<PAGE>

                                                                  EXECUTION COPY








                            364-DAY CREDIT AGREEMENT

                         Dated as of September 16, 2002

                                      Among

                              GOODRICH CORPORATION
                                   as Company

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                                   as Lenders

                                       and

                                 CITIBANK, N.A.

                                    as Agent

                                       and

                            SALOMON SMITH BARNEY INC.

                        as Lead Arranger and Book Manager




<PAGE>

                                TABLE OF CONTENTS
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                  1

         SECTION 1.02.  Computation of Time Periods                           15

         SECTION 1.03.  Accounting Terms                                      15

ARTICLE II

         SECTION 2.01.  The Revolving Credit Advances                         15

         SECTION 2.02.  Making the Revolving Credit Advances                  15

         SECTION 2.03.  The Competitive Bid Advances                          16

         SECTION 2.04.  Fees                                                  20

         SECTION 2.05.  Termination or Reduction of the Commitments           20

         SECTION 2.06.  Repayment of Revolving Credit Advances                20

         SECTION 2.07.  Interest on Revolving Credit Advances                 20

         SECTION 2.08.  Interest Rate Determination                           21

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances      22

         SECTION 2.10.  Prepayments of Revolving Credit Advances              23

         SECTION 2.11.  Increased Costs; Reserve Percentages                  23

         SECTION 2.12.  Illegality                                            24

         SECTION 2.13.  Payments and Computations                             25

         SECTION 2.14.  Taxes                                                 26

         SECTION 2.15.  Sharing of Payments, Etc.                             28

         SECTION 2.16.  Evidence of Debt                                      28

         SECTION 2.17.  Use of Proceeds                                       28

         SECTION 2.18.  Extension of Termination Date                         28

         SECTION 2.19.  Increase in the Aggregate Commitments                 30

                                       ii

<PAGE>

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness of
                        Sections 2.01 and 2.03                                31

         SECTION 3.02.  Conditions Precedent to Initial Borrowing of
                        Each Designated Subsidiary                            32

         SECTION 3.03.  Conditions Precedent to Each Revolving Credit
                        Borrowing, Extension Date and Commitment Increase     33

         SECTION 3.04.  Conditions Precedent to Each Competitive
                        Bid Borrowing                                         33

         SECTION 3.05.  Determinations Under Section 3.01                     34

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Company         34

ARTICLE V

         SECTION 5.01.  Covenants                                             36

ARTICLE VI

         SECTION 6.01.  Events of Default                                     41

ARTICLE VII                                                                   43

         SECTION 7.01.  Guaranty; Limitation of Liability                     43

         SECTION 7.02.  Guaranty Absolute                                     43

         SECTION 7.03.  Waivers and Acknowledgments                           44

         SECTION 7.04.  Subrogation                                           45

         SECTION 7.05.  Continuing Guaranty; Assignments                      45

ARTICLE VIII

         SECTION 8.01.  Authorization and Action                              45

         SECTION 8.02.  Agent's Reliance, Etc.                                46

         SECTION 8.03.  Citibank and Affiliates                               46

         SECTION 8.04.  Lender Credit Decision                                46

         SECTION 8.05.  Indemnification                                       46

         SECTION 8.06.  Successor Agent                                       47

                                      iii
<PAGE>

         SECTION 8.07.  Sub-Agent                                             47

         SECTION 8.08.  Other Agents.                                         47

ARTICLE IX

         SECTION 9.01.  Amendments, Etc.                                      47

         SECTION 9.02.  Notices, Etc.                                         47

         SECTION 9.03.  No Waiver; Remedies                                   48

         SECTION 9.04.  Costs and Expenses                                    48

         SECTION 9.05.  Binding Effect                                        49

         SECTION 9.06.  Assignments, Designations and Participations          49

         SECTION 9.07.  Confidentiality                                       52

         SECTION 9.08.  Governing Law                                         52

         SECTION 9.09.  Execution in Counterparts                             52

         SECTION 9.10.  Judgment                                              52

         SECTION 9.11.  Jurisdiction, Etc.                                    53

         SECTION 9.12.  Designated Subsidiaries                               53

         SECTION 9.13.  Waiver of Jury Trial                                  55




                                       iv

<PAGE>


Schedules
---------

Schedule I - List of Applicable Lending Offices


Exhibits
--------

Exhibit A-1    -   Form of Revolving Credit Note

Exhibit A-2    -   Form of Competitive Bid Note

Exhibit B-1    -   Form of Notice of Revolving Credit Borrowing

Exhibit B-2    -   Form of Notice of Competitive Bid Borrowing

Exhibit C      -   Form of Assignment and Acceptance

Exhibit D      -   Form of Designation Agreement

Exhibit E      -   Form of Designation Letter

Exhibit F-1    -   Form of Opinion of General Counsel for the Company

Exhibit F-2    -   Form of Opinion of Jones, Day, Reavis & Pogue











                                       v

<PAGE>


                            364-DAY CREDIT AGREEMENT

                         Dated as of September 16, 2002


                  GOODRICH CORPORATION, a New York corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") and CITIBANK, N.A. ("Citibank"), as agent (the "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):

                  "Advance" means a Revolving Credit Advance or a Competitive
         Bid 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 (a) in the case of Advances
         denominated in Dollars, the account of the Agent maintained by the
         Agent at Citibank at its office at 388 Greenwich Street, New York, New
         York 10013, Account No. 36852248, Attention: Bank Loan Syndications,
         (b) in the case of Advances denominated in any Foreign Currency, the
         account of the Sub-Agent designated in writing from time to time by the
         Agent to the Company and the Lenders for such purpose and (c) in any
         such case, such other account of the Agent as is designated in writing
         from time to time by the Agent to the Company and the Lenders for such
         purpose.

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

                  "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 Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable Lending Office with respect to such Competitive Bid
         Advance.

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

                                       1

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
      Public Debt Rating           Applicable Margin for         Applicable Margin for         Applicable Margin for
         S&P/Moody's             Eurocurrency Rate Advances    Eurocurrency Rate Advances    Eurocurrency Rate Advances
                                When Leverage Ratio is Less      When Leverage Ratio is        When Leverage Ratio is
                                       than 3.50 to 1           Equal to or Greater than      Equal to or Greater than
                                                                3.50 to 1 and less than              3.75 to 1
                                                                       3.75 to 1
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                           <C>
Level 1
A or A2 or above                           0.325%                        0.575%                        0.700%
------------------------------------------------------------------------------------------------------------------------
Level 2
A- or A3                                   0.410%                        0.660%                        0.785%
------------------------------------------------------------------------------------------------------------------------
Level 3
BBB+ or Baa1                               0.525%                        0.775%                        0.900%
------------------------------------------------------------------------------------------------------------------------
Level 4
BBB or Baa2                                0.600%                        0.850%                        0.975%
------------------------------------------------------------------------------------------------------------------------
Level 5
BBB- and Baa3                              0.950%                        1.200%                        1.325%
------------------------------------------------------------------------------------------------------------------------
Level 6
BBB- or Baa3                               1.150%                        1.400%                        1.525%
------------------------------------------------------------------------------------------------------------------------
Level 7
Lower than Level 6                         1.500%                        1.750%                        1.875%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

         and (b) for Base Rate Advances, as of any date, a percentage per annum
         determined by reference to the Public Debt Rating and Leverage Ratio in
         effect on such date as set forth below:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
      Public Debt Rating           Applicable Margin for         Applicable Margin for         Applicable Margin for
         S&P/Moody's              Base Rate Advances When       Base Rate Advances When       Base Rate Advances When
                                Leverage Ratio is Less than        Leverage Ratio is         Leverage Ratio is Equal to
                                        3.50 to 1               Equal to or Greater than     or Greater than 3.75 to 1
                                                                      3.50 to 1
                                                                 and less than 3.75 to 1
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                           <C>
Level 1
A or A2 or above                           0.000%                        0.000%                        0.000%
------------------------------------------------------------------------------------------------------------------------
Level 2
A- or A3                                   0.000%                        0.000%                        0.000%
------------------------------------------------------------------------------------------------------------------------
Level 3
BBB+ or Baa1                               0.000%                        0.000%                        0.000%
------------------------------------------------------------------------------------------------------------------------
Level 4
BBB or Baa2                                0.000%                        0.000%                        0.000%
------------------------------------------------------------------------------------------------------------------------
Level 5
BBB- and Baa3                              0.000%                        0.000%                        0.000%
------------------------------------------------------------------------------------------------------------------------
Level 6
BBB- or Baa3                               0.000%                        0.000%                        0.025%
------------------------------------------------------------------------------------------------------------------------
Level 7
Lower than Level 6                         0.000%                        0.250%                        0.375%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Applicable Margin for each Advance shall be determined by reference
         to Public Debt Rating and the Leverage Ratio in effect from time to
         time, and shall be adjusted on the basis of the Leverage Ratio upward
         or downward on the third Business Day following delivery of the
         certificate referred to in Section 5.01(k)(iv) provided the Leverage
         Ratio shall be deemed to be greater than 3.75 to 1 for so long as the
         Company has not delivered such certificate as required under Section
         5.01(k)(iv).

                                       2

<PAGE>


                  "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:

                           -----------------------------------------------------
                           Public Debt Rating                Applicable
                             S&P/Moody's                     Percentage
                           -----------------------------------------------------
                           Level 1
                           A or A2 or above                    0.075%
                           -----------------------------------------------------
                           Level 2
                           A- or A3                            0.090%
                           -----------------------------------------------------
                           Level 3
                           BBB+ or Baa1                        0.100%
                           -----------------------------------------------------
                           Level 4
                           BBB or Baa2                         0.150%
                           -----------------------------------------------------
                           Level 5
                           BBB- and Baa3                       0.175%
                           -----------------------------------------------------
                           Level 6
                           BBB- or Baa3                        0.225%
                           -----------------------------------------------------
                           Level 7
                           Lower than Level 6                  0.250%
                           -----------------------------------------------------

                  "Applicable Utilization Fee" means, as of any date that the
         aggregate Advances exceed 33% of the aggregate Commitments, a
         percentage per annum determined by reference to the Public Debt Rating
         in effect on such date as set forth below:

                           -----------------------------------------------------
                           Public Debt Rating               Applicable
                             S&P/Moody's                  Utilization Fee
                           -----------------------------------------------------
                           Level 1
                           A or A2 or above                    0.050%
                           -----------------------------------------------------
                           Level 2
                           A- or A3                            0.100%
                           -----------------------------------------------------
                           Level 3
                           BBB+ or Baa1                        0.125%
                           -----------------------------------------------------
                           Level 4
                           BBB or Baa2                         0.125%
                           -----------------------------------------------------
                           Level 5
                           BBB- and Baa3                       0.250%
                           -----------------------------------------------------
                           Level 6
                           BBB- or Baa3                        0.250%
                           -----------------------------------------------------
                           Level 7
                           Lower than Level 6                  0.250%
                           -----------------------------------------------------

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

                  "Assuming Lender" has the meaning specified in Section
         2.18(c).

                  "Assumption Agreement" has the meaning specified in Section
         2.18(c).

                  "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.

                                       3

<PAGE>


                  "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
                  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 a Revolving Credit Advance
         denominated in Dollars that bears interest as provided in Section
         2.07(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 Revolving Credit Borrowing or a
         Competitive Bid Borrowing.

                  "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 Eurocurrency Rate Advances or
         LIBO Rate Advances, on which dealings are carried on in the London
         interbank market and banks are open for business in London and in the
         country of issue of the currency of such Eurocurrency Rate Advance or
         LIBO Rate Advance (or, in the case of an Advance denominated in Euro,
         on which the Trans-European Automated Real-Time Gross Settlement
         Express Transfer (TARGET) System is open) and, if the applicable
         Business Day relates to any Local Rate Advances on which banks are open
         for business in the country of issue of the currency of such Local Rate
         Advance.

                  "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 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

                                       4

<PAGE>

         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.

                  "Commitment" means as to any Lender (a) the Dollar amount set
         forth opposite such Lender's name on the signature pages hereof, (b) if
         such Lender has become a Lender hereunder pursuant to an Assumption
         Agreement, the Dollar amount set forth in such Assumption Agreement or
         (c) if such Lender has entered into any Assignment and Acceptance, the
         Dollar amount set forth for such Lender in the Register maintained by
         the Agent pursuant to Section 9.06(g), as such amount may be reduced
         pursuant to Section 2.05 or increased pursuant to Section 2.19.

                  "Commitment Date" has the meaning specified in Section
         2.19(b).

                  "Commitment Increase" has the meaning specified in Section
         2.19(a).

                  "Committed Currencies" means lawful currency of the United
         Kingdom of Great Britain and Northern Ireland and Euros.

                  "Competitive Bid Advance" means an advance by a Lender to any
         Borrower as part of a Competitive Bid Borrowing resulting from the
         competitive bidding procedure described in Section 2.03 and refers to a
         Fixed Rate Advance, a LIBO Rate Advance or a Local Rate Advance.

                  "Competitive Bid Borrowing" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "Competitive Bid Note" means a promissory note of any Borrower
         payable to the order of any Lender, in substantially the form of
         Exhibit A-2 hereto, evidencing the indebtedness of such Borrower to
         such Lender resulting from a Competitive Bid Advance made by such
         Lender to such Borrower.

                  "Competitive Bid Reduction" has the meaning specified in
         Section 2.01.

                  "Confidential Information" means confidential or proprietary
         information delivered or made available by or on behalf of the Company
         or any Subsidiary to the Agent or any Lender, but does not include
         information (i) which was publicly available or otherwise known to the
         Agent or such Lender, at the time of disclosure (other than through
         disclosure 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 Agent or any Lender, or (iii) which otherwise
         becomes known to the 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 Agent or such Lender knows or should have
         known.

                  "Consenting Lender" has the meaning specified in Section
         2.18(b).

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

                                       5

<PAGE>

                  "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), determined on a consolidated basis in accordance with GAAP.

                  "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 Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

                  "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
         assets, 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.

                  "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 Bidder" means (a) an Eligible Assignee or (b) a
         special purpose corporation that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and that issues (or the parent of which issues) commercial
         paper rated at least "Prime-1" (or the then equivalent grade) by
         Moody's or "A-1" (or the then equivalent grade) by S&P that, in the
         case of either clause (a) or (b), (i) is organized under the laws of
         the United States or any State thereof, (ii) shall have become a party
         hereto pursuant to Section 9.06(d), (e) and (f) and (iii) is not
         otherwise a Lender.

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


                                       6
<PAGE>

                  "Designation Agreement" means a designation agreement entered
         into by a Lender (other than a Designated Bidder) and a Designated
         Bidder, and accepted by the Agent, in substantially the form of Exhibit
         D hereto.

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

                  "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 Assumption Agreement
         or 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 Agent.

                  "EBITDA" means, for any period, net income (or net loss) plus
         the sum of (a) interest expense and distributions on trust preferred
         securities, (b) income tax expense, (c) depreciation expense, (d)
         amortization expense, (e) cash restructuring charges taken in 2001 or
         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 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 other Person approved by the 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.

                  "Equivalent" in Dollars of any Foreign Currency on any date
         means the equivalent in Dollars of such Foreign Currency determined by
         using the quoted spot rate at which the Sub-Agent's principal office in
         London offers to exchange Dollars for such Foreign Currency in London
         prior to 4:00 P.M. (London time) (unless otherwise indicated by the
         terms of this Agreement) on such date as is required pursuant to the
         terms of this Agreement, and the "Equivalent" in any Foreign Currency
         of Dollars means the equivalent in such Foreign Currency of Dollars
         determined by using the quoted spot rate at which the Sub-Agent's
         principal office in London offers to exchange such Foreign Currency for
         Dollars in London prior to 4:00 P.M. (London time) (unless otherwise
         indicated by the terms of this Agreement) on such date as is required
         pursuant to the terms of this Agreement.

                  "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.


                                       7
<PAGE>

                  "EURIBO Rate" means the rate appearing on Page 248 of the
         Telerate Service (or on any successor or substitute page of such
         Service, or any successor to or substitute for such Service, providing
         rate quotations comparable to those currently provided on such page of
         such Service, as determined by the Agent from time to time for purposes
         of providing quotations of interest rates applicable to deposits in
         Euro by reference to the Banking Federation of the European Union
         Settlement Rates for deposits in Euro) at approximately 10:00 a.m.,
         London time, two Business Days prior to the commencement of such
         Interest Period, as the rate for deposits in Euro with a maturity
         comparable to such Interest Period or, if for any reason such rate is
         not available, and the Agent is unable to determine such rate in
         accordance with Section 2.08(f)(i), the average (rounded upward to the
         nearest whole multiple of 1/100 of 1% per annum, if such average is not
         such a multiple) of the respective rates per annum at which deposits in
         Euros are offered by the principal office of each of the Reference
         Banks in London, England to prime banks in the London interbank market
         at 11:00 A.M. (London time) two Business Days before the first day of
         such Interest Period in an amount substantially equal (x) in the case
         of Revolving Credit Borrowings, to such Reference Bank's Eurocurrency
         Rate Advance comprising part of such Revolving Credit Borrowing to be
         outstanding during such Interest Period and for a period equal to such
         Interest Period (subject, however, to the provisions of Section 2.08)
         or (y) in the case of Competitive Bid Borrowings, to the amount that
         would be the Reference Banks' respective ratable shares of such
         Borrowing if such Borrowing were to be a Revolving Credit Borrowing to
         be outstanding during such Interest Period and for a period equal to
         such Interest Period (subject, however, to the provisions of Section
         2.08.

                  "Euro" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "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.

                  "Eurocurrency Lending Office" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on Schedule I hereto or in the
         Assumption Agreement or 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 Lender as such Lender may
         from time to time specify to the Company and the Agent.

                  "Eurocurrency Rate" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to (a) in the case of any
         Revolving Credit Advance denominated in Dollars or any Committed
         Currency other than Euro, the rate per annum (rounded upward 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 or the applicable Committed
         Currency at approximately 11:00 A.M. (London time) two Business Days
         prior to the first day of such Interest Period for a term comparable to
         such Interest Period or, if for any reason such rate is not available,
         and the Agent is unable to determine such rate in accordance with
         Section 2.08(f)(i), the average (rounded upward 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 or the
         applicable Committed Currency is offered by the principal office of
         each of the Reference Banks in London, England to prime banks in the
         London interbank market at 11:00 A.M. (London time) two Business Days
         before the first day of such Interest Period in an amount substantially
         equal to such Reference Bank's Eurocurrency Rate Advance comprising
         part of such Revolving Credit Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period or, (b)
         in the case of any Revolving Credit Advance denominated in Euros, the
         EURIBO Rate. If the Telerate Markets Page 3750 (or any successor page)
         is unavailable, and the Agent is unable to determine such rate in
         accordance with Section 2.08(f)(i), the Eurocurrency Rate for any
         Interest Period for each Eurocurrency Rate Advance comprising part of
         the same Revolving Credit Borrowing shall be determined by the Agent in
         accordance with the provisions of Section 2.08(f)(ii).


                                       8
<PAGE>

                  "Eurocurrency Rate Advance" means a Revolving Credit Advance
         denominated in Dollars or a Committed Currency that bears interest as
         provided in Section 2.07(a)(ii).

                  "Eurocurrency Rate Reserve Percentage" for any Interest Period
         for any Eurocurrency Rate Advance or LIBO Rate Advance made by any
         Lender means the reserve percentage, if any, applicable to such Lender
         two Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) 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 Eurocurrency Rate Advances or
         LIBO Rate Advances is determined) having a term equal to such Interest
         Period.

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

                  "Extension Date" has the meaning specified in Section 2.18(b).

                  "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 Agent from three Federal funds brokers of
         recognized standing selected by it.

                  "Fixed Rate Advances" has the meaning specified in Section
         2.03(a)(i), which Advances shall be denominated in Dollars or in any
         Foreign Currency.

                  "Foreign Currency" means any Committed Currency and any other
         lawful currency (other than Dollars) that is freely transferable or
         convertible into Dollars.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guaranteed Obligations" has the meaning specified in Section
         7.01.

                  "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-


                                       9
<PAGE>

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

                  "Increase Date" has the meaning specified in Section 2.19(a).

                  "Increasing Lender" has the meaning specified in Section
         2.19(d).

                  "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 Eurocurrency Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurocurrency Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurocurrency 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, with respect to Eurocurrency Rate
         Advances, 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 one, two, three or six
         months, and subject to clause (c) of this definition, nine months, as
         the Borrower requesting such Borrowing may, upon notice received by the
         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
                  Eurocurrency Rate Advances comprising part of the same
                  Revolving Credit Borrowing or for LIBO Rate Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

                           (c) in the case of any such Revolving Credit
                  Borrowing, the Borrowers shall not be entitled to select an
                  Interest Period having duration of nine months unless, by 2:00
                  P.M. (New York City time) on the third Business Day prior to
                  the first day of such Interest Period, each Lender notifies
                  the Agent that such Lender will be providing funding for such
                  Revolving Credit Borrowing with such Interest Period (the
                  failure of any Lender to so respond by such time being deemed
                  for all purposes of this Agreement as an objection by such
                  Lender to the requested duration of such Interest Period);
                  provided that, if any or all of the Lenders object to the
                  requested duration of such Interest Period, the duration of
                  the Interest Period for such Revolving Credit Borrowing shall
                  be one, two, three or six months, as specified by the Borrower
                  requesting such Revolving Credit Borrowing in the applicable
                  Notice of Revolving Credit Borrowing as the desired
                  alternative to an Interest Period of nine months;

                           (d) 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

                           (e) 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


                                       10
<PAGE>

                  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, each Assuming Lender that
         shall become a party hereto pursuant to Section 2.18 or 2.19 and each
         Person that shall become a party hereto pursuant to Section 9.06 (a),
         (b) and (c) and, except when used in reference to a Revolving Credit
         Advance, a Revolving Credit Borrowing, a Revolving Credit Note, a
         Commitment or a related term, each Designated Bidder.

                  "Leverage Ratio" means the ratio of (a) Debt of the Company
         and its Consolidated Subsidiaries as of any date to (b) EBITDA of the
         Company and its Consolidated Subsidiaries for the four fiscal quarters
         ended on or immediately prior to such date.

                  "LIBO Rate" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to (a) in the case of any Competitive Bid
         Borrowing denominated in Dollars or any Foreign Currency other than
         Euros, the rate per annum (rounded upward 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 or the applicable Committed Currency at approximately 11:00
         A.M. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period or, if
         for any reason such rate is not available, and the Agent is unable to
         determine such rate in accordance with Section 2.08(f)(i), the average
         (rounded upward 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 or the applicable Foreign Currency is offered by
         the principal office of each of the Reference Banks in London, England
         to prime banks in the London interbank market at 11:00 A.M. (London
         time) two Business Days before the first day of such Interest Period in
         an amount substantially equal to the amount that would be the Reference
         Banks' respective ratable shares of such Borrowing if such Borrowing
         were to be a Revolving Credit Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period or (b)
         in the case of any Competitive Bid Borrowing denominated in Euros, the
         EURIBO Rate. If the Telerate Markets Page 3750 (or any successor page)
         is unavailable, and the Agent is unable to determine such rate in
         accordance with Section 2.08(f)(i), the LIBO Rate for any Interest
         Period for each LIBO Rate Advance comprising part of the same
         Competitive Bid Borrowing shall be determined by the Agent in
         accordance with the provisions of Section 2.08(f)(ii).

                  "LIBO Rate Advances" means a Competitive Bid Advance
         denominated in Dollars or in any Foreign Currency and bearing interest
         based on the LIBO Rate.

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

                  "Local Rate Advance" means a Competitive Bid Advance
         denominated in any Foreign Currency sourced from the jurisdiction of
         issuance of such Foreign Currency and bearing interest at a fixed rate.

                  "Material Adverse Change" means any material adverse change in
         the business, financial condition, results of operations or properties
         of the Company and its Restricted Subsidiaries taken as a whole.

                  "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


                                       11
<PAGE>

         rights and remedies of the 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 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 minus consolidated current
         liabilities of the Company and its Consolidated Subsidiaries determined
         in accordance with GAAP.

                  "Non-Consenting Lender" has the meaning specified in Section
         2.18(b).

                  "Note" means a Revolving Credit Note or a Competitive Bid
         Note.

                  "Notice of Competitive Bid Borrowing" has the meaning
         specified in Section 2.03(a).

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

                  "Payment Office" means, for any Foreign Currency, such office
         of Citibank as shall be from time to time selected by the Agent and
         notified by the Agent to the Borrowers and the Lenders.

                  "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.

                  "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, the Applicable Percentage and the Applicable Utilization Fee
         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, the Applicable Percentage and the Applicable Utilization Fee
         will be set in accordance with Level 6 under the definition of
         "Applicable Margin", "Applicable Percentage" or "Applicable Utilization
         Fee", 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


                                       12
<PAGE>

         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.

                  "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.

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

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

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

                  "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
         (based on the Equivalent in Dollars at such time) of the Revolving
         Credit 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 any Subsidiary (i) 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.

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

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


                                       13
<PAGE>

                  "Revolving Credit Borrowing Minimum" means, in respect of
         Revolving Credit Advances denominated in Dollars, $5,000,000, in
         respect of Revolving Credit Advances denominated in Sterling,
         (pound)5,000,000 and, in respect of Revolving Credit Advances
         denominated in Euros, (Euro)5,000,000 or, if less, in the case of any
         Revolving Credit Advance, the aggregate amount of the unused
         Commitments.

                  "Revolving Credit Borrowing Multiple" means, in respect of
         Revolving Credit Advances denominated in Dollars, $1,000,000 in respect
         of Revolving Credit Advances denominated in Sterling, (pound)1,000,000
         and, in respect of Revolving Credit Advances denominated in Euros,
         (Euro)1,000,000.

                  "Revolving Credit 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-1 hereto, evidencing the aggregate indebtedness of such Borrower to
         such Lender resulting from the Revolving Credit Advances made by such
         Lender to such Borrower.

                  "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.

                  "Sub-Agent" means Citibank International plc.

                  "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) September 15,
         2003, subject to the extension thereof pursuant to Section 2.18 and (b)
         the date of termination in whole of the Commitments pursuant to Section
         2.05 or 6.01; provided, however, that the Termination Date of any
         Lender that is a Non-Consenting Lender to any requested extension
         pursuant to Section 2.18 shall be the Termination Date in effect
         immediately prior to the applicable Extension Date for all purposes of
         this Agreement.

                  "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.


                                       14
<PAGE>

                  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 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 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 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 Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit 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 (based in respect of any Revolving Credit Advances to be
denominated in a Committed Currency by reference to the Equivalent thereof in
Dollars determined on the date of delivery of the applicable Notice of Revolving
Credit Borrowing) not to exceed at any time outstanding such Lender's Commitment
provided that the aggregate amount of the Commitments of the Lenders shall be
deemed used from time to time to the extent of the aggregate amount (based in
respect of any Competitive Bid Advance denominated in a Foreign Currency by
reference to the Equivalent thereof in Dollars at such time) of the Competitive
Bid Advances then outstanding and such deemed use of the aggregate amount of the
Commitments shall be allocated among the Lenders ratably according to their
respective Commitments (such deemed use of the aggregate amount of the
Commitments being a "Competitive Bid Reduction"). Each Revolving Credit
Borrowing shall be in an amount not less than the Revolving Credit Borrowing
Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall
consist of Revolving Credit Advances of the same Type and in the same currency
made on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender's Commitment, the Borrowers may
borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow
under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit 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 Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
or (z) 12:00 noon (New York City time) on the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base
Rate Advances, by any Borrower to the Agent (and, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances to be made in a
Committed Currency, simultaneously to the Sub-Agent), which shall give to each
Lender prompt notice thereof by telecopier or telex. Each such notice of a
Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing") shall be
by telephone, confirmed immediately in writing, or telecopier or telex in
substantially the form of Exhibit B-1 hereto, specifying therein the requested
(i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of
Eurocurrency Rate Advances, initial Interest Period and currency for each such
Revolving Credit Advance. Each Lender shall, before 1:00 P.M. (New York City
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit Borrowing consisting of Advances denominated in Dollars, and before 11:00
A.M. (London time) on the date of such Revolving Credit Borrowing, in the case
of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances
denominated in any Committed Currency, make available for the account of its
Applicable Lending


                                       15
<PAGE>

Office to the Agent at the applicable Agent's Account, in same day funds, such
Lender's ratable portion of such Revolving Credit Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
requesting such Revolving Credit Borrowing at the Agent's address referred to in
Section 9.02 or at the applicable Payment Office, as the case may be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than the Revolving Credit Borrowing Minimum or if the
obligation of the Lenders to make Eurocurrency Rate Advances shall then be
suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurocurrency Rate
Advances may not be outstanding as part of more than eight separate Revolving
Credit Borrowings.

                  (c) Each Notice of Revolving Credit Borrowing of any Borrower
shall be irrevocable and binding on such Borrower. In the case of any Revolving
Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies
is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such
Revolving Credit 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 Revolving Credit
Borrowing for such Revolving Credit 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 Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

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

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

                  SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that any Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
(based in respect of any Advance denominated in a Foreign Currency on the
Equivalent in Dollars at the time such Competitive Bid Borrowing is requested)
shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction).

                  (i) Any Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent (and, in the case of a
         Competitive Bid Borrowing not consisting of Fixed Rate


                                       16
<PAGE>

         Advances or LIBO Rate Advances to be denominated in Dollars,
         simultaneously to the Sub-Agent), by telecopier or telex, a notice of a
         Competitive Bid Borrowing (a "Notice of Competitive Bid Borrowing"), in
         substantially the form of Exhibit B-2 hereto, specifying therein the
         requested (A) date of such proposed Competitive Bid Borrowing, (B)
         aggregate amount of such proposed Competitive Bid Borrowing, (C)
         interest rate basis and day count convention to be offered by the
         Lenders, (D) currency of such proposed Competitive Bid Borrowing, (E)
         in the case of a Competitive Bid Borrowing consisting of LIBO Rate
         Advances, Interest Period, or in the case of a Competitive Bid
         Borrowing consisting of Fixed Rate Advances or Local Rate Advances,
         maturity date for repayment of each Fixed Rate Advance or Local Rate
         Advance to be made as part of such Competitive Bid Borrowing (which
         maturity date may not be earlier than the date occurring seven days
         after the date of such Competitive Bid Borrowing or later than the
         earlier of (I) 180 days after the date of such Competitive Bid
         Borrowing and (II) the Termination Date), (F) interest payment date or
         dates relating thereto, (G) location of such Borrower's account to
         which funds are to be advanced and (H) other terms (if any) to be
         applicable to such Competitive Bid Borrowing, not later than (w) 10:00
         A.M. (New York City time) at least two Business Days prior to the date
         of the proposed Competitive Bid Borrowing, if such Borrower shall
         specify in the Notice of Competitive Bid Borrowing that the rates of
         interest to be offered by the Lenders shall be fixed rates per annum
         (the Advances comprising any such Competitive Bid Borrowing being
         referred to herein as "Fixed Rate Advances") and that the Advances
         comprising such proposed Competitive Bid Borrowing shall be denominated
         in Dollars, (x) 10:00 A.M. (New York City time) at least four Business
         Days prior to the date of the proposed Competitive Bid Borrowing, if
         such Borrower shall specify in the Notice of Competitive Bid Borrowing
         that the Advances comprising such Competitive Bid Borrowing shall be
         LIBO Rate Advances denominated in Dollars, (y) 10:00 A.M. (London time)
         at least two Business Days prior to the date of the proposed
         Competitive Bid Borrowing, if such Borrower shall specify in the Notice
         of Competitive Bid Borrowing that the Advances comprising such proposed
         Competitive Bid Borrowing shall be either Fixed Rate Advances
         denominated in any Foreign Currency or Local Rate Advances denominated
         in any Foreign Currency and (z) 10:00 A.M. (London time) at least four
         Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if such Borrower shall instead specify in the Notice of
         Competitive Bid Borrowing that the Advances comprising such Competitive
         Bid Borrowing shall be LIBO Rate Advances denominated in any Foreign
         Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable
         and binding on such Borrower. The Agent or the Sub-Agent, as the case
         may be, shall in turn promptly notify each Lender of each request for a
         Competitive Bid Borrowing received by it from such Borrower by sending
         such Lender a copy of the related Notice of Competitive Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower proposing the Competitive Bid Borrowing as part of such
         proposed Competitive Bid Borrowing at a rate or rates of interest
         specified by such Lender in its sole discretion, by notifying the Agent
         or the Sub-Agent, as the case may be (which shall give prompt notice
         thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on
         the date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars, (B) before 10:00 A.M. (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         denominated in Dollars, (C) before 12:00 noon (London time) on the
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         either Fixed Rate Advances denominated in any Foreign Currency or Local
         Rate Advances denominated in any Foreign Currency and (D) before 12:00
         noon (London time) on the third Business Day prior to the date of such
         proposed Competitive Bid Borrowing, in the case of a Competitive Bid
         Borrowing consisting of LIBO Rate Advances denominated in any Foreign
         Currency, of the minimum amount and maximum amount of each Competitive
         Bid Advance which such Lender would be willing to make as part of
         Borrowing (which amounts or the Equivalent thereof in Dollars, as the
         case may be, of such proposed Competitive Bid may, subject to the
         proviso to the first sentence of this Section 2.03(a), exceed such
         Lender's Commitment, if any), the rate or rates of interest therefor
         and such Lender's Applicable Lending Office with respect to such
         Competitive Bid Advance; provided that if the Agent in its capacity as
         a Lender shall, in its sole discretion, elect to make any such offer,
         it shall notify such Borrower of such offer at least 30 minutes before
         the time and on the date on which notice of such


                                       17
<PAGE>

         election is to be given to the Agent or to the Sub-Agent, as the case
         may be, by the other Lenders; provided further that, notwithstanding
         the foregoing, no Lender shall make an offer to make Competitive Bid
         Advances pursuant to this Section if the making of such Competitive Bid
         Advance would result in an obligation by any Borrower to reimburse or
         otherwise compensate such Lender for any withholding or other tax
         pursuant to Section 2.14 or otherwise reimburse, compensate or
         indemnify such Lender for any increased costs pursuant to Section 2.11
         or otherwise. If any Lender shall elect not to make such an offer, such
         Lender shall so notify the Agent before 10:00 A.M. (New York City time)
         or the Sub-Agent before 12:00 noon (London time) on the date on which
         notice of such election is to be given to the Agent or to the
         Sub-Agent, as the case may be, by the other Lenders, and such Lender
         shall not be obligated to, and shall not, make any Competitive Bid
         Advance as part of such Competitive Bid Borrowing; provided that the
         failure by any Lender to give such notice shall not cause such Lender
         to be obligated to make any Competitive Bid Advance as part of such
         proposed Competitive Bid Borrowing.

                  (iii) The Borrower proposing the Competitive Bid Borrowing
         shall, in turn, (A) before 10:30 A.M. (New York City time) on the date
         of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars, (B) before 11:00 A.M. (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
         denominated in Dollars, (C) before 3:00 P.M. (London time) on the
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         either Fixed Rate Advances denominated in any Foreign Currency or Local
         Rate Advances denominated in any Foreign Currency and (D) before 3:00
         P.M. (London time) on the third Business Day prior to the date of such
         Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing
         consisting of LIBO Rate Advances denominated in any Foreign Currency,
         either:

                           (x) cancel such Competitive Bid Borrowing by giving
                  the Agent notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Agent or to the
                  Sub-Agent, as the case may be, of the amount of each
                  Competitive Bid Advance (which amount shall be equal to or
                  greater than the minimum amount, and equal to or less than the
                  maximum amount, notified to such Borrower by the Agent or the
                  Sub-Agent, as the case may be, on behalf of such Lender for
                  such Competitive Bid Advance pursuant to paragraph (ii) above)
                  to be made by each Lender as part of such Competitive Bid
                  Borrowing, and reject any remaining offers made by Lenders
                  pursuant to paragraph (ii) above by giving the Agent or the
                  Sub-Agent, as the case may be, notice to that effect. Such
                  Borrower shall accept the offers made by any Lender or Lenders
                  to make Competitive Bid Advances in order of the lowest to the
                  highest rates of interest offered by such Lenders. If two or
                  more Lenders have offered the same interest rate, the amount
                  to be borrowed at such interest rate will be allocated among
                  such Lenders in proportion to the amount that each such Lender
                  offered at such interest rate.

                  (iv) If the Borrower proposing the Competitive Bid Borrowing
         notifies the Agent or the Sub-Agent, as the case may be, that such
         Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
         above, the Agent or the Sub-Agent, as the case may be, shall give
         prompt notice thereof to the Lenders and such Competitive Bid Borrowing
         shall not be made.

                  (v) If the Borrower proposing the Competitive Bid Borrowing
         accepts one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as
         the case may be, shall in turn promptly notify (A) each Lender that has
         made an offer as described in paragraph (ii) above, of the date and
         aggregate amount of such Competitive Bid Borrowing and whether or not
         any offer or offers made by such Lender pursuant to paragraph (ii)
         above have been accepted by such Borrower, (B) each Lender that is to
         make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, of the amount of each Competitive Bid Advance to be made by
         such Lender as part of such


                                       18
<PAGE>

         Competitive Bid Borrowing, and (C) each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
         receipt, that the Agent or the Sub-Agent, as the case may be, has
         received forms of documents appearing to fulfill the applicable
         conditions set forth in Article III. Each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing
         shall, before 12:00 noon (New York City time), in the case of
         Competitive Bid Advances to be denominated in Dollars or 11:00 A.M.
         (London time), in the case of Competitive Bid Advances to be
         denominated in any Foreign Currency, on the date of such Competitive
         Bid Borrowing specified in the notice received from the Agent or the
         Sub-Agent, as the case may be, pursuant to clause (A) of the preceding
         sentence or any later time when such Lender shall have received notice
         from the Agent or the Sub-Agent, as the case may be pursuant to clause
         (C) of the preceding sentence, make available for the account of its
         Applicable Lending Office to the Agent (x) in the case of a Competitive
         Bid Borrowing denominated in Dollars, at its address referred to in
         Section 8.02, in same day funds, such Lender's portion of such
         Competitive Bid Borrowing in Dollars and (y) in the case of a
         Competitive Bid Borrowing in a Foreign Currency, at the Payment Office
         for such Foreign Currency as shall have been notified by the Agent to
         the Lenders prior thereto, in same day funds, such Lender's portion of
         such Competitive Bid Borrowing in such Foreign Currency. Upon
         fulfillment of the applicable conditions set forth in Article III and
         after receipt by the Agent of such funds, the Agent will make such
         funds available to such Borrower at the location specified by such
         Borrower in its Notice of Competitive Bid Borrowing. Promptly after
         each Competitive Bid Borrowing the Agent will notify each Lender of the
         amount of the Competitive Bid Borrowing, the consequent Competitive Bid
         Reduction and the dates upon which such Competitive Bid Reduction
         commenced and will terminate.

                  (vi) If the Borrower proposing the Competitive Bid Borrowing
         notifies the Agent or the Sub-Agent, as the case may be, that it
         accepts one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, such notice of acceptance shall
         be irrevocable and binding on such Borrower. Such Borrower 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 the related Notice of Competitive Bid
         Borrowing for such Competitive Bid 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 Competitive Bid Advance to be made
         by such Lender as part of such Competitive Bid Borrowing when such
         Competitive Bid Advance, as a result of such failure, is not made on
         such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $5,000,000 (or the Equivalent thereof in any Foreign Currency,
determined as of the time of the applicable Notice of Competitive Bid Borrowing)
or an integral multiple of $1,000,000 (or the Equivalent thereof in any Foreign
Currency, determined as of the time of the applicable Notice of Competitive Bid
Borrowing) in excess thereof and, following the making of each Competitive Bid
Borrowing, the Borrower that has borrowed such Competitive Bid Borrowing shall
be in compliance with the limitation set forth in the proviso to the first
sentence of subsection (a) above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, any Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) The Borrower that has borrowed through a Competitive Bid
Borrowing shall repay to the Agent for the account of each Lender that has made
a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance
made to such Borrower (such maturity date being that specified by such Borrower
for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance. Such Borrower
shall have no right to prepay any principal amount of any Competitive Bid
Advance unless, and then only on the terms, specified by such Borrower for such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Note evidencing such Competitive Bid Advance.


                                       19
<PAGE>

                  (e) The Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance made to such Borrower from the date of such Competitive Bid Advance
to the date the principal amount of such Competitive Bid Advance is repaid in
full, at the rate of interest for such Competitive Bid Advance specified by the
Lender making such Competitive Bid Advance in its notice with respect thereto
delivered pursuant to subsection (a)(ii) above, payable on the interest payment
date or dates specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above, as provided in the Competitive Bid Note evidencing such
Competitive Bid Advance. Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a), at the option of the Lender that made
any Competitive Bid Advance, such Borrower shall pay interest on the amount of
unpaid principal of and interest on each Competitive Bid Advance owing to a
Lender, payable in arrears on the date or dates interest is payable thereon, at
a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Competitive Bid Advance under the terms of the
Competitive Bid Note evidencing such Competitive Bid Advance unless otherwise
agreed in such Competitive Bid Note.

                  (f) The indebtedness of any Borrower resulting from each
Competitive Bid Advance made to such Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of such Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to
pay to the Agent for the account of each Lender (other than the Designated
Bidders) a facility fee on the aggregate amount of such Lender's Commitment in
effect from time to time from the date hereof 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 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) Utilization Fee. The Company agrees to pay to the Agent
for the account of each Lender (other than the Designated Bidders) a utilization
facility fee on the aggregate daily amount of Revolving Credit Advances
outstanding from time to time at a rate per annum equal to the Applicable
Utilization Fee 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 Termination Date. The Agent agrees to use reasonable efforts to invoice the
Utilization Fee for each quarter five Business Days prior to the last day of
such quarter.

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

                  SECTION 2.05. Termination or Reduction of the Commitments. The
Company shall have the right, upon at least three Business Days' notice to the
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 and provided further that the aggregate
amount of the Commitments of the Lenders shall not be reduced to an amount that
is less than the aggregate principal amount of the Competitive Bid Advances
denominated in Dollars then outstanding plus the Equivalent in Dollars
(determined as of the date of the notice of prepayment) of the aggregate
principal amount of the Competitive Bid Advances denominated in Foreign
Currencies then outstanding.

                  SECTION 2.06. Repayment of Revolving Credit Advances. Each
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
made to such Borrower then outstanding.

                  SECTION 2.07. Interest on Revolving Credit Advances. (a)
Scheduled Interest. Each Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing by such Borrower to each Lender
from the date of such Revolving Credit Advance until such principal amount shall
be paid in full, at the following rates per annum:


                                       20
<PAGE>

                  (i) Base Rate Advances. During such periods as such Revolving
         Credit 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) Eurocurrency Rate Advances. During such periods as such
         Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per
         annum equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurocurrency Rate for such
         Interest Period for such Revolving Credit 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 Eurocurrency 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 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
Revolving Credit 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 Revolving Credit 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 Agent.

                  SECTION 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Agent for the
purpose of determining any such interest rate, the Agent shall determine such
interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Company and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).

                  (b) If, with respect to any Eurocurrency Rate Advances, the
Required Lenders notify the 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 Revolving Credit Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency 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 Eurocurrency Rate Advances
for such Interest Period, the 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, (1) if such Eurocurrency Rate
Advances are denominated in Dollars, either (x) prepay such Advances or (y)
Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate
Advances are denominated in any Committed Currency, either (x) prepay such
Advances or (y) exchange such Advances into an Equivalent amount of Dollars and
Convert such Advances into Base Rate Advances and (B) the obligation of the
Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate
Advances shall be suspended until the Agent shall notify the Borrowers and the
Lenders that the circumstances causing such suspension no longer exist; provided
that, if the circumstances set forth in clause (ii) above are applicable, the
applicable Borrower may elect, by notice to the Agent and the Lenders, to
continue such Advances in such Committed Currency for Interest Periods of not
longer than one month, which Advances shall thereafter bear interest at a rate
per annum equal to the Applicable Margin plus, for each Lender, the cost to such
Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances
by whatever means it reasonably determines to be appropriate. Each Lender shall
certify its cost of funds for each Interest Period to the 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).


                                       21
<PAGE>

                  (c) If any Borrower shall fail to select the duration of any
Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
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, (i) if such Eurocurrency Rate Advances are denominated in Dollars,
Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are
denominated in a Committed Currency, be exchanged for an Equivalent amount of
Dollars and Convert into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Revolving Credit 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 Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted
into Base Rate Advances and (B) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, be exchanged for an Equivalent amount of
Dollars and be Converted into Base Rate Advances and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall
be suspended; provided that the applicable Borrower may elect, by notice to the
Agent and the Lenders within one Business Day of such Event of Default, to
continue such Advances in such Committed Currency, whereupon the Agent may
require that each Interest Period relating to such Eurocurrency Rate Advances
shall bear interest at the Overnight Eurocurrency Rate for a period of three
Business Days and thereafter, each such Interest Period shall have a duration of
not longer than one month. "Overnight Eurocurrency Rate" means the rate per
annum applicable to an overnight period beginning on one Business Day and ending
on the next Business Day equal to the sum of 1%, the Applicable Interest Rate
Margin and the average, rounded upward to the nearest whole multiple of 1/100 of
1%, if such average is not such a multiple, of the respective rates per annum
quoted by each Reference Bank to the Agent on request as the rate at which it is
offering overnight deposits in the relevant currency in amounts comparable to
such Reference Bank's Eurocurrency Rate Advances.

                  (f) (i) If Telerate Markets Page 3750 is unavailable, the
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 Agent;

                  (ii) if, notwithstanding the foregoing, the Agent is unable to
determine the Eurocurrency Rate or LIBO Rate, then,

                  (A) the Agent shall forthwith notify the applicable Borrower
         and the Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

                  (B) with respect to Eurocurrency Rate Advances, each such
         Advance will automatically, on the last day of the then existing
         Interest Period therefor, (1) if such Eurocurrency Rate Advance is
         denominated in Dollars, Convert into a Base Rate Advance and (2) if
         such Eurocurrency Rate Advance is denominated in any Committed
         Currency, be prepaid by the applicable Borrower or be automatically
         exchanged for an Equivalent amount of Dollars and be Converted into a
         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 Eurocurrency Rate
         Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
         into Eurocurrency Rate Advances shall be suspended until the Agent
         shall notify the Borrowers and the Lenders that the circumstances
         causing such suspension no longer exist.

                  SECTION 2.09. Optional Conversion of Revolving Credit
Advances. The Company may on any Business Day, upon notice given to the 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
2.08 and 2.12,


                                       22
<PAGE>

Convert all Revolving Credit Advances denominated in Dollars of one Type
comprising the same Borrowing into Revolving Credit Advances denominated in
Dollars of the other Type; provided, however, that any Conversion of
Eurocurrency Rate Advances into Base Rate Advances shall be made only on the
last day of an Interest Period for such Eurocurrency Rate Advances, any
Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an
amount not less than the minimum amount specified in Section 2.02(b) and no
Conversion of any Revolving Credit Advances shall result in more separate
Revolving Credit 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 Dollar denominated Revolving Credit
Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate
Advances, the duration of the initial Interest Period for each such Advance.
Each notice of Conversion shall be irrevocable and binding on the Borrower
requesting such Conversion.

                  SECTION 2.10. Prepayments of Revolving Credit Advances. (a)
Optional. Each Borrower may, upon notice at least three Business Days prior to
the date of such prepayment, in the case of Eurocurrency 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 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 Revolving Credit
Advances comprising part of the same Revolving Credit 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
Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in
excess thereof and (y) in the event of any such prepayment of a Eurocurrency
Rate Advance, the applicable Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).

                  (b) Mandatory. (i) If, on any date, the Agent notifies the
Company that, on any interest payment date, the sum of (A) the aggregate
principal amount of all Advances denominated in Dollars then outstanding plus
(B) the Equivalent in Dollars (determined on the third Business Day prior to
such interest payment date) of the aggregate principal amount of all Advances
denominated in Foreign Currencies then outstanding exceeds 105% of the aggregate
Commitments of the Lenders on such date, the Company and, if applicable, each
other Borrower shall, as soon as practicable and in any event within two
Business Days after receipt of such notice, prepay the outstanding principal
amount of any Advances owing by the Borrowers in an aggregate amount sufficient
to reduce such sum to an amount not to exceed 100% of the aggregate Commitments
of the Lenders on such date together with any interest accrued to the date of
such prepayment on the aggregate principal amount of Advances prepaid; The Agent
shall give prompt notice of any prepayment required under this Section 2.10(b)
to the Company and the Lenders, and shall provide prompt notice to the Company
and each other Borrower of any such notice of required prepayment received by it
from any Lender.

                  (ii) 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 Agent, acting at the direction of the Required Lenders, made any time within
thirty days after receipt by the Agent of the Change in Control Notice, the
Company and, 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 Revolving Credit Advances and
Competitive Bid 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 2.05 hereof.

                  (iii) Each prepayment made pursuant to this Section 2.10(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance, a LIBO Rate Advance or a Local 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). The Agent shall give
prompt notice of any prepayment required under this Section 2.10(b) to the
Borrowers and the Lenders.

                  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


                                       23
<PAGE>

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 Eurocurrency Rate Advances or LIBO 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 Company shall from time to time,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the
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 Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

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

                  (c) If, at any time, the Eurocurrency 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
Eurocurrency Rate Advance or LIBO 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 applicable Borrower 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 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 Agent) of the
existence of any event that will likely require the payment by any Borrower 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 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 Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances or LIBO Rate Advances
in Dollars or any Committed Currency or LIBO Rate Advances in Dollars or any
Foreign Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or
any Committed Currency or LIBO Rate Advances in Dollars or any Foreign Currency
hereunder, (a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the


                                       24
<PAGE>

case may be, will automatically, upon such demand, Convert into a Base Rate
Advance or an Advance that bears interest at the rate set forth in Section
2.07(a)(i), as the case may be, (i) if such Eurocurrency Rate Advance or LIBO
Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance or
an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as
the case may be, and (ii) if such Eurocurrency Rate Advance or LIBO Rate Advance
is denominated in any Foreign Currency, be exchanged into an Equivalent amount
of Dollars and be Converted into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.07(a)(i), as the case may be, and
(b) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO
Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate
Advances shall be suspended until the 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 Eurocurrency Lending Office if the making
of such a designation would allow such Lender or its Eurocurrency Lending Office
to continue to perform its obligations to make Eurocurrency Rate Advances or to
continue to fund or maintain Eurocurrency 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 denominated in Dollars, not later than 11:00 A.M. (New
York City time) on the day when due in Dollars to the Agent at the applicable
Agent's Account in same day funds. Each Borrower shall make each payment,
irrespective of any right of counterclaim or set-off hereunder with respect to
principal of, interest on, and other amounts relating to, Advances denominated
in a Foreign Currency, not later than 11:00 A.M. (at the Payment Office for such
Foreign Currency) on the day when due in such Foreign Currency to the Agent, by
deposit of such funds to the applicable Agent's Account in same day funds. The
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, 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 any Assuming Lender becoming a
Lender hereunder as a result of an extension of the Termination Date pursuant to
Section 2.18 or a Commitment Increase pursuant to Section 2.19, and upon the
Agent's receipt of such Lender's Assumption Agreement and recording of the
information contained therein in the Register, from and after the applicable
Extension Date or Increase Date, as the case may be, the Agent shall make all
payments hereunder and under any Notes issued in connection therewith in respect
of the interest assumed thereby to the Assuming Lender. 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 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 Agent on the basis of a year of 365 or 366 days, as the case may be, all
computations of interest based on the Eurocurrency 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 Agent on the basis
of a year of 360 days and computations in respect of Competitive Bid Advances
shall be made by the Agent or the Sub-Agent, as the case may be, as specified in
the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances
denominated in Foreign Currencies where market practice differs, in accordance
with market practice), 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 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


                                       25
<PAGE>

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 Eurocurrency Rate Advances or
LIBO 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 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 Agent may assume that
such Borrower has made such payment in full to the Agent on such date and the
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 Agent, each Lender shall repay to the 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 Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Foreign
Currencies.

                  (f) To the extent that the 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 Agent to distribute funds to the Lenders in accordance
with the terms of this Section 2.13, the Agent shall be entitled to convert or
exchange such funds into Dollars or into a Foreign Currency or from Dollars to a
Foreign Currency or from a Foreign Currency to Dollars, as the case may be, to
the extent necessary to enable the 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 Agent shall not be liable or responsible for any
loss, cost or expense suffered by any Borrower 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 Agent to effect any such conversion or
exchange; and provided further that the Company agrees to indemnify the Agent
and each Lender, and hold the Agent and each Lender harmless, for any and all
reasonable losses, costs and expenses incurred by the 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 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 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 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 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 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 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


                                       26
<PAGE>

by any jurisdiction on amounts payable under this Section 2.14) imposed on or
paid by such Lender or the 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 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 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 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
Assumption Agreement or 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 each of the 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 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 Eurocurrency 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 Credit 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.


                                       27
<PAGE>

                  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 Revolving Credit 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 Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit 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 Revolving
Credit Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. Each Borrower agrees that
upon notice by any Lender to such Borrower (with a copy of such notice to the
Agent) to the effect that a Revolving Credit Note is required or appropriate in
order for such Lender to evidence (whether for purposes of pledge, enforcement
or otherwise) the Revolving Credit Advances owing to, or to be made by, such
Lender, such Borrower shall promptly execute and deliver to such Lender a
Revolving Credit 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 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 Assumption Agreement and 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 Agent from each Borrower
hereunder and each Lender's share thereof.

                  (c) Entries made in good faith by the 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 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 for general corporate purposes of the Company and its Subsidiaries.

                  SECTION 2.18. Extension of Termination Date. (a) At least 30
days but not more than 45 days prior to the Termination Date, the Company, by
written notice to the Agent, may request an extension of the Termination Date in
effect at such time by 364 days from its then scheduled expiration. The Agent
shall promptly notify each Lender of such request, and each Lender shall in
turn, in its sole discretion, not later than 20 days prior to the Termination
Date, notify the Company and the Agent in writing as to whether such Lender will
consent to such extension. If any Lender shall fail to notify the Agent and the
Company in writing of its consent to any such request for extension of the
Termination Date at least 20 days prior to the Termination Date, such Lender
shall be deemed to be a Non-Consenting Lender with respect to such request. The
Agent shall notify the Company not later than 15 days prior to the Termination
Date of the decision of the Lenders regarding the Company's request for an
extension of the Termination Date.


                                       28
<PAGE>

                  (b) If all the Lenders consent in writing to any such request
in accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the Termination Date (the "Extension
Date"), be extended for 364 days; provided that on each Extension Date the
applicable conditions set forth in Article III shall be satisfied. If less than
all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.18, the Termination Date in effect at such time
shall, effective as at the applicable Extension Date and subject to subsection
(d) of this Section 2.18, be extended as to those Lenders that so consented
(each a "Consenting Lender") but shall not be extended as to any other Lender
(each a "Non-Consenting Lender"). To the extent that the Termination Date is not
extended as to any Lender pursuant to this Section 2.18 and the Commitment of
such Lender is not assumed in accordance with subsection (c) of this Section
2.18 on or prior to the applicable Extension Date, the Commitment of such
Non-Consenting Lender shall automatically terminate in whole on such unextended
Termination Date without any further notice or other action by the Company, such
Lender or any other Person; provided that such Non-Consenting Lender's rights
under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05,
shall survive the Termination Date for such Lender as to matters occurring prior
to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by the Company for any
requested extension of the Termination Date.

                  (c) If less than all of the Lenders consent to any such
request pursuant to subsection (a) of this Section 2.18, the Agent shall
promptly so notify the Consenting Lenders, and each Consenting Lender may, in
its sole discretion, give written notice to the Agent not later than 10 days
prior to the Termination Date of the amount of the Non-Consenting Lenders'
Commitments for which it is willing to accept an assignment. If the Consenting
Lenders notify the Agent that they are willing to accept assignments of
Commitments in an aggregate amount that exceeds the amount of the Commitments of
the Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are
agreed between the Company and the Agent. If after giving effect to the
assignments of Commitments described above there remains any Commitments of
Non-Consenting Lenders, the Company may arrange for one or more Consenting
Lenders or other Eligible Assignees (each such Eligible Assignee and each bank
or other entity that agrees to a Commitment Increase in accordance with Section
2.19(d), an "Assuming Lender") ") to assume, effective as of the Extension Date,
any Non-Consenting Lender's Commitment and all of the obligations of such
Non-Consenting Lender under this Agreement thereafter arising, without recourse
to or warranty by, or expense to, such Non-Consenting Lender; provided, however,
that the amount of the Commitment of any such Assuming Lender as a result of
such substitution shall in no event be less than $10,000,000 unless the amount
of the Commitment of such Non-Consenting Lender is less than $10,000,000, in
which case such Assuming Lender shall assume all of such lesser amount; and
provided further that:

                  (i) any such Consenting Lender or Assuming Lender shall have
         paid to such Non-Consenting Lender (A) the aggregate principal amount
         of, and any interest accrued and unpaid to the effective date of the
         assignment on, the outstanding Advances, if any, of such Non-Consenting
         Lender plus (B) any accrued but unpaid facility fees owing to such
         Non-Consenting Lender as of the effective date of such assignment;

                  (ii) all additional costs reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and

                  (iii) with respect to any such Assuming Lender, the applicable
         processing and recordation fee required under Section 9.06(a) for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Agent an agreement in form
and substance satisfactory to the Company and the Agent (an "Assumption
Agreement"), duly executed by such Assuming Lender, the Company and the Agent,
(B) any such Consenting Lender shall have delivered confirmation in writing
satisfactory to the Company and the Agent as to the increase in the amount of
its Commitment and (C) each Non-Consenting Lender being replaced pursuant to
this


                                       29
<PAGE>

Section 2.18 shall have delivered to the Agent any Note or Notes held by such
Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to
in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such
Consenting Lender or Assuming Lender, as of the Extension Date, will be
substituted for such Non-Consenting Lender under this Agreement and shall be a
Lender for all purposes of this Agreement, without any further acknowledgment by
or the consent of the other Lenders, and the obligations of each such
Non-Consenting Lender hereunder shall, by the provisions hereof, be released and
discharged.

                  (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.18) Lenders having Commitments
equal to at least 50% of the Commitments in effect immediately prior to the
Extension Date consent in writing to a requested extension (whether by execution
or delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Agent shall so notify the Company, and,
subject to the satisfaction of the applicable conditions in Article III, the
Termination Date then in effect shall be extended for the additional 364-day
period as described in subsection (a) of this Section 2.18, and all references
in this Agreement, and in the Notes, if any, to the "Termination Date" shall,
with respect to each Consenting Lender and each Assuming Lender for such
Extension Date, refer to the Termination Date as so extended. Promptly following
each Extension Date, the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) of the extension of the scheduled Termination
Date in effect immediately prior thereto and shall thereupon record in the
Register the relevant information with respect to each such Consenting Lender
and each such Assuming Lender.

                  SECTION 2.19. Increase in the Aggregate Commitments. (a) The
Company may, at any time but in any event not more than once in any calendar
year prior to the Termination Date, by notice to the Agent, request that the
aggregate amount of the Commitment be increased by an amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof (each a "Commitment
Increase") to be effective as of a date that is at least 90 days prior to the
scheduled Termination Date then in effect (the "Increase Date") as specified in
the related notice to the Agent; provided, however that (i) in no event shall
the aggregate amount of the Commitments at any time exceed $350,000,000 and (ii)
on the date of any request by the Company for a Commitment Increase and on the
related Increase Date, the applicable conditions set forth in Article III shall
be satisfied.

                  (b) The Agent shall promptly notify such banks and other
entities as the Company may designate of a request by the Company for a
Commitment Increase, which notice shall include (i) the proposed amount of such
requested Commitment Increase, (ii) the proposed Increase Date and (iii) the
date by which such banks and other entities wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective
Commitments (the "Commitment Date"). The requested Commitment Increase shall be
allocated among the banks and other entities willing to participate therein in
such amounts as are agreed between the Company and the Agent.

                  (c) Promptly following each Commitment Date, the Agent shall
notify the Company as to the amount, if any, by which the banks and other
entities are willing to participate in the requested Commitment Increase;
provided, however, that the Commitment of each such Eligible Assignee shall be
in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof.

                  (d) On each Increase Date, each Assuming Lender that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.19(b) shall become a Lender party to this Agreement as of such
Increase Date and the Commitment of each bank and other entity that prior to
such date is a Lender and accepts an offer to participate in such requested
Commitment Increase (an "Increasing Lender") shall be so increased by such
amount (or by the amount allocated to such Lender pursuant to the last sentence
of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent
shall have received on or before such Increase Date the following, each dated
such date:

                  (i) (A) certified copies of resolutions of the Board of
         Directors of the Company or the Executive Committee of such Board
         approving the Commitment Increase and the corresponding modifications
         to this Agreement and (B) an opinion of counsel for the Company (which
         may be in-house counsel), in substantially the form of Exhibit F
         hereto;


                                       30
<PAGE>

                  (ii) an Assumption Agreement from each Assuming Lender, if
         any, duly executed by such Eligible Assignee, the Agent and the
         Company; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Commitment in a writing satisfactory to the
         Company and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in Article
III and in the immediately preceding sentence of this Section 2.19(d), the Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Company, on or before 1:00 P.M. (New York City time), by telecopier or
telex, of the occurrence of the Commitment Increase to be effected on such
Increase Date and shall record in the Register the relevant information with
respect to each Increasing Lender and each Assuming Lender on such date.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03. Sections 2.01 and 2.03 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) Except for matters disclosed in the Company's SEC Reports
         or except as otherwise disclosed to the Agent and the Lenders in
         writing prior to the Effective Date, there shall have occurred no
         Material Adverse Change since December 31, 2001.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Company or any of its
         Subsidiaries 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 Agent and the Lenders
         in writing prior to the Effective Date or (ii) purports to affect the
         legality, validity or enforceability of this Agreement or any Note or
         the consummation of the transactions contemplated hereby.

                  (c) 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.

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

                  (e) The Company shall have paid all accrued fees and expenses
         of the Agent and the Lenders.

                  (f) On the Effective Date, the following statements shall be
         true and the 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.


                                       31
<PAGE>

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

                           (i) The Revolving Credit 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 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 F-1 and
                  F-2 hereto, respectively, and as to such other matters as any
                  Lender through the Agent may reasonably request.

                           (v) A favorable opinion of Shearman & Sterling,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                  (h) The Company shall have given notice to terminate the
         commitments and, given irrevocable notice to prepay in full all
         Indebtedness, interest, fees and other amounts outstanding, under the
         364-Day Credit Agreement dated as of December 27, 2001 among the
         Borrower and certain subsidiaries, the lenders parties thereto and
         Citibank, as administrative agent, and each of the Lenders that is a
         party to the foregoing credit facility hereby waives, upon the
         execution of this Agreement, any requirement of prior notice relating
         to the termination of the commitments thereunder.

                  SECTION 3.02. 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 Agent's receipt on or before the date of such initial
Borrowing of each of the following, in form and substance satisfactory to the
Agent and dated such date:

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

                  (b) The Revolving Credit 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


                                       32
<PAGE>

         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 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) Such other documents, opinions and other information as
         any Lender, through the Agent, may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Revolving Credit
Borrowing, Extension Date and Commitment Increase. The obligation of each Lender
to make a Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing, each extension of Commitments pursuant to Section 2.18 and each
Commitment Increase pursuant to Section 2.19 shall be subject to the conditions
precedent that the Effective Date shall have occurred and on the date of such
Revolving Credit Borrowing, the applicable Extension Date or the applicable
Increase Date the following statements shall be true (and each of the giving of
the applicable Notice of Revolving Credit Borrowing, request for Commitment
Extension, request for Commitment Increase and the acceptance by Borrower
requesting such Revolving Credit Borrowing of the proceeds of such Revolving
Credit Borrowing shall constitute a representation and warranty by such Borrower
that on the date of such Borrowing, such Extension Date or such Increase Date
such statements are true):

                  (a) the representations and warranties contained in Section
         4.01 (except, in the case of Revolving Credit Borrowings, the
         representations set forth in subsection (c)(ii) thereof and in
         subsection (d)(i) thereof) (and, if such Revolving Credit 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 Revolving Credit
         Borrowing, such Extension Date or such Commitment Increase 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 Revolving Credit Borrowing, such Extension Date or such
         Increase Date or from the application of the proceeds therefrom, that
         constitutes a Default.

                  SECTION 3.04. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower requesting such Competitive Bid Borrowing of the
proceeds of such Competitive Bid Borrowing shall constitute a representation and
warranty by such Borrower that on the date of such Competitive Bid 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 Competitive Bid
         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


                                       33
<PAGE>

         subsection (i) of paragraph 5 thereof) are correct on and as of the
         date of such Competitive Bid Borrowing (except to the extent that any
         expressly relate to any earlier date), before and after giving effect
         to such Competitive Bid 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 Competitive Bid Borrowing or from the application of the
         proceeds therefrom, that constitutes a Default.

                  SECTION 3.05. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, 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 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, specifying
its objection thereto. The 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
         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.


                                       34
<PAGE>

                           (ii) Except as disclosed in the Company's most recent
                  Form 10Q or Form 10K as filed with the Securities and Exchange
                  Commission or except as otherwise disclosed to the 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 or any Subsidiary 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
         10Q or Form 10K as filed with the Securities and Exchange Commission or
         except as otherwise disclosed in writing to the Agent and the Lenders
         prior to the Effective Date 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) 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.


                                       35
<PAGE>

                  (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.

                                    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


                                       36
<PAGE>

         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 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) minus (iii) up to $285,000,000 of non-cash
         charges taken through Other Comprehensive Income in accordance with
         GAAP in 2002 related to potential underfunding of the Company's defined
         benefit pension plans plus (iv) up to $285,000,000 of any reversals
         recorded through Other Comprehensive Income in accordance with GAAP in
         2003 and/or any subsequent years of non-cash charges actually taken in
         2002 pursuant to clause (iii) of this Section 5.01(e).


                                       37
<PAGE>

                  (f) Leverage Ratio. The Company will maintain a Leverage Ratio
         of not greater than 4.00 to 1 until June 29, 2003, 3.75 to 1 from June
         30, 2003 through September 29, 2003 and 3.50 to 1 after September 29,
         2003.

                  (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,

                           (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:


                                       38
<PAGE>

                           (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;

                           (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 Agent and
                  the Lenders such corporate governance and authorization
                  documents, in form and substance satisfactory to the Agent and
                  the Lenders, as may be deemed necessary or advisable by the
                  Agent and the Lenders; and

                           (E) the Surviving Corporation shall expressly assume,
                  by written agreement delivered to the 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 assets (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 assets 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.

                  (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):

                           (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:




                                       39
<PAGE>

                                    (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 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


                                       40
<PAGE>

                  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, 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; and

                           (vii) 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 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 Agent or any Lender (or
                  such person as the 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:


                                       41
<PAGE>

                  (a) (i) Any Borrower shall fail to pay any principal of any
         Advance when the same becomes due and payable; 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 2.04 within five Business
         Days after written notice by the Agent or any Lender that the same is
         due and payable; or

                  (b) Any representation or warranty made by the Company herein
         or by any Borrower (or any of its officers) 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 2.10(b)(ii) or 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 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 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;


                                       42
<PAGE>

then, and in any such event, the 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 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 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 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.

                  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
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;


                                       43
<PAGE>

                  (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 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 Agent or such Lender (the
         Company waiving any duty on the part of the 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 (including, without limitation, any
         statute of limitations, but not including payment) or any existence of
         or reliance on any representation by the 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 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
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 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 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 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 Agent or such
Lender.


                                       44
<PAGE>

                  (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 or
indemnification and any right to participate in any claim or remedy of the 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 Agent and the
Lenders, shall be segregated from other property and funds of the Company and
shall forthwith be paid or delivered to the 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 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 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 Agent and the Lenders and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, the 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 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 Agent and the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

                  SECTION 8.01. Authorization and Action. Each Lender hereby
appoints and authorizes the 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 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 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 Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by any Borrower pursuant to
the terms of this Agreement.


                                       45
<PAGE>

                  SECTION 8.02. Agent's Reliance, Etc. Neither the 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 Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.18 or 2.19, as the case may be, or 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 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 the 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 Agent and without any duty to account therefor to the Lenders. The 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 Agent.

                  SECTION 8.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the 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 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 (other than the
Designated Bidders) agree to indemnify the Agent (to the extent not reimbursed
by a Borrower), ratably according to the respective principal amounts of the
Revolving Credit Advances then owed to each of them (or if no Revolving Credit
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 Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the 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 Agent's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender (other than the Designated Bidders) agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the 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 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 Agent, any Lender or a third party.


                                       46
<PAGE>

                  SECTION 8.06. Successor Agent. The 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 Agent; provided, that, unless an Event of Default shall exist and be
continuing, such successor Agent shall be subject to the approval of the
Company. If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor 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 Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as 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 Agent under this Agreement.

                  SECTION 8.07. Sub-Agent. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent, provided that the
designation of the Sub-Agent shall not limit the obligations of the Agent
hereunder. The Sub-Agent shall be subject to each of the obligations in this
Agreement to be performed by the Sub-Agent, and each of the Borrowers and the
Lenders agrees that the Sub-Agent shall be entitled to exercise each of the
rights and shall be entitled to each of the benefits of the Agent under this
Agreement as relate to the performance of its obligations hereunder.

                  SECTION 8.08. Other Agents. Each Lender hereby acknowledges
that neither the documentation agent nor any other Lender designated as any
"Agent" (other than the Agent) on the signature pages hereof has any liability
hereunder other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit 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 (other than
the Designated Bidders) 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 other than in accordance with Section 2.19, (c) reduce the principal of,
or interest on, the Revolving Credit Advances or any fees or other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal of,
or interest on, the Revolving Credit 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 Revolving Credit 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 Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the 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
Center, 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 Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender; and if to the
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 the
Company or the 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 Agent. All


                                       47
<PAGE>

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 Agent pursuant to Article II, III or VIII shall not be
effective until received by the 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 such Note that is delivered to the Company
shall constitute effective notice to the Borrowers or to 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 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 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 Agent with respect thereto and with respect
to advising the Agent as to its rights and responsibilities under this
Agreement. The Company further agrees to pay on demand all costs and expenses of
the 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 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
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, 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 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 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.


                                       48
<PAGE>

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance, LIBO Rate Advance or Local 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 or Conversion
pursuant to Section 2.08, 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 2.08, 2.10 or 2.12, the applicable Borrower shall, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the 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. If any Eurocurrency Rate Advance, LIBO
Rate Advance or Local Rate Advance denominated in a Committed Currency is
required to be exchanged into an Equivalent amount of Dollars pursuant to
Section 2.08 or 2.12, the Company shall indemnify each Lender for all losses,
costs and expenses suffered or incurred by such Lender as a result of such
exchange (including, without limitation, any foreign exchange loss). If the
amount of the Committed Currency purchased by any Lender in the case of a
Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds
the sum required to satisfy such Lender's liability in respect of such Advances,
such Lender agrees to remit to the Company such excess.

                  (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 Sections 2.01 and 2.03, 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 Agent and when the 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 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, Designations and Participations.
(a) Each Lender (other than the Designated Bidders) 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 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 Commitment, the
Revolving Credit Advances owing to it and the Revolving Credit 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 (other than any right to make Competitive Bid Advances, Competitive
Bid Advances owing to it and Competitive Bid Notes), (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
$25,000,000 (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
Agent otherwise agree, (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 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


                                       49
<PAGE>

(vi) the parties to each such assignment shall execute and deliver to the Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Revolving Credit 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 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
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 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 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 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 Revolving Credit Note or Notes subject to such
assignment, the 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) Each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make
Competitive Bid Advances as a Lender pursuant to Section 2.03; provided,
however, that (i) no such Lender shall be entitled to make more than two such
designations, (ii) each such Lender making one or more of such designations
shall retain the right to make Competitive Bid Advances as a Lender pursuant to
Section 2.03, (iii) each such designation shall be to a Designated Bidder and
(iv) the parties to each such designation shall execute and deliver to the
Agent, for its acceptance and recording in the Register, a Designation
Agreement. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Designation Agreement, the designee
thereunder shall be a party hereto with a right to make Competitive Bid Advances
as a Lender pursuant to Section 2.03 and the obligations related thereto.

                  (e) By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
makes no representation or warranty and assumes no responsibility with respect
to any


                                       50
<PAGE>

statements, warranties or representations made in or in connection with this
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 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 designee 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
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Agent, such designating 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 designee confirms that it is a Designated Bidder; (vi)
such designee appoints and authorizes the 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 Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such designee agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.

                  (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Agent shall, if such Designation Agreement has been completed and is
substantially in the form of Exhibit D hereto, (i) accept such Designation
Agreement, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

                  (g) The Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assumption Agreement and each Assignment and
Acceptance and each Designation Agreement delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and, with
respect to Lenders other than Designated Bidders, 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 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.

                  (h) 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 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
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.

                  (i) Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation or
participation pursuant to this Section 9.06, disclose to the assignee, designee
or participant or proposed assignee, designee 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, designee or
participant or proposed assignee, designee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Company received by it from such Lender.

                  (j) 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,


                                       51
<PAGE>

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.

                  (k) 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 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 contained in this Section
9.06(k), any SPC may (i) with notice to, but without the prior written consent
of, the Company and the 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 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(k) may not be
amended without the written consent of the SPC.

                  SECTION 9.07. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Company, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 9.06(i), 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. (a) 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


                                       52
<PAGE>

normal banking procedures the 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.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in a Foreign Currency into Dollars,
the parties 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 Agent could purchase such Foreign Currency with Dollars
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.

                  (c) The obligation of any Borrower in respect of any sum due
from it in any currency (the "Primary Currency") to any Lender or the Agent
hereunder shall, notwithstanding any judgment in any other currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Agent (as the case may be), of any sum adjudged to be so due in
such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, each Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent (as the case may be) against such loss, and if the amount of
the applicable Primary Currency so purchased exceeds such sum due to any Lender
or the Agent (as the case may be) in the applicable Primary Currency, such
Lender or the Agent (as the case may be) agrees to remit to such Borrower such
excess.

                  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 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 the 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 at any time and from time to time by delivery to the Agent of a
Designation Letter, duly executed by the Company and a wholly owned Subsidiary
and in substantially the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for all purposes of this Agreement, and, upon
fulfillment of the applicable conditions set forth in Section 3.02 and after
such Designation Letter is accepted by the 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.
The Agent shall promptly notify each Lender of each such designation by the
Company and the identity of each such Designated Subsidiary.


                                       53
<PAGE>

                  (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 Revolving Credit Borrowing, such Designated Subsidiary's
status as a Borrower and as a Designated Subsidiary shall terminate upon notice
to such effect from the Agent to the Lenders (which notice the 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.

                  [Remainder of page intentionally left blank]





                                       54
<PAGE>


                  SECTION 9.13. Waiver of Jury Trial. The Company, the Agent and
the Lenders 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 Agreement or the Notes or the actions of the
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 Agent

                                                  By____________________________
                                                      Title:







                                       55
<PAGE>


                                     Lender
                                     ------

Commitment
----------

$32,500,000.00                               CITIBANK, N.A.

                                             By_________________________________
                                                 Title:

$32,500,000.00                               MERRILL LYNCH BANK USA

                                             By_________________________________
                                                 Title:

$32,500,000.00                               BANK OF AMERICA, N.A.

                                             By_________________________________
                                                 Title:

$32,500,000.00                               BANK ONE, NA

                                             By_________________________________
                                                 Title:

$32,500,000.00                               JPMORGAN CHASE BANK

                                             By_________________________________
                                                 Title:

$32,500,000.00                               WACHOVIA BANK, NATIONAL ASSOCIATION

                                             By_________________________________
                                                 Title:

$25,000,000.00                               BMO NESBITT BURNS FINANCING, INC.

                                             By_________________________________
                                                 Title:

$25,000,000.00                               THE BANK OF NEW YORK

                                             By_________________________________
                                                 Title:

$25,000,000.00                               DEUTSCHE BANK AG, NEW YORK BRANCH

                                             By_________________________________
                                                 Title:

                                             By_________________________________
                                                 Title:


                                       56
<PAGE>


$25,000,000.00                               NATIONAL CITY BANK

                                             By_________________________________
                                                 Title:

$15,000,000.00                               CREDIT LYONNAIS NEW YORK BRANCH

                                             By_________________________________
                                                 Title:

$15,000,000.00                               CREDIT SUISSE FIRST BOSTON

                                             By_________________________________
                                                 Title:

$325,000,000.00     Total of the Commitments



                                       57
<PAGE>

                                                                      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>
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
--------------------------------------------------------------------------------------------------------------------
BMO Nesbitt Burns Financing, Inc.        115 South LaSalle Street               115 South LaSalle Street
                                         Chicago, IL  60603                     Chicago, IL  60603
                                         Attn:  Betty Rutherford                Attn:  Betty Rutherford
                                         T:  312 750-3885                       T:  312 750-3885
                                         F:  312 750-4345                       F:  312 750-4345
--------------------------------------------------------------------------------------------------------------------
The Bank of New York                     One Wall Street                        One Wall Street
                                         New York, NY  10005                    New York, NY  10005
                                         Attn:  Trudy Hoo-Fong                  Attn:  Trudy Hoo-Fong
                                         T:  212 635-6734                       T:  212 635-6734
                                         F:  212 635-6399                       F:  212 635-6399
--------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------
Credit Lyonnais New York Branch          1301 Avenue of the Americas            1301 Avenue of the Americas
                                         New York, NY  10019                    New York, NY  10019
                                         Attn:  Agnes Castillo                  Attn:  Agnes Castillo
                                         T:  212 261-7669                       T:  212 261-7669
                                         F:  212 261-7696                       F:  212 261-7696
--------------------------------------------------------------------------------------------------------------------
Citibank, N.A.                           Two Penns Way                          Two Penns Way
                                         New Castle, DE  19720                  New Castle, DE  19720
                                         Attn:                                  Attn:
                                         T:  302                                T:  302
                                         F:  302                                F:  302
--------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston               11 Madison Avenue                      11 Madison Avenue
                                         New York, NY  10010                    New York, NY  10010
                                         Attn:  Ed Markowski                    Attn:  Ed Markowski
                                         T:  212 538-3380                       T:  212 538-3380
                                         F:  212 538-3477                       F:  212 538-3477
--------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG New York Branch         40 Kingsbridge Road                    40 Kingsbridge Road
                                         Piscataway, NJ  08854                  Piscataway, NJ  08854
                                         Attn:  Nelson Lugaro                   Attn:  Nelson Lugaro
                                         T:  732 981-7439                       T:  732 981-7439
                                         F:  732 981-7470                       F:  732 981-7470

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


                                       1

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
JPMorgan Chase Bank                      1 Chase Manhattan Plaza, 8th Floor     1 Chase Manhattan Plaza, 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 Bank USA.                  15 W. South Temple, Suite 300          15 W. South Temple, Suite 300
                                         Salt Lake City, Utah  84101            Salt Lake City, Utah  84101
                                         Attn:  Frank Stepan                    Attn:  Frank Stepan
                                         T:  801 526-8316                       T:  801 526-8316
                                         F:  801 531-4667                       F:  801 531-4667
--------------------------------------------------------------------------------------------------------------------
National City Bank                       1900 East 9th Street                   1900 East 9th Street
                                         Cleveland, OH  44114                   Cleveland, OH  44114
                                         Attn:  Vernon Johnson                  Attn:  Vernon Johnson
                                         T:  216 488-7099                       T:  216 488-7099
                                         F:  216 488-7110                       F:  216 488-7110
--------------------------------------------------------------------------------------------------------------------
Wachovia Bank, National Association      301 South College Street; DC-5         301 South College Street; DC-5
                                         Charlotte, NC  28288                   Charlotte, NC  28288
                                         Attn:  Barbara Van Meerten             Attn:  Barbara Van Meerten
                                         T:  704 374-7115                       T:  704 374-7115
                                         F:  704 374-4793                       F:  704 374-4793
--------------------------------------------------------------------------------------------------------------------
</TABLE>






                                       2


<PAGE>

                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE




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


                  FOR VALUE RECEIVED, the undersigned, _________________, a
______ corporation (the "Company"), 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 Revolving Credit
Advances made by the Lender to the Borrower pursuant to the 364-Day Credit
Agreement dated as of September 16, 2002 among the Borrower, [Goodrich
Corporation,] the Lender and certain other lenders parties thereto, and
Citibank, N.A. as 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 Revolving Credit Advance from the date of such Revolving Credit
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 Revolving
Credit Advance (i) in Dollars are payable in lawful money of the United States
of America to the Agent at its account maintained at 399 Park Avenue, New York,
New York 10043, in same day funds and (ii) in any Committed Currency are payable
in such currency at the applicable Payment Office in same day funds. Each
Revolving Credit 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 Revolving Credit 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 Revolving
Credit 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 Revolving
Credit Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Revolving Credit Advances denominated
in Committed Currencies and (iii) 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>
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                                                            Amount of
           Date                    Amount of             Principal Paid           Unpaid Principal             Notation
                                    Advance                or Prepaid                 Balance                   Made By
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<S>                                <C>                   <C>                      <C>                          <C>

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</TABLE>

                                       2

<PAGE>


                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE




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


                  FOR VALUE RECEIVED, the undersigned, _____________, a _______
corporation (the "Company"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the 364-Day Credit Agreement dated as of September
16, 2002 among the Borrower, [Goodrich Corporation,] the Lender and certain
other lenders parties thereto, and Citibank, N.A., as 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)), on
_______________, 200_, the principal amount of [U.S.$_______________] [for a
Competitive Bid Advance in a Foreign Currency, list currency and amount of such
Advance].

                  The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in full,
at the interest rate and payable on the interest payment date or dates provided
below:

         Interest Rate: _____% per annum (calculated on the basis of a year of
         _____ days for the actual number of days elapsed).

                  Both principal and interest are payable in lawful money of
________________ to Citibank, as agent, for the account of the Lender at the
office of Citibank, at _________________________ in same day funds.

                  This Promissory Note is one of the Competitive Bid Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events.

                  The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                                      [NAME OF BORROWER]

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




                                       1

<PAGE>

                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, Delaware 19720

                                     [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                  The undersigned, _______________, a ______ corporation refers
to the 364-Day Credit Agreement, dated as of September 16, 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 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 Revolving Credit
Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Revolving Credit Borrowing (the "Proposed
Revolving Credit Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

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

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

                  (iii) The aggregate amount of the Proposed Revolving Credit
         Borrowing is $_______________][for a Revolving Credit Borrowing in a
         Committed Currency, list currency and amount of Revolving Credit
         Borrowing].

                  [(iv) The initial Interest Period for each Eurocurrency Rate
         Advance made as part of the Proposed Revolving Credit Borrowing is
         _____ 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
Revolving Credit Borrowing:

                  (A) the representations and warranties contained in Section
         4.01 of the Credit Agreement (except the representations set forth in
         subsection (c)(ii) thereof and in subsection (d)(i) thereof) (and, if
         such Revolving Credit 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 Revolving Credit Borrowing or such Extension Date 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 Revolving Credit Borrowing or from the application
         of the proceeds therefrom, that constitutes a Default.

                                                      Very truly yours,

                                                      [NAME OF BORROWER]


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













                                       2

<PAGE>

                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, Delaware 19720

                                     [Date]

                  Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

                  The undersigned, _______________, refers to the 364-Day Credit
Agreement, dated as of September 16, 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 Agent for said Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that
the undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested to be
made:

         (A)  Date of Competitive Bid Borrowing     ________________________
         (B)  Amount of Competitive Bid Borrowing   ________________________
         (C)  [Maturity Date] [Interest Period]     ________________________
         (D)  Interest Rate Basis                   ________________________
         (E)  Day Count Convention                  ________________________
         (F)  Interest Payment Date(s)              ________________________
         (G)  Currency                              ________________________
         (H)  Borrower's Account Location           ________________________
         (I)  ___________________                   ________________________

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

                  (a) the representations and warranties contained in Section
         4.01 of the Credit Agreement (except the representations set forth in
         subsection (c)(ii) thereof and in subsection (d)(i) thereof) (and,
         (and, if such Competitive Bid 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 the date of such Competitive Bid Borrowing
         (except to the extent that any expressly relate to any earlier date),
         before and after giving effect to such Competitive Bid 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 the Proposed Competitive Bid Borrowing or from the application of
         the proceeds therefrom, that constitutes a Default; and

                  (c) the aggregate amount of the Proposed Competitive Bid
         Borrowing and all other Borrowings to be made on the same day under the
         Credit Agreement is within the aggregate amount of the unused
         Commitments of the Lenders.

                                       1

<PAGE>


                  The undersigned hereby confirms that the Proposed Competitive
Bid Borrowing is to be made available to it in accordance with Section
2.03(a)(v) of the Credit Agreement.

                                                      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
September 16, 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 agent
for the Lenders (the "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 (other than in respect of Competitive Bid Advances and Competitive
Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Credit 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 Revolving Credit
Note[, if any,] held by the Assignor [and requests that the Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to the order of
[the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto or new Revolving Credit 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 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 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 Agent by the terms thereof, together with such 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 Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

                  5. Upon such acceptance and recording by the 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,

                                       1

<PAGE>

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 Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Revolving Credit 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 Revolving Credit 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
         Revolving Credit Advances assigned:                   $______

         Principal amount of Revolving Credit Note payable
         to Assignee:                                          $______

         Principal amount of Revolving Credit Note payable
         to Assignor:                                          $______

         Effective Date*:  _______________, 200_


                                                 [NAME OF ASSIGNOR]
                                                     as Assignor

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


                                                 Dated:  _________________, 200_


                                                 [NAME OF ASSIGNEE], as Assignee

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


                                                 Dated:  _________________, 200_

                                                 Domestic Lending Office:
                                                       [Address]

                                                 Eurocurrency Lending Office:
                                                       [Address]





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




                                       3

<PAGE>


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

CITIBANK, N.A., as 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".


                                       4

<PAGE>

                                                             EXHIBIT D - FORM OF
                                                           DESIGNATION AGREEMENT

                           Dated _______________, 200_


                  Reference is made to the Credit Agreement dated as of
September 16, 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 agent
for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used
herein with the same meaning.

                  ____________________ (the "Designor") and ____________________
(the "Designee") agree as follows:

                  1. The Designor hereby designates the Designee, and the
Designee hereby accepts such designation, to have a right to make Competitive
Bid Advances pursuant to Section 2.03 of the Credit Agreement.

                  2. The Designor makes no representation or warranty and
assumes no responsibility with respect to (i) 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 and (ii) 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.

                  3. The Designee (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 Designation Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent, the Designor 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 a Designated Bidder; (iv) appoints and
authorizes the 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
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; and (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender.

                  4. Following the execution of this Designation Agreement by
the Designor and its Designee, it will be delivered to the Agent for acceptance
and recording by the Agent. The effective date for this Designation Agreement
(the "Effective Date") shall be the date of acceptance hereof by the Agent,
unless otherwise specified on the signature page hereto.

                  5. Upon such acceptance and recording by the Agent, as of the
Effective Date, the Designee shall be a party to the Credit Agreement with a
right to make Competitive Bid Advances as a Lender pursuant to Section 2.03 of
the Credit Agreement and the rights and obligations of a Lender related thereto.

                  6. This Designation Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  7. This Designation 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 Designation Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this
Designation Agreement.


                                       1
<PAGE>

                  IN WITNESS WHEREOF, the Designor and the Designee have caused
this Designation Agreement to be executed by their officers thereunto duly
authorized as of the date first above written.

Effective Date*:                                      _______________, 200__


                                                      [NAME OF DESIGNOR],
                                                          as Designor


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


                                                      [NAME OF DESIGNEE],
                                                          as Designee


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


                                                      Applicable Lending Office
                                                      (and address for notices):
                                                             [Address]

Accepted this ____ day
of _______________, 200_


CITIBANK, N.A., as Agent


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

[Approved this __________ day
of _______________, 200_

GOODRICH CORPORATION

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

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










--------

*        This date should be no earlier than five Business Days after the
         delivery of this Designation Agreement to the Agent.


                                       2


<PAGE>

                                                                       EXHIBIT E
                                                      FORM OF DESIGNATION LETTER

                                     [Date]

To each of the Lenders parties
  to the Credit Agreement dated
  as of September 16, 2002
  among Goodrich Corporation,
  said Lenders and Citicorp USA, Inc.,
  as Agent for said Lenders, and
  to Citicorp USA, Inc., as Agent


Ladies and Gentlemen:

                  Reference is made to the 364-Day Credit Agreement, dated as of
September 16, 2002 (the "Credit Agreement"), among Goodrich Corporation (the
"Company"), the Lenders parties thereto, Citibank, N.A., as Agent for said
Lenders. Terms defined in the Credit Agreement are used herein as therein
defined.

                  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 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 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 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.


                                       1

<PAGE>

                  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.

                  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 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,


                                       2

<PAGE>

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.

                  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 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 Agent

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










                                       3


<PAGE>

                                                             EXHIBIT F - FORM OF
                                                              OPINION OF COUNSEL
                                                                 FOR THE COMPANY






































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