants set forth in the Acquisition
        Agreement to be complied with by it on or prior to the Effective Date
        (without the waiver or amendment of any of the material terms thereof
        unless consented to by the Lenders).

                (d)     All governmental and third party consents and approvals
        necessary in connection with the Transactions shall have been obtained
        (without the imposition of any materially burdensome condition or
        qualification in the judgment of the Paying Agent in its sole
        discretion) and shall remain in full force and effect, all applicable
        waiting periods shall have expired and there shall be no actual
        governmental or judicial action that has a reasonable likelihood of
        restraining, preventing or imposing materially burdensome or materially
        adverse conditions upon any of the Transactions.

                (e)     All accrued fees and expenses (including the reasonable
        fees and expenses of counsel to the Paying Agent) of the Co-Lead
        Arrangers in connection with this Agreement shall have been paid.

                (f)     The Lenders shall have received certified copies of the
        audited financial


<PAGE>
                                       31


        statements of the Company for its two most recently ended fiscal years,
        copies of the audited combined financial statements of the aeronautical
        systems segment of TRW for its two most recently ended fiscal years, and
        a pro forma reconciliation of the audited balance sheet of the
        aeronautical systems segment of TRW as of December 31, 2001 to the
        unaudited balance sheet of the Acquired Business as of December 31,
        2001, in each case satisfactory to the Lenders in all respects. The
        Lenders shall also receive, within 90 days after the Initial Borrowing,
        the pro forma reconciliation of the audited balance sheet of the
        aeronautical systems segment of TRW as of December 31, 2001 to the
        unaudited balance sheet of the Acquired Business as of December 31, 2001
        accompanied by a statement from an officer of Goodrich representing the
        proper statement, in all material respects and to the best of his/her
        knowledge after a reasonable due diligence process, of the asset and
        liability adjustments included in the reconciliation.

                SECTION 3.03. Conditions Precedent to Initial Borrowing of Each
Designated Subsidiary. The obligation of each Lender to make an initial Advance
to each Designated Subsidiary following its designation as a Borrower hereunder
pursuant to Section 9.12 on the occasion of the initial Borrowing thereby is
subject to the Paying Agent's receipt on or before the date of such initial
Borrowing of each of the following, in form and substance satisfactory to the
Paying Agent and dated such date:

                (a)     The Designation Letter of such Designated Subsidiary, in
        substantially the form of Exhibit F hereto.

                (b)     The Note of such Designated Subsidiary to the Lenders to
        the extent requested by any Lender pursuant to Section 2.16.

                (c)     A certificate of the Secretary or an Assistant Secretary
        (or person performing similar functions) of such Designated Subsidiary
        certifying (i) appropriate resolutions of the board of directors (or
        persons performing similar functions) of such Designated Subsidiary
        approving this Agreement and its Notes, and all documents evidencing
        other necessary corporate (or equivalent) action and governmental
        approvals, if any, with respect to this Agreement and its Notes (copies
        of which shall be attached thereto) and (ii) the names and true
        signatures of the officers of such Designated Subsidiary authorized to
        sign the Designation Letter of such Designated Subsidiary and its Notes
        and the other documents to be delivered by such Designated Subsidiary
        hereunder.

                (d)     A copy of a certificate of the Secretary of State (or
        other appropriate Governmental Authority) of the jurisdiction of
        organization of such Designated Subsidiary, dated reasonably near the
        date of such Borrowing, certifying that such Designated Subsidiary is
        duly organized and in good standing (or the equivalent thereof) under
        the laws of the jurisdiction of its organization.

                (e)     A certificate signed by a duly authorized officer of
        such Designated Subsidiary, dated as of the date of such Borrowing,
        certifying that such Designated Subsidiary has obtained all
        authorizations, consents, approvals (including, without limitation,
        exchange control approvals) and licenses of any Governmental Authority
        or


<PAGE>
                                       32


        other third party necessary for such Designated Subsidiary to execute
        and deliver its Designation Letter and its Notes and to perform its
        obligations under this Agreement or any of its Notes.

                (f)     The Lenders shall have received such other customary
        legal opinions, corporate documents and other instruments and/or
        certificates as they may reasonably request, each in form and substance
        reasonably satisfactory to them.

                SECTION 3.04. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the following statements shall
be true (and each of the giving of the applicable Notice of Borrowing and the
acceptance by the Company of the proceeds of such Borrowing shall constitute a
representation and warranty by the Company that on the date of such Borrowing
such statements are true):

                (a)     the representations and warranties contained in Section
        4.01 (except the representations set forth in subsection (c)(ii) thereof
        and in subsection (d)(i) thereof) (and, if such Borrowing shall have
        been requested by a Designated Subsidiary, the representations and
        warranties of such Designated Subsidiary contained in its Designation
        Letter, other than the representation set forth in subsection (i) of
        paragraph 5 thereof) are correct on and as of such date (except to the
        extent that any expressly relate to any earlier date), before and after
        giving effect to such Borrowing and to the application of the proceeds
        therefrom, as though made on and as of such date, and

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

                SECTION 3.05. Determinations Under Section 3.01 and
Section 3.02. For purposes of determining compliance with the conditions
specified in Section 3.01 and Section 3.02, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to the Lenders unless an officer of the Paying Agent responsible
for the transactions contemplated by this Agreement shall have received notice
from such Lender prior to the date that the Company, by notice to the Lenders,
designates as the proposed Effective Date or prior to the date of the initial
Borrowing, as the case may be, specifying its objection thereto. The Paying
Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                SECTION 4.01. Representations and Warranties of the Company. The
Company represents and warrants as follows:

                (a)     Subsidiaries. The Annual Report of the Company on Form
        10-K of the Company for the year most recently ended (in each case, the
        "Form 10-K") correctly lists, as at the end of such year, in all
        material respects all Significant Subsidiaries. The Company and each
        Significant Subsidiary has good and marketable title to all of the


<PAGE>
                                       33


        shares it purports to own of the stock of each Significant Subsidiary.
        All such shares have been duly issued and are fully paid and
        non-assessable.

                (b)     Corporate Organization and Authority. The Company and
        each Significant Subsidiary:

                        (i)     is a corporation (or other entity) duly
                organized (or formed), validly existing and in good standing
                under the laws of its jurisdiction of incorporation (or
                organization);

                        (ii)    has all requisite power and authority and all
                material licenses and permits necessary to own and operate its
                properties and to carry on its business as now conducted in each
                jurisdiction in which it currently conducts any material part of
                its business; and

                        (iii)   is duly licensed or qualified and is in good
                standing as a foreign corporation in each jurisdiction in which
                it currently conducts any material part of its business, wherein
                the nature of the business transacted by it or the nature of the
                Property owned or leased by it makes such licensing or
                qualification necessary, other than failures to have good
                standing or obtain licenses or qualifications, which would not,
                individually or in the aggregate, create a Material Adverse
                Effect.

                (c)     Financial Statements. (i) The consolidated balance
        sheets of the Company and its Consolidated Subsidiaries as of December
        31, 2001, and the statements of income and retained earnings and changes
        in financial position or cash flows for the fiscal year ended on said
        date, accompanied by a report thereon containing an opinion unqualified
        as to scope limitations imposed by the Company and otherwise without
        qualification except as therein noted, by Ernst & Young, have been
        prepared in accordance with GAAP consistently applied except as therein
        noted, and present fairly the financial position of the Company and its
        Consolidated Subsidiaries as of said date and the results of their
        operations and changes in their financial position or cash flows for
        such year.

                        (ii)    Except as disclosed in the Company's most recent
                Form 10-Q or Form 10-K as filed with the Securities and Exchange
                Commission or except as otherwise disclosed to the Paying Agent
                and the Lenders prior to the Effective Date, since December 31,
                2001, there has been no Material Adverse Effect.

                (d)     Pending Litigation. There are no proceedings pending or,
        to the knowledge of the Secretary and the Treasurer of the Company,
        threatened against or affecting the Company, any Subsidiary, the
        Acquired Business or the Acquisition in any court or before any
        governmental authority or arbitration board or tribunal which (i) could
        reasonably be expected to have a Material Adverse Effect, except as
        disclosed in the Company's most recent Form 10-Q or Form 10-K, as filed
        with the Securities and Exchange Commission or except as otherwise
        disclosed in writing to the Paying Agent and the Lenders prior to the
        Effective Date or (ii) purports to affect the legality, validity


<PAGE>
                                       34


        or enforceability of this Agreement or any Note or the consummation of
        the transactions contemplated hereby.

                (e)     Loan is Legal and Authorized. The borrowing by the
        Company under this Agreement and compliance by the Company with all of
        the provisions of this Agreement:

                        (i)     are within the corporate powers of the Company;

                        (ii)    will not violate any provisions of any material
                law, court order or governmental authority or agency directive
                and will not conflict with or result in any breach of any of the
                material terms, conditions or provisions of, or constitute a
                default under the Certificate of Incorporation or By-laws of the
                Company or any material indenture or other material agreement or
                instrument to which the Company is a party or by which it may be
                bound or result in the imposition of any material Liens or
                encumbrances on any Property of the Company; and

                        (iii)   have been duly authorized by proper corporate
                action on the part of the Company (no action by the shareholders
                of the Company being required by law, by the Certificate of
                Incorporation or By-laws of the Company or otherwise), executed
                and delivered by the Company and this Agreement constitutes the
                legal, valid and binding obligation, contract and agreement of
                the Company enforceable in accordance with its respective terms.

                (f)     Governmental Consent. No material approval, consent or
        withholding of objection on the part of any regulatory body, state,
        Federal or local, is necessary in connection with the execution and
        delivery by the Company of this Agreement or compliance by the Company
        with any of the provisions of this Agreement.

                (g)     Taxes. All material tax returns required to be filed by
        the Company or any Significant Subsidiary in any jurisdiction in which
        it currently conducts any material part of its business have, in fact,
        been filed, and all material taxes, assessments, fees and other
        governmental charges upon the Company or any Significant Subsidiary or
        upon any of their respective properties, income or franchises, which are
        shown to be due and payable in such returns have been paid or provisions
        for the payment thereof has been made except for any taxes which are
        being contested in good faith and with respect to which adequate
        reserves have been established. The provisions for taxes on the
        consolidated financial statements of the Company are adequate in all
        material respects for all open years, and for its current fiscal period.

                (h)     Use of Proceeds; Margin Stock. None of the transactions
        contemplated in this Agreement (including, without limitation thereof,
        the use of proceeds of the loans thereunder) will violate or result in a
        violation of Section 7 of the Securities Exchange Act of 1934, as
        amended, or any regulation issued pursuant thereto, including, without
        limitation, Regulations T, U and X of the Board of Governors of the
        Federal Reserve System, 12 C.F.R., Chapter II. "Margin Stock," as
        defined in said Regulations U and X does not make up twenty five percent
        or more of the assets of the Company and its subsidiaries on a
        consolidated basis.


<PAGE>
                                       35


                (i)     ERISA. The consummation of the transactions provided for
        in this Agreement and compliance by the Company with the provisions
        thereof will not involve any prohibited transaction within the meaning
        of ERISA or Section 4975 of the Internal Revenue Code of 1986, as
        amended. Each Plan complies in all material respects with all applicable
        statutes and governmental rules and regulations, and (a) no material
        PBGC Reportable Event (as defined in ERISA) as to which the requirement
        of notice within 30 days has not been waived has occurred and is
        continuing with respect to any Plan, and (b) neither the Company nor any
        ERISA Affiliate has withdrawn from any Plan or Multiemployer Plan or
        instituted steps to do so where a material withdrawal liability has
        occurred or will occur. No condition exists or event or transaction has
        occurred in connection with any Plan which could result in the
        incurrence by the Company or any ERISA Affiliate of any material
        liability, fine or penalty. No Plan maintained by the Company or any
        ERISA Affiliate, nor any trust created thereunder, has incurred any
        material "accumulated funding deficiency" as defined in Section 302 of
        ERISA. Neither the Company nor any ERISA Affiliate has any material
        contingent liability with respect to any post-retirement "welfare
        benefit plan" (as such term is defined in ERISA) except as has been
        reflected in the Company's Form 10-K.

                (j)     Compliance with Environmental Laws. The Company is not
        in violation of any applicable Federal, state, or local laws, statutes,
        rules, regulations or ordinances relating to public health, safety or
        the environment, including, without limitation, relating to releases,
        discharges, emissions or disposals to air, water, land or ground water,
        to the withdrawal or use of ground water, to the use, handling or
        disposal of polychlorinated biphenyls (PCB's), asbestos or urea
        formaldehyde, to the treatment, storage, disposal or management of
        hazardous substances (including, without limitation, petroleum, crude
        oil or any fraction thereof, or other hydrocarbons), pollutants or
        contaminants, to exposure to toxic, hazardous or other controlled,
        prohibited or regulated substances which violation would be reasonably
        likely to have a Material Adverse Effect. Except as set forth in the
        Form 10-K, the Company does not know of any liability or class of
        liability of the Company or any Subsidiary under the Comprehensive
        Environmental Response, Compensation and Liability Act of 1980, as
        amended (42 U.S.C. Section 9601 et seq.), or the Resource Conservation
        and Recovery Act of 1976, as amended (42 U.S.C. Section 6901 et seq.)
        which could reasonably be expected to have a Material Adverse Effect.

                (k)     Ownership of Properties. The Company and its Restricted
        Subsidiaries have good title, free and clear of all material Liens other
        than those permitted by Section 5.01(g), to all material owned portions
        of their respective Principal Properties.

                (l)     Investment Company Act. Neither the Company nor any
        Significant Subsidiary is an "investment company" or a company
        "controlled" by an investment company," within the meaning of the
        Investment Company Act of 1940, as amended.

                (m)     Public Utility Holding Company Act. Neither the Company
        nor any Significant Subsidiary is a "holding company" or a "subsidiary
        company" of a "holding company" or an "affiliate" of a "holding company"
        or of a "subsidiary company" of a "holding company," within the meaning
        of the Public Utility Holding Company Act of 1935, as amended.


<PAGE>
                                       36


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

                SECTION 5.01. Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder:

                (a)     Corporate Existence, Etc. The Company will preserve and
        keep in full force and effect (i) its corporate existence and (ii) all
        licenses and permits necessary, in all material respects, to the proper
        conduct of its business, provided that the foregoing shall not (x)
        prevent any transaction permitted by Sections 5.01(h) or (y) require any
        preservation or actions in respect of licenses and permits where the
        aggregate effect of all failures with respect thereto would not be
        reasonably likely to cause a Material Adverse Effect.

                (b)     Insurance. The Company will maintain, and will cause
        each Consolidated Subsidiary to maintain, insurance coverage by
        reputable insurers and in such forms and amounts and against such risks
        as are customary for corporations engaged in the same or similar
        business and owning and operating similar properties, provided, that the
        Company and its Subsidiaries may maintain a system or systems of
        self-insurance in accordance with sound business, accounting and
        actuarial practice as is customary for corporations engaged in the same
        or a similar business and having a net worth similar to Consolidated Net
        Worth of the Company as of the date of any determination; and further
        provided that the foregoing shall apply only if the effect of all
        failures of the Company or such Subsidiary to take such action would be
        to cause a Material Adverse Effect.

                (c)     Taxes, Claims for Labor and Materials, Compliance with
        Laws. The Company will, and will cause each Subsidiary promptly to (i)
        pay and discharge all lawful taxes, assessments and governmental charges
        or levies imposed upon the Company or such Subsidiary, respectively, or
        upon or in respect of all or any part of the Property or business of the
        Company or such Subsidiary, and (ii) pay and discharge, or make
        arrangement to pay and discharge, in the ordinary course of its
        business, all trade accounts payable and all claims for work, labor or
        materials, any of which, if unpaid, might become a Lien (other than a
        Lien permitted pursuant to this Agreement) upon any Principal Property
        of the Company or such Subsidiary; provided, however, that the foregoing
        shall apply only if the effect of the failure of the Company or any
        Subsidiary to take such action would be to cause a Material Adverse
        Effect; provided further that the Company or such Subsidiary shall not
        be required to pay any such tax, assessment, charge, levy, account
        payable or claim if (x) the validity thereof is being contested in good
        faith by appropriate actions or proceedings which will prevent the
        forfeiture or sale of any material Property of the Company or such
        Subsidiary or any material interference with the use thereof by the
        Company or such Subsidiary, and (y) the Company or such Subsidiary shall
        set aside on its books, reserves, if any, deemed by it to be adequate
        with respect thereto. The Company will comply and will cause each
        Subsidiary to comply in all material respects with all laws, ordinances
        or governmental rules and regulations to which it is subject and all
        licensing and other governmental authorizations necessary to


<PAGE>
                                       37


        the ownership of its properties or to the conduct of its business
        including, without limitation, the Occupational Safety and Health Act of
        1970, as amended, ERISA and all laws, ordinances, governmental rules and
        regulations relating to environmental protection in all applicable
        jurisdictions, except where the necessity of compliance therewith is
        being contested in good faith by appropriate actions or proceedings or
        the violation of which, in the aggregate, is not reasonably likely to
        have a Material Adverse Effect.

                (d)     Maintenance, Etc. The Company will maintain, preserve
        and keep, and will cause each Subsidiary to maintain, preserve and keep,
        its material properties necessary for the conduct of its business
        (whether owned in fee or a leasehold interest) in good repair and
        working order and from time to time will make all necessary repairs,
        replacements, renewals and additions so that at all times the efficiency
        thereof shall be maintained; provided, however, that the foregoing shall
        apply only if the effect of all failures of the Company or such
        Subsidiary to take such actions would be to cause a Material Adverse
        Effect.

                (e)     Consolidated Net Worth. The Company will at all times
        keep and maintain Consolidated Net Worth at an amount not less than the
        sum of (i) $900,000,000 plus (ii) 50% of any positive Consolidated Net
        Income, which Consolidated Net Income shall be computed on a cumulative
        basis as of the last day of each fiscal year beginning with the fiscal
        year ending December 31, 2002 (for the purposes of this Section 5.01(e),
        Consolidated Net Income which is a deficit for any fiscal year shall be
        deemed to be zero).

                (f)     Ratio of Debt to EBITDA. The Company will maintain a
        ratio of Consolidated Debt of the Company and its Subsidiaries on a
        Consolidated basis as of any date to EBITDA of the Company and its
        Subsidiaries on a Consolidated basis for the four fiscal quarters ended
        on or immediately prior to such date, of not greater than 3.50 to 1.

                (g)     Liens, Etc. The Company will not and will not permit any
        Restricted Subsidiary to create or incur or suffer to be incurred or to
        exist any Lien securing Debt of any Person upon its Principal
        Properties, whether now owned or hereafter acquired or upon any income
        or profits therefrom, or transfer any of its Principal Properties for
        the purpose of subjecting the same to the payment of obligations in
        priority to the payment of its or their general creditors or acquire or
        agree to acquire or permit any Restricted Subsidiaries to acquire any
        Principal Properties upon conditional sales agreements, sale-leaseback
        arrangements or other title retention devices, provided, however that
        the foregoing limitation will not be applicable to the following:

                        (i)     Liens in favor of governmental entities to
                secure payments pursuant to any contract or statute or to secure
                any Indebtedness owing to a governmental entity incurred to
                finance the purchase price or the cost of construction of the
                Property subject to such Lien,

                        (ii)    Liens securing Indebtedness of a Restricted
                Subsidiary to the Company or to another Restricted Subsidiary,


<PAGE>
                                       38


                        (iii)   Liens existing as of the date of this Agreement
                and reflected on the Company's 2001 Form 10-K,

                        (iv)    Liens existing on the assets of a corporation at
                the time such corporation initially becomes a Restricted
                Subsidiary,

                        (v)     Liens incurred after the date of this Agreement
                given to secure the payment of the purchase price, construction
                cost or improvement cost incurred in connection with the
                acquisition, construction or improvement of assets, including
                Liens existing on such assets at the time of acquisition thereof
                or at the time of acquisition by the Company or any Restricted
                Subsidiary of any business entity then owning such assets,
                whether or not such existing Liens were given to secure the
                payment of the purchase price of the assets to which they
                attach, provided that (A) the Lien shall attach solely to the
                assets acquired or purchased (including any assets which are
                attached or otherwise adjoining such assets) and (B) such Lien
                has been created or incurred by the Company or such Restricted
                Subsidiary simultaneously with, or within one year after, the
                date of acquisition, construction or improvement of such assets,

                        (vi)    in addition to the Liens permitted by the
                foregoing clauses of this Section 5.01(g), additional Liens
                encumbering Principal Properties securing Debt of the Company or
                any Restricted Subsidiary, provided that the aggregate principal
                amount of all such Debt so secured shall not at any time exceed
                10% of Net Tangible Assets, and

                        (vii)   any extension, renewal or replacement of any
                Lien permitted by the proceeding clauses (i) through (vi)
                inclusive in respect of the same Property theretofore subject to
                such Lien, incurred in connection with the extension, renewal or
                refunding of the Debt secured thereby.

                (h)     Mergers, Sale of Assets.

                (i)     The Company will not merge or consolidate with or into
        any Person unless in each case the Company shall be the surviving
        corporation, except that the Company may consolidate with or merge into
        any other Person if such consolidation or merger is, in the opinion of
        Board of Directors of the Company, advantageous for tax or operational
        reasons (but not to effect the acquisition of or by, or consolidation
        with, any Person that is not already a Subsidiary of the Company),
        provided that:

                        (A)     such Person (the "Surviving Corporation") is a
                corporation organized under the laws of the United States of
                America having a majority of its assets located in the United
                States of America;

                        (B)     at least a majority of the combined voting power
                of all Voting Stock of the Surviving Corporation immediately
                after giving effect to such consolidation or merger is owned by
                Persons which owned Voting Stock of the Company immediately
                prior to giving effect thereto;


<PAGE>
                                       39


                        (C)     no Default shall have occurred and be continuing
                at the time of such proposed merger or consolidation or would
                result therefrom;

                        (D)     the Company shall have provided to the Paying
                Agent and the Lenders such corporate governance and
                authorization documents, in form and substance satisfactory to
                the Paying Agent and the Lenders, as may be deemed necessary or
                advisable by the Paying Agent and the Lenders; and

                        (E)     the Surviving Corporation shall expressly
                assume, by written agreement delivered to the Paying Agent and
                the Lenders, all of the obligations of the Company under this
                Agreement, whereupon the Surviving Corporation shall (1) succeed
                to all of the rights and obligations of the Company under this
                Agreement, (2) for all purposes hereof be substituted for the
                Company hereunder, and (3) constitute the "Company" and a
                "Borrower" bound by this Agreement.

                (ii)    The Company will not convey, transfer, lease or
        otherwise dispose of (whether in one transaction or in a series of
        transactions) 50% or more of its Property (whether now owned or
        hereafter acquired) to any Person, or permit any of its Subsidiaries to
        do so, except that any Subsidiary of the Company may dispose of Property
        to any other Subsidiary of the Company, provided, in each case, that no
        Default shall have occurred and be continuing at the time of such
        proposed transaction or would result therefrom, and provided, further,
        that the provisions of this clause (ii) are without prejudice to the
        terms of Section 2.10 hereof.

                (i)     Transactions with Affiliates. The Company will not, and
        will not permit any Subsidiary to enter into or be a party to any
        transaction or arrangement with any Affiliate (other than the Company or
        any of its Subsidiaries) including, without limitation, the purchase
        from, sale to or exchange of Property with, or the rendering of any
        service by or for, any such Affiliate, except upon fair and reasonable
        terms no less favorable to the Company or such Subsidiary than would
        obtain in a comparable arm's-length transaction with a Person other than
        an Affiliate; provided, however, that the foregoing shall apply only if
        the effect of all failures of the Company or such Subsidiary to take
        such actions would be to cause a Material Adverse Effect.

                (j)     Termination of Pension Plans. The Company will not and
        will not permit any Subsidiary to withdraw from any Multiemployer Plan
        or permit any employee benefit plan maintained by it to be terminated if
        such withdrawal or termination could result in a withdrawal liability
        (as described in Part 1 of Subtitle E of Title IV or ERISA) or the
        imposition of a Lien on any Property of the Company or any Subsidiary
        pursuant to Section 4068 of ERISA, which liability or Lien would have a
        Material Adverse Effect.

                (k)     Reports and Rights of Inspection. The Company will keep
        on a Consolidated basis proper books of record and account of its
        dealings or transactions of, or in relation to, the business and affairs
        of the Company, in accordance with GAAP consistently applied (except for
        changes concurred in by the independent public accountants referred to
        in Section 5.01(k)(ii) hereof), and will furnish to the Lenders (in
        duplicate if so specified below or otherwise requested):


<PAGE>
                                       40


                (i)     Quarterly Statements. Within 90 days (or, if the Public
        Debt Rating is BBB- from S&P or Baa3 from Moody's, 60 days) after the
        end of each quarterly fiscal period (except the last) of each fiscal
        year, copies of:

                        (A)     consolidated balance sheets of the Company and
                its Consolidated Subsidiaries as of the close of such quarterly
                fiscal period, setting forth in comparative form the
                consolidated figures for the fiscal year then most recently
                ended,

                        (B)     consolidated statements of income of the Company
                and its Consolidated Subsidiaries for such quarterly fiscal
                period, in each case setting forth in comparative form the
                consolidated figures for the corresponding periods of the
                preceding fiscal year, and

                        (C)     consolidated statements of cash flows of the
                Company and its Consolidated Subsidiaries for the portion of the
                fiscal year ending with such quarterly fiscal period, setting
                forth in comparative form the consolidated figures for the
                corresponding period of the preceding fiscal year,

        all in reasonable detail and certified as complete and correct by an
        authorized financial officer of the Company, provided, that the Company
        may comply with the requirements of this paragraph (i) by furnishing
        within the time period described above, the Company's Quarterly Report
        on Form 10-Q as filed with the Securities and Exchange Commission and
        provided further that the Company may also comply with this paragraph
        (i) by publishing such data or documents on its Internet web page or in
        another publicly accessible electronic database, unless any Lender at
        any time makes a written request for hard copy disclosure only.

                (ii)    Annual Statements. Within 120 days after the close of
        each fiscal year of the Company, copies of:

                        (A)     consolidated balance sheets of the Company and
                its Consolidated Subsidiaries as of the close of such fiscal
                year, and

                        (B)     consolidated statements of income and retained
                earnings and cash flows of the Company and its Consolidated
                Subsidiaries for such fiscal year

        in each case setting forth in comparative form the consolidated figures
        for the preceding fiscal year, all in reasonable detail and accompanied
        by a report thereon of a firm of independent public accountants of
        recognized national standing selected by the Company to the effect that
        the consolidated financial statements present fairly, in all material
        respects, the consolidated financial position of the Company and its
        Consolidated Subsidiaries as of the end of the fiscal year being
        reported on and the consolidated results of the operations and cash
        flows for said year in conformity with GAAP and that the examination of
        such accountants in connection with such financial statements has been
        conducted in accordance with


<PAGE>
                                       41


        generally accepted auditing standards and included such tests of the
        accounting records and such other auditing procedures as said
        accountants deemed necessary in the circumstances, provided, that the
        Company may comply with the requirements of this paragraph (ii) by
        furnishing within the period described above, the Company's Annual
        Report on Form 10-K as filed with the Securities and Exchange Commission
        and provided further that the Company also may comply with the
        requirements of this paragraph (ii) by publishing such documents or data
        on its Internet web page or in another publicly accessible electronic
        database, unless any Lender at any time makes a written request for hard
        copy disclosure only.

                (iii)   SEC and Other Reports. Promptly after filing, copies of
        any Form 10-Q, Form 8-K, proxy materials or similar general report or
        notice filed with the Securities and Exchange Commission and sent by the
        Company to shareholders generally, and upon any Lender's request, one
        copy of any other financial statement (other than financial statements
        contemplated in paragraphs (i) and (ii) above), report, notice or proxy
        statement sent by the Company to shareholders generally and of each
        regular or periodic report (other than financial statements contemplated
        in paragraphs (i) and (ii) above), and any registration statement or
        prospectus filed by the Company or any Subsidiary with the Securities
        and Exchange Commission or any successor agency not accorded
        confidential status by the Securities and Exchange Commission; and
        provided further that the Company may also comply with this paragraph
        (iii) by publishing such data or documents on its Internet web page or
        in another publicly accessible electronic database, unless any Lender at
        any time makes a written request for hard copy disclosure only.

                (iv)    Officer's Certificates. Within the period provided in
        paragraphs (i) and (ii) above, a certificate of an authorized financial
        officer of the Company stating that such officer has reviewed the
        provisions of this Agreement and setting forth: (A) the information and
        computations (in sufficient detail) required in order to establish
        whether the Company was in compliance with the requirements of Sections
        5.01(e) and (f) at the end of the fiscal period covered by the financial
        statements then being furnished, and (B) whether there existed as of the
        date of such financial statements and whether, to the best of such
        officer's knowledge, there exists on the date of the certificate any
        Default and, if any such Default exists on the date of the certificate,
        specifying the nature and period of existence thereof and the action the
        Company is taking and proposes to take with respect thereto;

                (v)     Accountants' Certificates. Within the period provided in
        paragraph (ii) above, a certificate of the accountants who render an
        opinion with respect to such financial statements, stating that they
        have reviewed Sections 5.01(e) and (f) and stating further that, in
        making their audit, such accountants have not become aware of any
        Default under any of the terms or provisions of such Sections insofar as
        any such terms or provisions pertain to or involve accounting matters or
        determinations, and if any such Default then exists,


<PAGE>
                                       42


        specifying the nature and period of existence thereof, provided,
        however, that such accountants shall not be liable to any Lender or any
        successor or assignee of any Lender, directly or indirectly, for failure
        to obtain knowledge of any such Default which failure is not
        attributable to the negligence or misconduct of such accountants;

                (vi)    Defaults. As soon as possible and in any event within
        five Business Days after a Responsible Officer of the Company has actual
        knowledge of the occurrence of each Default continuing on the date of
        such statement, a statement of the chief financial officer of the
        Company setting forth details of such Default and the action that the
        Company has taken and proposes to take with respect thereto;

                (vii)   Certain Prepayment Events. Promptly after the occurrence
        of each Equity Issuance or Debt Incurrence, notice thereof describing
        the same in reasonable detail; and

                (viii)  Requested Information. With reasonable promptness, such
        other data and information regarding the financial condition of the
        Company and its Subsidiaries as any Lender through the Paying Agent may
        reasonably request. Without limiting the foregoing, upon a reasonable
        request made in writing to the Company, the Company will, subject to
        applicable regulations of the Federal government relating to classified
        information and reasonable security and safety regulations of the
        Company, permit the Paying Agent or any Lender (or such person as Paying
        Agent or such Lender may designate on its behalf) to visit the
        headquarters of the Company and to examine the books of account of the
        Company and its Subsidiaries as reflect the creditworthiness of the
        Company, to make copies and extracts therefrom and to discuss the
        affairs, finances and accounts of the Company and its Subsidiaries with
        its officers and employees at all such reasonable times and as often as
        may be reasonably requested, provided, that nothing contained in this
        sentence shall require the Company to divulge or otherwise make
        available the Company's trade secrets, processes, other know-how and
        proprietary property or information.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

                (a)     (i) Any Borrower shall fail to pay any principal of any
        Advance when the same becomes due and payable (at scheduled maturity, by
        mandatory prepayment or otherwise); or (ii) any Borrower shall fail to
        pay any interest on any Advance within five Business Days after the same
        becomes due and payable, or (iii) any Borrower shall fail to pay any fee
        payable under Section 2.03 within five Business Days after written
        notice by the Paying Agent or any Lender that the same is due and
        payable; or



<PAGE>
                                       43

                (b)     Any representation or warranty made by the Company or by
        any Borrower (or any of its officers) herein in connection with this
        Agreement, or by any Designated Subsidiary in the Designation Letter
        pursuant to which such Designated Subsidiary became a Borrower, shall
        prove to have been incorrect in any material adverse respect when made;
        or

                (c)     (i) The Company shall fail to perform or observe any
        term, covenant or agreement contained in Section 5.01(a)(i), (e), (f),
        (g), (h), (j) or (k), or (ii) the Company shall fail to perform or
        observe any other term, covenant or agreement contained in this
        Agreement on its part to be performed or observed if such failure shall
        remain unremedied for 30 days after written notice thereof shall have
        been given to the Company by the Paying Agent or any Lender; or

                (d)     The Company or any of its Restricted Subsidiaries shall
        fail to pay any principal of or premium or interest on any obligation
        for borrowed money that is outstanding in a principal amount of at least
        $30,000,000 in the aggregate (but excluding obligations for borrowed
        money outstanding hereunder and obligations for borrowed money owed to
        the Company or any such Subsidiary) of the Company or such Subsidiary
        (as the case may be), when the same becomes due and payable (whether by
        scheduled maturity, required prepayment, acceleration, demand or
        otherwise), or any other event shall occur or condition shall exist
        under any agreement or instrument relating to any such obligations for
        borrowed money and shall continue after the applicable grace period, if
        any, specified in such agreement or instrument, if the effect of such
        failure to pay or other event or condition is to accelerate the maturity
        of such obligation for borrowed money; or

                (e)     The Company or any of its Restricted Subsidiaries shall
        generally not pay its debts as such debts become due, or shall admit in
        writing its inability to pay its debts generally, or shall make a
        general assignment for the benefit of creditors; or any proceeding shall
        be instituted by or against the Company or any of its Restricted
        Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
        seeking liquidation, winding up, reorganization, arrangement,
        adjustment, protection, relief, or composition of it or its debts under
        any law relating to bankruptcy, insolvency or reorganization or relief
        of debtors, or seeking the entry of an order for relief or the
        appointment of a receiver, trustee, custodian or other similar official
        for it or for any substantial part of its Property and, in the case of
        any such proceeding instituted against it (but not instituted by it),
        either such proceeding shall remain undismissed or unstayed for a period
        of 60 days, or any of the actions sought in such proceeding (including,
        without limitation, the entry of an order for relief against, or the
        appointment of a receiver, trustee, custodian or other similar official
        for, it or for any substantial part of its Property) shall occur; or the
        Company or any of its Restricted Subsidiaries shall take any corporate
        action to authorize any of the actions set forth above in this
        subsection (e); or

                (f)     Judgments or orders for the payment of money in excess
        of $30,000,000 in the aggregate shall be rendered against the Company or
        any of its Restricted Subsidiaries and either (i) enforcement
        proceedings shall have been commenced by any creditor upon such judgment
        or order or (ii) there shall be any period of 30 consecutive days during

<PAGE>
                                       44


        which a stay of enforcement of such judgment or order, by reason of a
        pending appeal or otherwise, shall not be in effect; provided, however,
        that any such judgment or order shall not be an Event of Default under
        this Section 6.01(f) if, for so long as and to the extent that (i) the
        amount of such judgment or order is covered by a valid and binding
        policy of insurance between the defendant and the insurer covering
        payment thereof and (ii) such insurer, which shall be rated at least "A"
        by A.M. Best Company, has been notified of, and has not disputed the
        claim made for payment of, the amount of such judgment or order;

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

                                   ARTICLE VII

                                    GUARANTY

               SECTION 7.01. Guaranty; Limitation of Liability. (a) The Company
hereby absolutely, unconditionally and irrevocably guarantees the punctual
payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all obligations of each
other Borrower now or hereafter existing under or in respect of this Agreement
or any Note (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Paying Agent or any
Lender in enforcing any rights under this Guaranty. Without limiting the
generality of the foregoing, the Company's liability shall extend to all amounts
that constitute part of the Guaranteed Obligations and would be owed by any
other Borrower to the Paying Agent or any Lender under or in respect of this
Agreement but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
such Borrower. Notwithstanding anything in this Article VII or elsewhere in this
Agreement to the contrary, prior to the payment by the Company of any of the
Guaranteed Obligations hereunder, the Paying Agent shall give the Company
written notice of the event that gave rise to the demand for payment therefor
and shall provide the Company five Business Days within which to cure or
otherwise remedy, or cause the appropriate Borrower to cure or otherwise remedy,
such event.


<PAGE>
                                       45


                SECTION 7.02. Guaranty Absolute. The Company guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Paying Agent or any Lender with respect thereto. The obligations of the Company
under or in respect of this Guaranty are independent of the Guaranteed
Obligations or any other obligations of any other Borrower under or in respect
of this Agreement, and a separate action or actions may be brought and
prosecuted against the Company to enforce this Guaranty, irrespective of whether
any action is brought against any other Borrower or whether any other Borrower
is joined in any such action or actions. The liability of the Company under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
the Company hereby irrevocably waives any defenses it may now have or hereafter
acquire in any way relating to, any or all of the following:

                (a)     any lack of validity or enforceability of this Agreement
        or any agreement or instrument relating thereto;

                (b)     any change in the time, manner or place of payment of,
        or in any other term of, all or any of the Guaranteed Obligations or any
        other obligations of any other Borrower under or in respect of this
        Agreement, or any other amendment or waiver of or any consent to
        departure from this Agreement, including, without limitation, any
        increase in the Guaranteed Obligations resulting from the extension of
        additional credit to any Borrower or any of its Subsidiaries or
        otherwise;

                (c)     any taking, exchange, release or non-perfection of any
        collateral, or any taking, release or amendment or waiver of, or consent
        to departure from, any other guaranty, for all or any of the Guaranteed
        Obligations;

                (d)     any manner of application of any collateral, or proceeds
        thereof, to all or any of the Guaranteed Obligations, or any manner of
        sale or other disposition of any collateral for all or any of the
        Guaranteed Obligations or any other obligations of any Borrower under
        this Agreement or any other assets of any Borrower or any of its
        Subsidiaries;

                (e)     any change, restructuring or termination of the
        corporate structure or existence of any Borrower or any of its
        Subsidiaries;

                (f)     any failure of the Paying Agent or any Lender to
        disclose to the Company any information relating to the business,
        condition (financial or otherwise), operations, performance, properties
        or prospects of any other Borrower now or hereafter known to the Paying
        Agent or such Lender (the Company waiving any duty on the part of the
        Paying Agent and the Lenders to disclose such information);

                (g)     the failure of any other Person to execute or deliver
        any other guaranty or agreement or the release or reduction of liability
        of the Company or other guarantor or surety with respect to the
        Guaranteed Obligations; or

                (h)     any other circumstance whatsoever (including, without
        limitation, any statute of limitations, but not including payment) or
        any existence of or reliance on any



<PAGE>
                                       46


        representation by the Paying Agent or any Lender that might otherwise
        constitute a defense available to, or a discharge of, the Company, any
        Borrower or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Paying Agent or any Lender or any other
Person upon the insolvency, bankruptcy or reorganization of the Company or any
other Borrower or otherwise, all as though such payment had not been made.

                SECTION 7.03. Waivers and Acknowledgments. (a) The Company
        hereby unconditionally and irrevocably waives promptness, diligence,
        notice of acceptance, presentment, demand for performance, notice of
        nonperformance, default, acceleration, protest or dishonor and any other
        notice with respect to any of the Guaranteed Obligations and this
        Guaranty and any requirement that the Paying Agent or any Lender
        protect, secure, perfect or insure any Lien or any property subject
        thereto or exhaust any right or take any action against any Borrower or
        any other Person or any collateral.

                (b)     The Company hereby unconditionally and irrevocably
        waives any right to revoke this Guaranty and acknowledges that this
        Guaranty is continuing in nature and applies to all Guaranteed
        Obligations, whether existing now or in the future.

                (c)     The Company hereby unconditionally and irrevocably
        waives (i) any defense arising by reason of any claim or defense based
        upon an election of remedies by the Paying Agent or any Lender that in
        any manner impairs, reduces, releases or otherwise adversely affects the
        subrogation, reimbursement, exoneration, contribution or indemnification
        rights of the Company or other rights of the Company to proceed against
        any of the Paying Agent or the Lenders, any other guarantor or any other
        Person or any collateral and (ii) any defense based on any right of
        set-off or counterclaim against or in respect of the obligations of the
        Company hereunder.

                (d)     The Company hereby unconditionally and irrevocably
        waives any duty on the part of the Paying Agent or any Lender to
        disclose to the Company any matter, fact or thing relating to the
        business, condition (financial or otherwise), operations, performance,
        properties or prospects of any other Borrower or any of its Subsidiaries
        now or hereafter known by the Paying Agent or such Lender.

                (e)     The Company acknowledges that it will receive
        substantial direct and indirect benefits from the financing arrangements
        contemplated by this Agreement and that the waivers set forth in Section
        7.02 and this Section 7.03 are knowingly made in contemplation of such
        benefits.

                SECTION 7.04. Subrogation. The Company hereby unconditionally
and irrevocably agrees not to exercise any rights that it may now have or
hereafter acquire against any other Borrower or any other insider guarantor that
arise from the existence, payment, performance or enforcement of the Company's
obligations under or in respect of this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution


<PAGE>
                                       47


or indemnification and any right to participate in any claim or remedy of the
Paying Agent or any Lender against any other Borrower or any other insider
guarantor or any collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from any other Borrower or any other
insider guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall have been indefeasibly paid in
full in cash and the Commitments shall have expired or been terminated. If any
amount shall be paid to the Company in violation of the immediately preceding
sentence at any time prior to the later of (a) the payment in full in cash of
the Guaranteed Obligations and all other amounts payable under this Guaranty and
(b) the Termination Date, such amount shall be received and held in trust for
the benefit of the Paying Agent and the Lenders, shall be segregated from other
property and funds of the Company and shall forthwith be paid or delivered to
the Paying Agent in the same form as so received (with any necessary endorsement
or assignment) to be credited and applied to the Guaranteed Obligations and all
other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of this Agreement, or to be held as collateral for any
Guaranteed Obligations or other amounts payable under this Guaranty thereafter
arising. If (i) the Company shall make payment to the Paying Agent or any Lender
of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been
indefeasibly paid in full in cash and (iii) the Termination Date shall have
occurred, the Paying Agent and the Lenders will, at the Company's request and
expense, execute and deliver to the Company appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to the Company of an interest in the Guaranteed
Obligations resulting from such payment made by the Company pursuant to this
Guaranty.

                SECTION 7.05. Continuing Guaranty; Assignments. This Guaranty is
a continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty and (ii) the Termination Date, (b) be
binding upon the Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Paying Agent and the Lenders and their
successors, transferees and assigns. Without limiting the generality of clause
(c) of the immediately preceding sentence, the Paying Agent or any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its
Commitments, the Advances owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to the Paying Agent or such Lender herein or
otherwise, in each case as and to the extent provided in Section 9.06. The
Guarantor shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Paying Agent and the
Lenders.

                                  ARTICLE VIII

                                THE PAYING AGENT

                SECTION 8.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Paying Agent to take such action as agent on its
behalf and to exercise such
<PAGE>
                                       48


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

                SECTION 8.02. Paying Agent's Reliance, Etc. Neither the Paying
Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them under or in connection
with this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the Paying
Agent: (i) may treat the Lender that made any Advance as the holder of the Debt
resulting therefrom until the Paying Agent receives and accepts an Assignment
and Acceptance entered into by such Lender, as assignor, and an Eligible
Assignee, as assignee, as provided in Section 9.06; (ii) may consult with legal
counsel (including counsel for the Borrowers), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation to
any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection
with this Agreement; (iv) shall not have any duty to ascertain or to inquire as
to the performance, observance or satisfaction of any of the terms, covenants or
conditions of this Agreement on the part of any Borrower or the existence at any
time of any Default or to inspect the Property (including the books and records)
of any Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of this Agreement
by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

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

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                                       49


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

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

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

<PAGE>
                                       50


                SECTION 8.07. Other Agents. Each Lender hereby acknowledges that
neither the documentation agent, the co-administrative agents, nor the Co-Lead
Arrangers has any liability hereunder other than in its capacity (if any) as a
Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

                SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders affected thereby, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Commitment of any Lender, (c) reduce the principal of, or interest
on, the Advances or any fees or other amounts payable hereunder, (d) postpone
any date fixed for any payment of principal of, or interest on, the Advances or
any fees or other amounts payable hereunder, (e) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Advances, or the
number of Lenders, that shall be required for the Lenders or any of them to take
any action hereunder, (f) release the Company from any of its obligations under
Article VII or (g) amend this Section 9.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Paying
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Paying Agent under this Agreement or any Note.

                SECTION 9.02. Notices, Etc. (a) All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to any Borrower, at the address of the Company at Four Coliseum
Centre, 2730 West Tyvola Road, Charlotte, North Carolina 28217, Attention:
Treasurer, Telecopier No. 704-423-7075 if to any Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Paying Agent, at its address
at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department, Telecopier No. 302-894-6102; or, as to any Borrower or the Paying
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Company and the
Paying Agent. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or telecopied,
respectively, except that notices and communications to the Paying Agent
pursuant to Article II, III or VIII shall not be effective until received by the
Paying Agent. Delivery by telecopier of an executed counterpart of any amendment
or waiver of any provision of this Agreement or the Notes or of any Exhibit
hereto to be executed and delivered hereunder shall be effective as delivery of
a manually executed counterpart thereof.

                (b)     Notwithstanding anything to the contrary contained in
this Agreement or any Note, (i) any notice to the Borrowers or to any one of
them required under this Agreement or any Note that is delivered to the Company
shall constitute effective notice to the Borrowers or to


<PAGE>
                                       51


any such Borrower, including the Company and (ii) any Notice of Borrowing or any
notice of Conversion delivered pursuant to Section 2.08 may be delivered by any
Borrower or by the Company, on behalf of any other Borrower. Each Designated
Subsidiary hereby irrevocably appoints the Company as its authorized agent to
receive and deliver notices in accordance with this Section 9.02, and hereby
irrevocably agrees that (A) in the case of clause (i) of the immediately
preceding sentence, the failure of the Company to give any notice referred to
therein to any such Designated Subsidiary to which such notice applies shall not
impair or affect the validity of such notice with respect thereto and (B) in the
case of clause (ii) of the immediately preceding sentence, the delivery of any
such notice by the Company, on behalf of any other Borrower, shall be binding on
such other Borrower to the same extent as if such notice had been executed and
delivered directly by such Borrower.

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

                SECTION 9.04. Costs and Expenses. (a) The Company agrees to pay
on demand all costs and expenses of the Paying Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Paying Agent with respect thereto and with
respect to advising the Paying Agent as to its rights and responsibilities under
this Agreement. The Company further agrees to pay on demand all costs and
expenses of the Paying Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Paying Agent and each Lender in connection with the enforcement of rights under
this Section 9.04(a).

                (b)     The Company agrees to indemnify and hold harmless the
Paying Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) the Notes, this Agreement, the
Acquisition (except, in the case of Merrill Lynch Pierce Fenner & Smith
Incorporated ("MLPFSI"), with respect to any services provided in connection
with the Acquisition pursuant to the engagement letter dated as of May 11, 2002
between the Company and MLPFSI), any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances, except to the extent
such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct. In the
case of an


<PAGE>
                                       52


investigation, litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Company, its
directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. Each
Lender, the Paying Agent and the Company agree not to assert any claim for
special, indirect, consequential or punitive damages against any other party,
any of their Affiliates, or any of their respective directors, officers,
employees, attorneys and agents, on any theory of liability, arising out of or
otherwise relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances.

                (c)     If any payment of principal of any Eurodollar Rate
Advance is made by a Borrower to or for the account of a Lender (i) other than
on the last day of the Interest Period for such Advance, as a result of a
payment pursuant to Section 2.07, 2.09, 2.10 or 2.12, acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an
Eligible Assignee to a Lender other than on the last day of the Interest Period
for such Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 9.06 as a result of a demand by the Company
pursuant to Section 9.06(a) or (ii) as a result of a payment or Conversion
pursuant to Section 2.07, 2.09, 2.10 or 2.12, the applicable Borrower shall,
upon demand by such Lender (with a copy of such demand to the Paying Agent), pay
to the Paying Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any reasonable loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

                (d)     Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.


                SECTION 9.05. Binding Effect. This Agreement shall become
effective (other than Section 2.01 which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Company and the Paying Agent and when the Paying
Agent shall have been notified by each Initial Lender that such Initial Lender
has executed it and thereafter shall be binding upon and inure to the benefit of
each Borrower, the Paying Agent and each Lender and their respective successors
and assigns, except that no Borrower shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Lenders.

                SECTION 9.06. Assignments and Participations. (a) Each Lender
may and, if demanded by the Company (following a demand by such Lender pursuant
to Section 2.11 or 2.14 or an assertion of illegality by such Lender pursuant to
Section 2.12 and so long as no Event of Default has occurred and is continuing)
upon at least five Business Days' notice to such Lender and the Paying Agent,
will assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its


<PAGE>
                                       53


Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all rights and obligations under this Agreement, (ii)
except in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment of the assigning
Lender being assigned pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $10,000,000 (or, in the case of an assignment to a Lender,
$5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the
Company and the Paying Agent otherwise agree or unless the amount of the
assigning Lender's Commitment is thereby reduced to zero (iii) each such
assignment shall be to an Eligible Assignee, (iv) each such assignment made as a
result of a demand by the Company pursuant to this Section 9.06(a) shall be
arranged by the Company after consultation with the Paying Agent and shall be
either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such
assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (v) no Lender shall be obligated to make
any such assignment as a result of a demand by the Company pursuant to this
Section 9.06(a) unless and until such Lender shall have received one or more
payments from either the Borrowers or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Paying Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note subject to such
assignment and a processing and recordation fee of $3,500 payable by the parties
to each such assignment, provided, however, that in the case of each assignment
made as a result of a demand by the Company, such recordation fee shall be
payable by the Company except that no such recordation fee shall be payable in
the case of an assignment made at the request of the Company to an Eligible
Assignee that is an existing Lender, and (vii) any Lender may, without the
approval of the Company and the Paying Agent, assign all or a portion of its
rights to any of its Affiliates. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (other than its rights under
Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an
event arising prior such assignment) and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

                (b)     By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this

<PAGE>
                                       54


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

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

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

                (e)     Each Lender may sell participations to one or more banks
or other entities (other than the Company or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and any Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrowers, the Paying Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or

<PAGE>
                                       55


waiver of any provision of this Agreement or any Note, or any consent to any
departure by any Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, in each case to the extent subject
to such participation, or postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation.

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

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

                (h)     Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle (a "SPC"), identified as such in writing from time to time by the
Granting Lender to the Paying Agent and the Company, the option to provide to
the applicable Borrower all or any part of any Advance that such Granting Lender
would otherwise be obligated to make to such Borrower pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to make any Advance, and (ii) if an SPC elects not to exercise such option
or otherwise fails to provide all or any part of such Advance, the Granting
Lender shall be obligated to make such Advance pursuant to the terms hereof.
Each SPC shall have granted its Granting Lender an irrevocable power of attorney
to deliver and receive all communications and notices under this Agreement and
to exercise, in its reasonable discretion, on behalf of such SPC, all of such
SPC's voting rights under this Agreement. No additional Note shall be required
to evidence the Advances or portion thereof made by an SPC and the Granting
Lender shall be deemed to hold its Note as agent for such SPC to the extent of
the Advances or portion thereof funded by such SPC. In addition, any payments
for the account of any SPC shall be paid to its respective Granting Lender as
agent for such SPC. The making of an Advance by an SPC hereunder shall utilize
the Commitment of the Granting Lender to the same extent, and as if, such
Advance were made by such Granting Lender (and shall not result in any
additional amounts being payable by any Borrower under this Agreement). Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary


<PAGE>
                                       56


contained in this Section 9.06(h), any SPC may (i) with notice to, but without
the prior written consent of, the Company and the Paying Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Advances to the Granting Lender or to any financial institutions (consented
to by the Company and the Paying Agent) providing liquidity and/or credit
support to or for the account of such SPC to support the funding or maintenance
of Advances and (ii) disclose on a confidential basis any non-public information
relating to its Advances to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. This Section 9.06(h) may not be amended without the written consent of the
SPC.

                SECTION 9.07. Confidentiality. Neither the Paying Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Company, other than (a) to the Paying Agent's or such
Lender's Affiliates and their officers, directors, employees, agents and
advisors and, as contemplated by Section 9.06(f), to actual or prospective
assignees and participants, and then only on a confidential basis consistent
with the requirements of this Section, (b) as required by any law, rule or
regulation or judicial process, (c) for evidentiary purposes in any relevant
action, proceeding or arbitration, (d) to any rating agency when required by it,
provided that, prior to any such disclosure, such rating agency shall undertake
to preserve the confidentiality of any Confidential Information relating to the
Company received by it from such Lender and (e) as requested or required by any
state, federal or foreign authority or examiner or non-governmental regulatory
body regulating or claiming authority to regulate banks or banking.

                SECTION 9.08.  Governing Law.  This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                SECTION 9.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                SECTION 9.10. Judgment. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Paying Agent could purchase
Dollars with such other currency at Citibank's principal office in London at
11:00 A.M. (London time) on the Business Day preceding that on which final
judgment is given.

                SECTION 9.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its Property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, 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 any such


<PAGE>
                                       57


New York State court or, to the extent permitted by law, in such federal court.
Each Designated Subsidiary hereby agrees that service of process in any such
action or proceeding brought in any such New York State court or in such federal
court may be made upon the Company at its address set forth in Section 9.02 and
each such Borrower hereby irrevocably appoints the Company its authorized agent
to accept such service of process, and agrees that the failure of the Company to
give any notice of any such service shall not impair or affect the validity of
such service or of any judgment rendered in any action or proceeding based
thereon. The Company hereby further irrevocably consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any
parties hereto by registered or certified mail, postage prepaid, to the Company
at its address specified pursuant to Section 9.02. 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 any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

                (b)     Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that 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 or
the Notes in any New York State or federal court. 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.

                SECTION 9.12. Designated Subsidiaries. (a) Designation. The
        Company may, subject to the proviso below, at any time and from time to
        time by delivery to the Paying Agent of a Designation Letter, duly
        executed by the Company and a wholly-owned Subsidiary of the Company and
        in substantially the form of Exhibit F hereto, designate such Subsidiary
        as a "Designated Subsidiary" for all purposes of this Agreement, and,
        upon fulfillment of the applicable conditions set forth in Sections 3.02
        and 3.04 and after such Designation Letter is accepted by the Paying
        Agent, such Subsidiary shall thereupon become a Designated Subsidiary
        for all purposes of this Agreement and, as such, shall have all of the
        rights and obligations of a Borrower hereunder, provided that the total
        number of Designated Subsidiaries in existence at any time shall not
        exceed 10, or as otherwise agreed to by the Required Lenders. The Paying
        Agent shall promptly notify each Lender of each such designation by the
        Company and the identity of each such Designated Subsidiary.

                (b) Termination. Upon the request of the Company and the payment
        and performance in full of all of the indebtedness, liabilities and
        obligations of any Designated Subsidiary under this Agreement and the
        Notes issued by it, then, so long as at such time such Designated
        Subsidiary has not submitted a Notice of Borrowing, such Designated
        Subsidiary's status as a Borrower and as a Designated Subsidiary shall
        terminate upon notice to such effect from the Paying Agent to the
        Lenders (which notice the Paying Agent shall promptly deliver to the
        Lenders following its receipt of such a request from the Company).
        Thereafter, the Lenders shall be under no further obligation to make any
        Advances to such Designated Subsidiary.



<PAGE>
                                       58







               [Remainder of page intentionally left blank]



<PAGE>
                                       59




                SECTION 9.13. Waiver of Jury Trial. The Company, the Paying
Agent and each Lender hereby irrevocably waive all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Paying Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

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

                              GOODRICH CORPORATION



                              By
                                 ----------------------------------------
                                 Title:



                              By
                                 ----------------------------------------
                                 Title:




                              CITIBANK, N.A.,
                                 as Paying Agent



                              By
                                 ----------------------------------------
                                 Title:


<PAGE>
                                       60



                                     Lender



Commitment



$375,000,000                        CITIBANK, N.A.


                                            By
                                               ---------------------------------
                                               Title:





$350,000,000                                MERRILL LYNCH CAPITAL CORPORATION



                                            By
                                               ---------------------------------
                                               Title:





$250,000,000                        BANK OF AMERICA, N.A.



                                            By
                                               ---------------------------------
                                               Title:





$275,000,000                        BANK ONE, NA



                                            By
                                               ---------------------------------
                                               Title:




<PAGE>
                                       61



$250,000,000                        JPMORGAN CHASE BANK



                                            By
                                               ---------------------------------
                                               Title:





$1,500,000,000        Total of the Commitments



<PAGE>
                                       1




                                                                      SCHEDULE I

                                                            GOODRICH CORPORATION
                                                        364-DAY CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
     Name of Initial Lender          Domestic Lending Office        Eurodollar Lending Office
-----------------------------------------------------------------------------------------------
<S>                               <C>                             <C>
Citibank, N.A.                    Two Penns Way, Suite 200        Two Penns Way, Suite 200
                                  New Castle, DE 19720            New Castle, DE 19720
                                  Attn: Bank Loan Syndications    Attn: Bank Loan Syndications
                                  Department                      Department
                                  F: 302 894-6102                 F: 302 894-6102
-----------------------------------------------------------------------------------------------
Bank One, NA                      611 Woodward                    611 Woodward
                                  Detroit, MI  48066              Detroit, MI  48066
                                  Attn:  Paul Demelo              Attn:  Paul Demelo
                                  T:  313 225-2520                T:  313 225-2520
                                  F:  313 225-1212                F:  313 225-1212
-----------------------------------------------------------------------------------------------
Bank of America, N.A.             One Independence Center         One Independence Center
                                  NC1-001-1503                    NC1-001-1503
                                  Charlotte, NC  28255            Charlotte, NC  28255
                                  Attn:  Credit Services          Attn:  Credit Services
                                  T:  704 386-9875                T:  704 386-9875
                                  F:  704 404-0069                F:  704 404-0069
-----------------------------------------------------------------------------------------------
JPMorgan Chase Bank               1 Chase Manhattan Plaza         1 Chase Manhattan Plaza
                                  8th Floor                       8th Floor
                                  New York, NY  10081             New York, NY  10081
                                  Attn:  May Fong                 Attn:  May Fong
                                  T:  212 552-7314                T:  212 552-7314
                                  F:  212 552-5650                F:  212 552-5650
-----------------------------------------------------------------------------------------------
Merrill Lynch Capital             4 World Financial Center        4 World Financial Center
Corporation                       New York, NY 10080              New York, NY 10080
                                  Attn:  Mark Campbell            Attn:  Mark Campbell
                                  T:  212 449-6996                T:  212 449-6996
                                  F:  212-449-4877                F:  212-449-4877

                                  With a copy to:                 With a copy to:
                                  Anthony J. Lafaire              Anthony J. Lafaire
                                  4 World Financial Center        4 World Financial Center
                                  New York, NY 10080              New York, NY 10080
                                  Attn:  Mark Campbell            Attn:  Mark Campbell
                                  T:  212 449-5931                T:  212 449-5931
                                  F:  212-449-4877                F:  212-449-4877
-----------------------------------------------------------------------------------------------
</TABLE>


                                        1
<PAGE>

                                        2












                                       2


<PAGE>


                                                             EXHIBIT A - FORM OF
                                                                 PROMISSORY NOTE


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


               FOR VALUE RECEIVED, the undersigned, _________________, a ______
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the Termination Date (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$[amount of the Lender's Commitment
in figures] or, if less, the aggregate principal amount of the Advances made by
the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of
July 30, 2002 among the Borrower, [Goodrich Corporation,] the Lender and certain
other lenders parties thereto and Citibank, N.A., as Paying Agent for the Lender
and such other lenders (as amended or modified from time to time, the "Credit
Agreement"; the terms defined therein being used herein as therein defined)
outstanding on the Termination Date.

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

               Both principal and interest in respect of each Advance are
payable in lawful money of the United States of America to the Paying Agent at
its account maintained at 399 Park Avenue, New York, New York 10043, in same day
funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.

               This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of Advances by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Advance being evidenced by this Promissory
Note and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

                                            [NAME OF BORROWER]

                                            By
                                              ----------------------------------

                                              Title:



                                       1
<PAGE>


                       ADVANCES AND PAYMENTS OF PRINCIPAL







<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                 AMOUNT OF
        DATE                AMOUNT OF         PRINCIPAL PAID      UNPAID PRINCIPAL         NOTATION
                             ADVANCE            OR PREPAID             BALANCE             MADE BY
---------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                <C>                     <C>
---------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------
</TABLE>


                                       2

<PAGE>

                                         EXHIBIT B - FORM OF NOTICE OF BORROWING

Citibank, N.A., as Paying Agent
for the Lenders parties
to the Credit Agreement
Referred to below
Two Penns Way
New Castle, Delaware 19720
Attention: Bank Loan Syndications Department


                                     [Date]

Ladies and Gentlemen:

               The undersigned, _______________, a ______ corporation, refers to
the 364-Day Credit Agreement, dated as of July 30, 2002 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, [Goodrich Corporation,]
certain Lenders parties thereto and Citibank, N.A., as Paying Agent for said
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of
the Credit Agreement that the undersigned hereby requests a Borrowing under the
Credit Agreement, and in that connection sets forth below the information
relating to such Borrowing (the "Proposed Borrowing") as required by Section
2.02(a) of the Credit Agreement:

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

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

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

               [(iv) The initial Interest Period for each Eurodollar Rate
        Advance made as part of the Proposed Borrowing is ___ [days]
        [month[s]].]

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

               (A) the representations and warranties contained in Section 4.01
        of the Credit Agreement (except that no statement is made herein as to
        the representations set forth in subsections (c)(ii) and (d)(i) thereof)
        (and, if such Borrowing shall have been requested by a Designated
        Subsidiary, the representations and warranties of such Designated
        Subsidiary contained in its Designation Letter, other than the
        representation set forth in subsection (i) of paragraph 5 thereof) are
        correct on and as of such date (except to the extent that any expressly
        relate to any earlier date), before and after giving effect to such
        Borrowing and to the application of the proceeds therefrom, as though
        made on and as of such date, and

                                       1
<PAGE>

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

                                  Very truly yours,

                                  [NAME OF BORROWER]


                                  By
                                     ---------------------------------
                                     Title:



                                       2


<PAGE>





                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                Reference is made to the 364-Day Credit Agreement dated as of
July 30, 2002 (as amended or modified from time to time, the "Credit Agreement")
among GOODRICH CORPORATION, a New York corporation (the "Company"), the Lenders
(as defined in the Credit Agreement) and Citibank, N.A., as paying agent for the
Lenders ("Paying Agent"). Terms defined in the Credit Agreement are used herein
with the same meaning.

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

                1.      The Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, an interest in
and to the Assignor's rights and obligations under the Credit Agreement as of
the date hereof equal to the percentage interest specified on Schedule 1 hereto
of all outstanding rights and obligations under the Credit Agreement. After
giving effect to such sale and assignment, the Assignee's Commitment and the
amount of the Advances owing to the Assignee will be as set forth on Schedule 1
hereto.

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

                3.      The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Paying Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Paying Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement as
are delegated to the Paying Agent by the terms thereof, together with such


                                       1
<PAGE>

powers and discretion as are reasonably incidental thereto; (v) agrees that it
will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (vi) attaches any U.S. Internal Revenue Service forms required under Section
2.14 of the Credit Agreement.

                4.      Following the execution of this Assignment and
Acceptance, it will be delivered to the Paying Agent for acceptance and
recording by the Paying Agent. The effective date for this Assignment and
Acceptance (the "Effective Date") shall be the date of acceptance hereof by the
Paying Agent, unless otherwise specified on Schedule 1 hereto.

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

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

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

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

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


                                       2
<PAGE>


                                   Schedule 1

                                       to

                            Assignment and Acceptance


        Percentage interest assigned:
        _____%

        Assignee's Commitment:
        $______

        Aggregate outstanding principal amount of Advances assigned:     $______

        Principal amount of Note payable to Assignee:                    $______

        Principal amount of Note payable to Assignor:                    $______

        Effective Date*:     _______________, 200_


                                            [NAME OF ASSIGNOR], as Assignor




                                            By
                                               ---------------------------------
                                               Title:




                                            Dated:  _______________, 200_




                                            [NAME OF ASSIGNEE], as Assignee

                                            By
                                               ---------------------------------
                                               Title:

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

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



                                       3



<PAGE>


                                            Dated:  _______________, 200_



                                            Domestic Lending Office:

                                            [Address]

                                            Eurodollar Lending Office:

                                            [Address]


                                       4
<PAGE>


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


CITIBANK, N.A., as Paying Agent



By
  ----------------------------------
   Title:


[Approved this __________ day
of _______________, 200_



GOODRICH CORPORATION



By                                  ]
  ----------------------------------
   Title:


By                                  ]*
  ----------------------------------
   Title:




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

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




                                       5
<PAGE>



                                                           EXHIBIT D-1 - FORM OF
                                                      OPINION OF GENERAL COUNSEL
                                                                FOR THE BORROWER


July __, 2002

To each of the Lenders parties
to the 364-Day Credit Agreement
dated as of July __, 2002
among Goodrich Corporation,
said Lenders and Citibank, N.A.
as Paying Agent for said Lenders

Re:   Goodrich Corporation

Ladies and Gentlemen:

As Executive Vice President and General Counsel for Goodrich Corporation, a New
York corporation (the "Company"), I or attorneys under my supervision have acted
as counsel for the Company in connection with the preparation, execution and
delivery of the 364-Day Credit Agreement dated as of July __, 2002 (the
"Agreement"), among the Company, the Lenders parties thereto and Citibank, N.A.,
as Paying Agent for said Lenders. This opinion letter is provided to you at the
request of the Company pursuant to Section 3.01(i)(iv) of the Agreement. Terms
defined in the Agreement are used herein as therein defined.

In connection with my opinions expressed below, I or attorneys under my
supervision have reviewed the form furnished to me of the Agreement and have
examined originals or copies certified to my satisfaction of such other
agreements, documents, certificates and other statements of public officials and
corporate officers of the Company and such other papers as I have deemed
relevant and necessary as a basis for such opinion. In rendering my opinion that
the Company is "validly existing", I have relied solely upon a Certificate of
Subsistence regarding the Company from the New York Secretary of State dated
July __, 2002.

I have assumed in rendering the opinions set forth below: (a) that the Agreement
has been duly authorized, validly executed and delivered by each party thereto
other than the Company and is the valid and binding obligation of each party
thereto enforceable against such party in accordance with its terms; (b) that
the execution, delivery and performance of the Agreement by each party thereto
other than the Company does not contravene or conflict with such party's
articles of incorporation or bylaws or other organizational documents, any law,
regulation or governmental or judicial order binding upon such party, or any
contract or agreement to which such party or any of its properties is subject;
(c) that each party to the Agreement has acted in good faith in executing and
delivering such agreement; (d) that the Agreement and all Other Agreements (as
defined below) would be enforced as written; (e) that the Company will not in
the future take any discretionary action (including a decision not to act)
permitted under the



                                       1
<PAGE>

Agreement that would constitute a breach or default under any Other Agreement;
and (f) that all parties to the Agreement will act in accordance with, and
refrain from taking any action that is forbidden by, the terms and conditions of
the Agreement. For purposes of this opinion letter, "Other Agreement" means any
indenture or other agreement to which the Company is a party relating to
indebtedness for borrowed money in an amount exceeding US$20 million.

Additionally, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to authentic original documents of all documents
submitted to me as copies and the authenticity of the originals of such latter
documents. I also have assumed, but have not independently verified, the truth
of all factual matters stated in certificates delivered to me on or before the
date hereof by other officers of the Company or by public officials.

When a statement herein is qualified by the phrase "to my knowledge", it is
intended to indicate that no information that would give current actual
knowledge of the inaccuracy of such statement has come to my attention.

I am a member of the Bar of the State of Ohio and, accordingly, I express no
opinion as to the laws of any jurisdiction other than the laws of the State of
Ohio, the applicable provisions of the New York Business Corporation Law, and
the federal laws of the United States of America, each as currently in effect.

Based upon the foregoing, and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that:

1.      The Company is a corporation duly organized and validly existing under
        the laws of the State of New York.

2.      The execution, delivery and performance by the Company of the Agreement
        and the Notes, and the consummation of the transactions contemplated
        thereby, are within the Company's corporate powers, have been duly
        authorized by all necessary corporate action, and do not (a) violate any
        provision of the restated certificate of incorporation or bylaws of the
        Company or (b) breach or result in a default under any existing
        obligation of the Company under any Other Agreement.

3.      The Agreement [and each of the Notes] have been duly executed and
        delivered on behalf of the Company.

In addition, I advise you that to my knowledge there are no legal actions,
suits, proceedings, claims or disputes pending or overtly threatened in writing,
in arbitration or before any court or other governmental authority, that name
the Company and are specifically directed to it or its property (a) that purport
to affect the legality, validity, binding effect or enforceability of the
Agreement or any of the Notes or the consummation of the transactions
contemplated thereby or (b) other than as described in the Company's reports on
Form 10-K, 10-Q or 8-K filed with the Securities and Exchange Commission, that,
so far as the Company can now foresee considering their probability of success,
are likely to have a material adverse effect on the financial condition or
operations of the Company and its subsidiaries taken as a whole.


                                       2
<PAGE>

This opinion letter may not be relied upon by any person or entity other than
the addressees hereof or for any purpose other than the transactions described
in the Agreement, without my prior written consent in each instance; provided,
however, that a copy of this opinion letter may be delivered by any Lender to
any Person that becomes a Lender in accordance with the provisions of the
Agreement, and any such Lender may rely on this opinion letter as if it were
addressed and delivered to such Lender on the date hereof.

This opinion letter speaks only as of the date hereof. I undertake no
obligations to advise you or any other party authorized by me to rely on this
opinion of any development or circumstance of any kind including any change in
law or fact occurring after the date hereof even though such development,
circumstance or change may affect the legal analysis, a legal conclusion or an
informational confirmation contained herein. Accordingly, any Lender relying on
this opinion letter at any time should seek advice of its counsel as to the
proper application of this opinion letter at such time.



                                                   Very truly yours,

                                                   Terrence G. Linnert





                                       3
<PAGE>


                                                           EXHIBIT D-2 - FORM OF
                                                          OPINION OF JONES, DAY,
                                                                  REAVIS & POGUE





                                  July __, 2002



To each of the Lenders party to the
Credit Agreement dated as of
July __, 2002 among Goodrich Corporation,
said Lenders and Citibank, N.A., as Paying
Agent for said Lenders, and to
Citibank, N.A., as Paying Agent

        Re:    Goodrich Corporation

Ladies and Gentlemen:

               We have acted as special New York counsel for Goodrich
Corporation, a New York corporation (the "Company"), in connection with the
364-Day Credit Agreement, dated as of July __, 2002 (the "Financing Agreement"),
among the Company, the financial institutions listed on the signature pages
thereof (collectively, the "Lenders") and Citibank, N.A., as paying agent for
the Lenders (in such capacity, the "Agent"). This opinion is delivered to you
pursuant to Section 3.01(i)(iv) of the Financing Agreement. Capitalized terms
used herein and not otherwise defined herein have the meanings assigned to such
terms in the Financing Agreement. With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent, if any,
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of the assumptions or items upon which we have
relied.

In connection with the opinions expressed herein, we have examined such
documents, records and matters of law as we have deemed necessary for the
purposes of this opinion. We have examined, among other documents, the
following:

               (1)    An executed copy of the Financing Agreement[; and]

               (2) [A copy of each of the Notes executed by the Company in favor
        of each Lender that requested a Note (the "Notes").]

               The documents referred to in items (1) and (2) above, inclusive,
are referred to herein collectively as the "Documents."



                                       1
<PAGE>

                In all such examinations, we have assumed the legal capacity of
all natural persons executing documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to the opinions expressed
herein, we have relied upon, and assume the accuracy of, representations and
warranties contained in the Documents and certificates and oral or written
statements and other information of or from representatives of the Company and
others and assume compliance on the part of the Company with their covenants and
agreements contained therein. With respect to the opinions expressed in
paragraph (a) below, our opinions are limited (x) to our actual knowledge, if
any, of the specially regulated business activities and properties of the
Company based solely upon an officer's certificate in respect of such matters
and without any independent investigation or verification on our part and (y) to
our review of only those laws and regulations that, in our experience, are
normally applicable to transactions of the type contemplated by the Documents.

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

        (a)     The execution and delivery to the Agent and the Lenders by the
Company of the Documents and the performance by the Company of its obligations
thereunder (i) do not require under present law any filing or registration by
the Company with, or approval or consent to the Company of, any governmental
agency or authority of the State of New York or of the United States of America
that has not been made or obtained except those required in the ordinary course
of business in connection with the performance by the Company of its obligations
under certain covenants contained in the Documents and other filings under
securities laws and (ii) do not violate any present law, or present regulation
of any governmental agency or authority, of the State of New York or the United
States of America applicable to the Company or its property.

        (b)     The Financing Agreement is, [and after giving effect to the
initial Borrowing, each of the Notes will be,] a valid and binding obligation of
the Company, enforceable against the Company in accordance with its respective
terms.

        (c)     Assuming the accuracy of the representations and warranties made
in the Financing Agreement with respect to the intended use of the proceeds of
the Financing Agreement, the borrowings by the Company under the Financing
Agreement and the application of the proceeds thereof as provided in the
Financing Agreement will not violate Regulation U or X of the Board of Governors
of the Federal Reserve System (the "Margin Regulations").

                The opinions set forth above are subject to the following
qualifications:

        (A)     Our opinions in paragraph (c) above are subject to (i)
applicable bankruptcy, insolvency, reorganization, fraudulent transfer and
conveyance, voidable preference, moratorium, receivership, conservatorship,
arrangement or similar laws, and related regulations and judicial doctrines,
from time to time in effect affecting creditors' rights and remedies generally
and (ii) general principles of equity (including, without limitation, standards
of materiality, good faith, fair dealing and reasonableness, equitable defenses,
the exercise of judicial discretion and limits on the availability of equitable
remedies), whether such principles are considered in a proceeding at law or in
equity.



                                       2
<PAGE>

        (B)    We express no opinion as to the enforceability of any provision
in the Documents:

               (i) relating to indemnification, contribution or exculpation in
        connection with violations of any securities laws or statutory duties or
        public policy, or in connection with willful, reckless or unlawful acts
        or gross negligence of the indemnified or exculpated party or the party
        receiving contribution;

               (ii) relating to choice of governing law to the extent that the
        enforceability of any such provision is to be determined by any court
        other than a court of the State of New York;

               (iii) purporting to confer, or constituting an agreement with
        respect to, subject matter jurisdiction of United States Federal courts
        to adjudicate any matter;

               (iv)   purporting to create a trust or other fiduciary
        relationship;

               (v) specifying that provisions thereof may be waived only in
        writing, to the extent that an oral agreement or an implied agreement by
        trade practice or course of conduct has been created that modifies any
        provision of such Documents;

               (vi) giving any person or entity the power to accelerate
        obligations without any notice to the obligor; or

               (vii) providing for restraints on alienation of property.

        (C)     Our opinions as to enforceability are subject to the effect of
        generally applicable rules of law that:

               (i) provide that forum selection clauses in contracts are not
        necessarily binding on the court(s) in the forum selected; and

               (ii) may, where less than all of a contract may be unenforceable,
        limit the enforceability of the balance of the contract to circumstances
        in which the unenforceable portion is not an essential part of the
        agreed exchange, or that permit a court to reserve to itself a decision
        as to whether any provision of any agreement is severable.

        (D)     To the extent it may be relevant to the opinions expressed
herein, we have assumed that the obligations of the Company as a guarantor under
the Financing Agreement are, and would be deemed by a court of competent
jurisdiction to be, in furtherance of its corporate purpose.

        (E)     To the extent it may be relevant to the opinions expressed
herein, we have assumed that the parties to the Documents have the power to
enter into and perform such documents and to consummate the transactions
contemplated thereby and that such documents have been duly authorized, and,
other than with respect to the Company, executed and delivered by, and (other
than with respect to the Company) constitute legal, valid and binding
obligations of, such parties.

                                       3
<PAGE>

        (F)    For purposes of the opinions set forth in paragraph (d) above, we
have assumed that (i) neither the Agent nor any of the Lenders has relied or
will rely upon any Margin Stock as collateral in extending or maintaining any
extensions of credit pursuant to the Financing Agreement and (ii) the aggregate
principal amount of all "purpose credit" extended does not exceed the "maximum
loan value of the collateral securing the credit" (each phrase as defined under
the Margin Regulations), as to which we express no opinion.

               The opinions expressed herein are limited to the federal laws of
the United States of America and the laws of the State of New York, as currently
in effect.

               We express no opinion as to the compliance or noncompliance, or
the effect of the compliance or noncompliance, of each of the addressees or any
other person or entity with any state or federal laws or regulations applicable
to each of them by reason of their status as or affiliation with a federally
insured depository institution, except as expressly set forth in paragraph (d)
above. Our opinions are limited to those expressly set forth herein, and we
express no opinions by implication.

               The opinions expressed herein are solely for the benefit of the
addressees hereof in connection with the transaction referred to herein and may
not be relied on by such addressees for any other purpose or in any manner or
for any purpose by any other person or entity except for any permitted assignee
under the Financing Agreement in connection with an assignment permitted under
the Financing Agreement and that this opinion may be disclosed to bank
regulatory authorities having jurisdiction over any Lender.

                                Very truly yours,




                                JONES, DAY, REAVIS & POGUE


                                       4

<PAGE>


                                                             EXHIBIT E - FORM OF
                                                      OPINION OF MILBANK, TWEED,
                                                             HADLEY & McCLOY LLP





                                                                 July [__], 2002



To the Lenders party to the
  Credit Agreement referred to
  below

Citibank, N.A., as Paying Agent
Two Penns Way, Suite 200,
New Castle, Delaware  19720

Ladies and Gentlemen:

               We have acted as special New York counsel to Citibank, N.A. (the
"Paying Agent"), as Paying Agent, in connection with the Credit Agreement dated
as of July 30, 2002 (the "Credit Agreement") among Goodrich Corporation (the
"Company"), the Lenders named therein and the Paying Agent, providing for loans
to be made by said lenders to the Company in an aggregate principal amount at
any one time outstanding not exceeding $1,500,000,000. Terms defined in the
Credit Agreement are used herein as defined therein. This opinion is being
delivered pursuant to Section 3.01(i)(v) of the Credit Agreement.

               In rendering the opinions expressed below, we have examined the
Credit Agreement and have considered such matters of law as we have deemed
necessary in order to render this opinion. In connection herewith, 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.

               In rendering the opinions expressed below, we have assumed that:

               (i)    the making and performance by the Company of the Credit
        Agreement and the borrowing by the Company thereunder have been duly
        authorized by, have been duly executed and delivered by, and (except to
        the extent set forth in the opinions below as to the Company) constitute
        legal, valid, binding and enforceable obligations of, all of the parties
        to such documents;

               (ii)   all signatories to the Credit Agreement have been duly
        authorized; and

                                       1

<PAGE>

               (iii)  all of the parties to the Credit Agreement 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 Agreement constitutes the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights of creditors generally and except as the enforceability of
the Credit Agreement is subject to the application of general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
including, without limitation, (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 9.04(b) of the Credit Agreement
        may be limited by laws limiting the enforceability of provisions
        exculpating or exempting a party from, or requiring indemnification of a
        party for, its own action or inaction, to the extent such action or
        inaction involves gross negligence, recklessness or willful 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 first sentence of Section 9.11(a) 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
        Documents and (iii) Section 9.11(b) of the Credit Agreement insofar as
        it relates to inconvenient forum in any Federal court.

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

               This opinion letter is, pursuant to Section 3.01(i)(v) of the
Credit Agreement, provided to you by us in our capacity as special New York
counsel to the Administrative Agent 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,

WFC/RMG

                                       2
<PAGE>


                                                                       EXHIBIT F
                                                      FORM OF DESIGNATION LETTER
                                                                 [Date]
To each of the Lenders parties
  to the Credit Agreement dated
  as of December 17, 2001
  among Goodrich Corporation,
  said Lenders and Citibank, N.A.,
  as Paying Agent for said Lenders, and
  to Citibank, N.A., as Paying Agent

Ladies and Gentlemen:

               Reference is made to the Credit Agreement dated as of July 30,
2002 (as amended or modified from time to time, the "Credit Agreement") among
GOODRICH CORPORATION, a New York corporation (the "Company"), the Lenders (as
defined in the Credit Agreement) and Citibank, N.A., as paying agent for the
Lenders ("Paying Agent"). Terms defined in the Credit Agreement are used herein
with the same meaning.

               Please be advised that the Company hereby designates the
undersigned wholly-owned Subsidiary, ____________, a _________ (the "Designated
Subsidiary"), as a "Designated Subsidiary" and a "Borrower" under and for all
purposes of the Credit Agreement.

               The Designated Subsidiary, in consideration of the agreement of
each Lender to extend credit to it from time to time under, and on the terms and
conditions set forth in, the Credit Agreement does hereby assume each of the
obligations imposed upon a Designated Subsidiary and a Borrower under the Credit
Agreement and agrees to be bound by all of the terms and conditions of the
Credit Agreement. The Designated Subsidiary has, on the date hereof, delivered
to the Paying Agent a properly completed and duly executed Revolving Credit
Note, in substantially the form of Exhibit A-1 to the Credit Agreement, payable
to each Lender that has made a request pursuant to Section 2.16 of the Credit
Agreement.

               In furtherance of the foregoing, the Designated Subsidiary hereby
represents and warrants to the Paying Agent and each of the Lenders as follows:

                1.      The Designated Subsidiary is a Person duly organized,
        validly existing and, to the extent such concept is applicable in the
        jurisdiction of organization of the Designated Subsidiary, in good
        standing under the laws of __________.

                2.      The execution, delivery and performance by the
        Designated Subsidiary of this Designation Letter, the Credit Agreement
        and the Notes issued by the Designated Subsidiary and the consummation
        of the transactions contemplated hereby and thereby, are within the
        Designated Subsidiary's powers, have been duly authorized by all
        necessary action (including, without limitation, all necessary
        stockholders' action), and do not contravene (a) the Designated
        Subsidiary's charter or by-laws (or similar


                                       1
<PAGE>

        organizational documents) or (b) law or any contractual restriction
        binding on or affecting the Designated Subsidiary.

                3.      No authorization or approval or other action by, and no
        notice to or filing with, any governmental authority or regulatory body
        or any other third party is required for the due execution, delivery and
        performance by the Designated Subsidiary of this Designation Letter, the
        Credit Agreement or any of the Notes issued by the Designated
        Subsidiary, or for the consummation of the transactions contemplated
        hereby and thereby, except as have been obtained or made and are in full
        force and effect.

                4.      This Designation Letter has been, and each of the Notes
        issued by the Designated Subsidiary when executed and delivered under
        the Credit Agreement will have been, duly executed and delivered by the
        Designated Subsidiary. Each of this Designation Letter and the Credit
        Agreement is, and each of the Notes issued by the Designated Subsidiary
        when delivered under the Credit Agreement will be, the legal, valid and
        binding obligation of the Designated Subsidiary, enforceable against the
        Designated Subsidiary in accordance with their respective terms.

                5.      There is no pending or threatened action, suit,
        investigation, litigation or proceeding affecting the Designated
        Subsidiary or any of its Subsidiaries before any court, governmental
        agency or arbitrator that (i) could reasonably be expected to have a
        Material Adverse Effect or (ii) purports to affect the legality,
        validity or enforceability of this Designation Letter, the Credit
        Agreement or any of the Notes issued by the Designated Subsidiary, or
        the consummation of the transactions contemplated hereby and thereby.

                6.      The Designated Subsidiary is not engaged in the business
        of extending credit for the purpose of purchasing or carrying margin
        stock (within the meaning of Regulation U of the Board of Governors of
        the Federal Reserve System), and no proceeds of any Advance to the
        Designated Subsidiary will be used to purchase or carry any margin stock
        or to extend credit to others for the purpose of purchasing or carrying
        margin stock.

                The Designated Subsidiary hereby irrevocably appoints the
Company as its authorized agent to receive and deliver notices in accordance
with Section 9.02(b) of the Credit Agreement, and hereby irrevocably agrees that
(A) in the case of any notices delivered to the Company, on behalf of the
Designated Subsidiary, in accordance with Section 9.02(b) of the Credit
Agreement, the failure of the Company to give any notice referred to therein to
the Designated Subsidiary shall not impair or affect the validity of such notice
with respect thereto and (B) in the case of Notice of Borrowing or notice of
Conversion delivered pursuant to Section 2.08 of the Credit Agreement by the
Company, on behalf of the Designated Subsidiary, in accordance with Section
9.02(b) of the Credit Agreement, the delivery of any such notice by the Company,
on behalf of the Designated Subsidiary, shall be binding on the Designated
Subsidiary to the same extent as if such notice had been executed and delivered
directly by the Designated Subsidiary.

                                       2
<PAGE>

               The Designated Subsidiary hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York state court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Designation Letter, the Credit
Agreement or any of the Notes issued by the Designated Subsidiary or for
recognition or enforcement of any judgment, and hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by applicable law, in such federal court. The Designated
Subsidiary hereby further irrevocably consents to the service of process in any
action or proceeding in such courts by the mailing thereof by any Lender or the
Paying Agent by registered or certified mail, postage prepaid, to it at its
address specified below its name on the signature page hereto. The Designated
Subsidiary hereby further agrees that service of process in any such action or
proceeding brought in any such New York State court or in any such federal court
may be made upon the Company at the address referred to in Section 9.02 of the
Credit Agreement, and the Designated Subsidiary hereby irrevocably appoints the
Company as its authorized agent to accept such service of process, and agrees
that the failure of the Company to give any notice of any such service to it
shall not impair or affect the validity of such service or of any judgment
rendered in any action or proceeding based thereon. The Designated Subsidiary
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 applicable law. Nothing in this Designation
Letter, the Credit Agreement or any of the Notes issued by the Designated
Subsidiary shall affect any right that any party may otherwise have to serve
legal process in any other manner permitted by applicable law or to bring any
action or proceeding relating to this Designation Letter, the Credit Agreement
or any such Note in the courts of any jurisdiction.

               The Designated Subsidiary irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Designation Letter, the Credit
Agreement or any of the Notes issued by it in any New York state or federal
court. The Designated Subsidiary hereby irrevocably waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

               To the extent that the Designated Subsidiary has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Designated Subsidiary hereby irrevocably waives such immunity in
respect of its obligations under this Designation Letter, the Credit Agreement
or any of the Notes issued by it.


                                       3

<PAGE>

               The Designated Subsidiary hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Designation
Letter, the Credit Agreement or any of the Notes issued by it or the actions of
the Paying Agent or any Lender in the negotiation, administration, performance
or enforcement thereof.

                                              Very truly yours,

                                              GOODRICH CORPORATION


                                              By
                                                --------------------------------
                                                   Name:
                                                   Title:

                                              By
                                                --------------------------------
                                                   Name:
                                                   Title:

                                              [THE DESIGNATED SUBSIDIARY]


                                              By
                                                --------------------------------
                                                   Name:
                                                   Title:
                                                 Address:

Acknowledged and Agreed to
 as of the date first above written:
CITIBANK, N.A., as Paying Agent
By
  ----------------------------------
    Name:
    Title:


                                       4