Exhibit 10.2

                                                                  CONFORMED COPY





                                 $1,100,000,000

                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                October 15, 2002

                                      among

                              The Gillette Company,

                             The Banks Listed Herein

                                       and

                              JPMorgan Chase Bank,

                                    as Agent

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

                          J.P. Morgan Securities Inc.,

                                Lead Arranger and
                                 Sole Bookrunner



<PAGE>


                                Table of Contents
                               -------------------



                                                                           Page


                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definitions....................................................1
--------------------------
Section 1.02.  Accounting Terms and Determinations............................11
--------------------------------------------------
Section 1.03.  Types of Borrowings............................................12
----------------------------------

                                    ARTICLE 2
                                   THE CREDITS

Section 2.01.  Commitments to Lend............................................12
----------------------------------
Section 2.02.  Notice of Committed Borrowing..................................12
--------------------------------------------
Section 2.03.  Competitive Bid Borrowings.....................................13
------------------------------------------
Section 2.04.  Notice to Banks; Funding of Loans..............................17
-------------------------------------------------
Section 2.05.  Registry; Notes................................................17
------------------------------
Section 2.06.  Maturity of Loans..............................................18
--------------------------------
Section 2.07.  Interest Rates.................................................18
-----------------------------
Section 2.08.  Facility Fee...................................................20
---------------------------
Section 2.09.  Termination or Reduction of Commitments........................20
------------------------------------------------------
Section 2.10.  Scheduled Termination of Commitments...........................20
---------------------------------------------------
Section 2.11.  Optional Prepayments...........................................21
-----------------------------------
Section 2.12.  General Provisions as to Payments..............................21
------------------------------------------------
Section 2.13.  Funding Losses.................................................22
-----------------------------
Section 2.14.  Computation of Interest and Fees...............................22
-----------------------------------------------
Section 2.15.  Judgment Currency..............................................22
--------------------------------
Section 2.16.  Foreign Subsidiary Costs.......................................23
---------------------------------------
Section 2.17.  Regulation D Compensation......................................23
----------------------------------------
Section 2.18.  Method of Electing Interest Rates..............................23
------------------------------------------------
Section 2.19.  Increased Commitments; Additional Banks........................25
------------------------------------------------------

                                    ARTICLE 3
                                   CONDITIONS

Section 3.01.  Effectiveness..................................................26
----------------------------
Section 3.02.  Borrowings.....................................................27
-------------------------
Section 3.03.  First Borrowing by Each Eligible Subsidiary....................27
----------------------------------------------------------
<PAGE>

                                    ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.01.  Corporate Existence and Power..................................28
--------------------------------------------
Section 4.02.  Corporate and Governmental Authorization; Contravention........28
----------------------------------------------------------------------
Section 4.03.  Binding Effect.................................................28
-----------------------------
Section 4.04.  Financial Information..........................................28
------------------------------------
Section 4.05.  No Material Adverse Change.....................................29
-----------------------------------------
Section 4.06.  Compliance with ERISA..........................................29
------------------------------------
Section 4.07.  Litigation.....................................................29
-------------------------
Section 4.08.  Taxes..........................................................30
--------------------
Section 4.09.  Full Disclosure................................................30
------------------------------

                                    ARTICLE 5
                                    COVENANTS

Section 5.01.  Information....................................................30
--------------------------
Section 5.02.  Maintenance of Property; Insurance.............................32
-------------------------------------------------
Section 5.03.  Conduct of Business and Maintenance of Existence...............32
---------------------------------------------------------------
Section 5.04.  Compliance with Laws...........................................32
-----------------------------------
Section 5.05.  Earnings to Interest Expense Ratio.............................33
-------------------------------------------------
Section 5.06.  Negative Pledge................................................33
------------------------------
Section 5.07.  Consolidations, Mergers and Sales of Assets....................34
----------------------------------------------------------
Section 5.08.  Material Subsidiary Cash Flow..................................34
--------------------------------------------
Section 5.09.  Use of Proceeds................................................34
------------------------------

                                    ARTICLE 6
                                    DEFAULTS

Section 6.01.  Events of Default..............................................34
--------------------------------
Section 6.02.  Notice of Default..............................................36
--------------------------------

                                    ARTICLE 7
                                    THE AGENT

Section 7.01.  Appointment and Authorization..................................37
--------------------------------------------
Section 7.02.  Agent and Affiliates...........................................37
-----------------------------------
Section 7.03.  Action by Agent................................................37
------------------------------
Section 7.04.  Consultation with Experts......................................37
----------------------------------------
Section 7.05.  Liability of Agent.............................................37
---------------------------------
Section 7.06.  Indemnification................................................38
------------------------------
Section 7.07.  Credit Decision................................................38
------------------------------
Section 7.08.  Successor Agent................................................38
------------------------------
Section 7.09.  Agent's Fee....................................................38
--------------------------
<PAGE>

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.......39
-----------------------------------------------------------------------
Section 8.02.  Illegality.....................................................39
-------------------------
Section 8.03.  Increased Cost and Reduced Return..............................40
------------------------------------------------
Section 8.04.  Taxes..........................................................41
--------------------
Section 8.05 . Base Rate Loans Substituted for Affected Fixed Rate Loans......43
------------------------------------------------------------------------

                                    ARTICLE 9
                     REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

Section 9.01.  Corporate Existence and Power..................................43
--------------------------------------------
Section 9.02.  Corporate and Governmental Authorization; Contravention........43
----------------------------------------------------------------------
Section 9.03.  Binding Effect.................................................44
-----------------------------
Section 9.04.  Taxes..........................................................44
--------------------

                                   ARTICLE 10
                                    GUARANTY

Section 10.01.  The Guaranty..................................................44
----------------------------
Section 10.02.  Guaranty Unconditional........................................44
--------------------------------------
Section 10.03.  Discharge Only upon Payment in Full; Reinstatement in Certain
------------------------------------------------------------------------------
         Circumstances........................................................45
         -------------
Section 10.04.  Waiver by the Company.........................................45
-------------------------------------
Section 10.05.  No Subrogation................................................45
------------------------------
Section 10.06.  Stay of Acceleration..........................................46
------------------------------------

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01.  Notices.......................................................46
-----------------------
Section 11.02.  No Waivers....................................................46
--------------------------
Section 11.03.  Expenses; Indemnification.....................................46
-----------------------------------------
Section 11.04.  Sharing of Set-offs...........................................47
-----------------------------------
Section 11.05.  Amendments and Waivers........................................47
--------------------------------------
Section 11.06.  Successors and Assigns........................................48
--------------------------------------
Section 11.07.  Designated Lenders............................................50
----------------------------------
Section 11.08.  Collateral....................................................51
--------------------------
Section 11.09.  Governing Law; Submission to Jurisdiction; Service of Process.51
-----------------------------------------------------------------------------
Section 11.10.  Counterparts; Integration.....................................51
-----------------------------------------
Section 11.11.  WAIVER OF JURY TRIAL..........................................52
------------------------------------



<PAGE>



COMMITMENT SCHEDULE

EXHIBIT A.........- Note

EXHIBIT B.........- Competitive Bid Quote Request

EXHIBIT C.........- Invitation for Competitive Bid Quotes

EXHIBIT D.........- Competitive Bid Quote

EXHIBIT E.........- Opinion of Counsel for the Company

EXHIBIT F ........- Opinion of Special Counsel for the Agent

EXHIBIT G.........- Election to Participate

EXHIBIT H.........- Election to Terminate

EXHIBIT I.........- Opinion of Counsel for an Eligible Subsidiary

EXHIBIT J.........- Assignment and Assumption Agreement

EXHIBIT K.........- Designation Agreement


<PAGE>


                                CREDIT AGREEMENT

         AGREEMENT dated as of October 15, 2002 among THE GILLETTE COMPANY, the
BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, as Agent.

         The parties hereto agree as follows:

                                    Article 1
                                   DEFINITIONS

Section  1.01  Definitions.  The  following  terms,  as used  herein,  have  the
following meanings:

         "Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.

         "Additional Bank" has the meaning set forth in Section 2.19(b).

         "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent duly completed by such Bank.

         "Agent" means JPMorgan Chase Bank in its capacity as administrative
agent for the Banks hereunder, and its successors in such capacity.

         "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Competitive Bid Loans, its Competitive Bid Lending Office.

         "Assignee" has the meaning set forth in Section 11.06(c).

         "Bank" means each bank or other financial institution listed on the
signature pages hereof, each Assignee which becomes a Bank pursuant to Section
11.06(c), and their respective successors. "Bank" includes each Additional Bank
which becomes a Bank pursuant to Section 2.19.

         "Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

         "Base Rate Loan" means a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Article 8.

<PAGE>

         "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group and not excepted by Section 4(b) of ERISA.

         "Borrower" means the Company or any Eligible Subsidiary, as the context
may require, and their respective successors, and "Borrowers" means all of the
foregoing.

         "Borrowing" has the meaning set forth in Section 1.03.

         "Commitment" means (i) with respect to each Bank listed on the
Commitment Schedule, the amount set forth opposite the name of such Bank on the
Commitment Schedule and (ii) with respect to any Assignee, the amount of the
transferor Bank's Commitment assigned to it pursuant to Section 11.06(c), in
each case as such amount may be changed from time to time pursuant to Section
2.09 or 11.06(c). "Commitment" includes, with respect to each Additional Bank
which becomes a Bank pursuant to Section 2.19, the amount of the Commitment
thereby assumed by it, in each case, as such amount may be changed from time to
time pursuant to Sections 2.08 and 2.19.

         "Commitment Schedule" means the Commitment Schedule attached hereto.

         "Committed Loan" means a loan made by a Bank pursuant to Section 2.01;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term Committed
Loan shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

         "Company" means The Gillette Company, a Delaware corporation, and its
successors.

         "Company's Latest Form 10-Q" means the Company's quarterly report on
Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.

         "Company's 2001 Form 10-K" means the Company's annual report on Form
10-K for 2001, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

         "Competitive Bid Absolute Rate" has the meaning set forth in Section
2.03.

         "Competitive Bid Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.
<PAGE>

         "Competitive Bid Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Competitive Bid Lending Office by notice to the
Borrower and the Agent; provided that any Bank may from time to time by notice
to the Borrower and the Agent designate separate Competitive Bid Lending Offices
for its Competitive Bid LIBOR Loans, on the one hand, and its Competitive Bid
Absolute Rate Loans, on the other hand, in which case all references herein to
the Competitive Bid Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

         "Competitive Bid LIBOR Loan" means a loan to be made by a Bank pursuant
to a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01).

         "Competitive Bid Loan" means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan.

         "Competitive Bid Margin" has the meaning set forth in Section
2.03(d)(ii)C .

         "Competitive Bid Quote" means an offer by a Bank, in substantially the
form of Exhibit D hereto, to make a Competitive Bid Loan in accordance with
Section 2.03.

         "Competitive Bid Quote Request" means the notice, in substantially the
form of Exhibit B hereto, to be delivered by the Borrower in accordance with
Section 2.03 in requesting Competitive Bid Quotes.

         "Consolidated Assets" means at any date the consolidated assets of the
Company and its Consolidated Subsidiaries determined as of such date.

         "Consolidated Earnings Before Interest and Taxes" means, for any fiscal
period, the sum of (i) Consolidated Net Income plus (ii) Gross Interest Expense
plus (iii) to the extent deducted in determining Consolidated Net Income,
provision for taxes on income, all determined on a consolidated basis for the
Company and its Consolidated Subsidiaries for such fiscal period.

         "Consolidated Net Income" means, for any fiscal period, the net income
(before preferred and common stock dividends) of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis for such fiscal
period.

         "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.
<PAGE>

         "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all Debt of others
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an obligation of such Person, and (vi) all Debt of others Guaranteed
by such Person.

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

         "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions,
excluding any amounts which the Borrower is entitled to set-off against its
obligations under applicable law.

         "Designated Lender" means, with respect to any Designating Bank, an
Eligible Designee designated by it pursuant to Section 11.07(a) as a Designated
Lender for purposes of this Agreement.

         "Designating Bank" means, with respect to each Designated Lender, the
Bank that designated such Designated Lender pursuant to Section 11.07(a).

         "Dollars" and the sign "$" mean lawful money of the United States of
America.

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City or Boston, Massachusetts
are authorized by law to close.

         "Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Company and the Agent.

         "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.
<PAGE>

         "Election to Participate" means an Election to Participate
substantially in the form of Exhibit G hereto.

         "Election to Terminate" means an Election to Terminate substantially in
the form of Exhibit H hereto.

         "Eligible Designee" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody's.

         "Eligible Subsidiary" means any Substantially-Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have been
delivered to the Agent and as to which an Election to Terminate shall not have
been delivered to the Agent. Each such Election to Participate and Election to
Terminate shall be duly executed on behalf of such Substantially-Owned
Consolidated Subsidiary and the Company in such number of copies as the Agent
may request. The delivery of an Election to Terminate shall not affect any
obligation of an Eligible Subsidiary theretofore incurred. The Agent shall
promptly give notice to the Banks of the receipt of any Election to Participate
or Election to Terminate.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means the Company, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
Dollar deposits) in London.

         "Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Agent.

         "Euro-Dollar Loan" means any Committed Loan in respect of which
interest is to be computed on the basis of a Euro-Dollar Rate.

         "Euro-Dollar Margin" has the meaning set forth in Section 2.07(b).
<PAGE>

         "Euro-Dollar Rate" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

         "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

         "Event of Default" has the meaning set forth in Section 6.01.

         "Existing Credit Agreement" means the 364-Day Credit Agreement dated as
of October 16, 2001, among the Company, the bank parties thereto and JPMorgan
Chase Bank, as agent.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to JPMorgan Chase Bank on such day on such
transactions as determined by the Agent.

         "Final Maturity Date" means the first anniversary of the Termination
Date or, if such day is not a Euro-Dollar Business Day, the preceding
Euro-Dollar Business Day.

         "Fixed Rate Loans" means Euro-Dollar Loans or Competitive Bid Loans
(excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(b)(ii)) or any combination of the foregoing.

         "Gross Interest Expense" means, for any fiscal period, the consolidated
interest expense of the Company and its Consolidated Subsidiaries for such
period (calculated without deducting or otherwise netting consolidated interest
income of the Company and its Consolidated Subsidiaries).
<PAGE>

         "Group of Loans" means at any time a group of Loans consisting of (i)
all Committed Loans to any single Borrower which are Base Rate Loans at such
time or (ii) all Euro-Dollar Loans to any single Borrower having the same
Interest Period at such time, provided that, if a Committed Loan of any
particular Bank is converted to or made as a Base Rate Loan pursuant to Article
8, such Loan shall be included in the same Group or Groups of Loans from time to
time as it would have been in if it had not been so converted or made.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions, by "comfort letter" or other similar
undertaking of support or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the payment thereof or
to protect such holder against loss in respect thereof (in whole or in part),
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

         "Increased Commitments" has the meaning set forth in Section 2.19(a).

         "Indemnitee" has the meaning set forth in Section 11.03(b).

         "Interest Period" means:

(i)      with respect to each Euro-Dollar Loan, the period commencing on the
         date of borrowing specified in the applicable Notice of Borrowing or on
         the date specified in the applicable Notice of Interest Rate Election
         and ending one, two, three or six months thereafter, as the Borrower
         may elect in the applicable notice; provided that:

(A)      any Interest Period which would otherwise end on a day which is not a
         Euro-Dollar Business Day shall be extended to the next succeeding
         Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
         another calendar month, in which case such Interest Period shall end on
         the next preceding Euro-Dollar Business Day; and

(B)      any Interest Period which begins on the last Euro-Dollar Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to the further proviso below, end on the last
         Euro-Dollar Business Day of a calendar month;
<PAGE>

(ii)     with respect to each Competitive Bid LIBOR Loan, the period commencing
         on the date of borrowing specified in the applicable Notice of
         Borrowing and ending such whole number of months thereafter as the
         Borrower may elect in accordance with Section 2.03; provided that:

(A)      any Interest Period which would otherwise end on a day which is not a
         Euro-Dollar Business Day shall be extended to the next succeeding
         Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
         another calendar month, in which case such Interest Period shall end on
         the next preceding Euro-Dollar Business Day; and

(B)      any Interest Period which begins on the last Euro-Dollar Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to the further proviso below, end on the last
         Euro-Dollar Business Day of a calendar month;

(iii)    with respect to each Competitive Bid Absolute Rate Loan, the period
         commencing on the date of borrowing specified in the applicable Notice
         of Borrowing and ending such number of days thereafter (but not less
         than fifteen days) as the Borrower may elect in accordance with Section
         2.03; provided that any Interest Period which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and provided further that:

(iv)     any Interest Period which begins before the Termination Date and would
         otherwise end after the Termination Date shall end on the Termination
         Date; and

(v)      any Interest Period which would otherwise end after the Final Maturity
         Date shall end on the Final Maturity Date.


         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

         "LIBOR Auction" means a solicitation of Competitive Bid Quotes setting
forth the Competitive Bid Margins based on the London Interbank Offered Rate
pursuant to Section 2.03.
<PAGE>

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Company or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

         "Loan" and "Loans" mean and include each and every loan made by a Bank
under this Agreement.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.07(b).

         "Material Debt" means Debt (other than the Loans) of the Company and/or
one or more of its Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal amount exceeding $50,000,000.

         "Material Financial Obligations" means a principal amount of Debt
and/or payment obligations in respect of Derivatives Obligations of the Company
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate $50,000,000.

         "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $50,000,000.

         "Material Subsidiary" means any Subsidiary which either (A) is an
Eligible Subsidiary or (B) has consolidated assets, together with its
Subsidiaries, exceeding 5% of Consolidated Assets at the date of determination
of its status hereunder.

     "Moody's" means Moody's Investors  Service,  Inc. and any successor thereto
that is a nationally recognized rating agency.

         "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "Notes" means promissory notes of a Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of such Borrower to repay the
Loans made to it, and "Note" means any one of such promissory notes issued
hereunder.

         "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Competitive Bid Borrowing (as defined in Section
2.03(f)).
<PAGE>

         "Notice of Interest Rate Election" has the meaning set forth in Section
2.18.

         "Parent" means, with respect to any Bank, any Person controlling such
Bank.

         "Participant" has the meaning set forth in Section 11.06(b).

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group.

         "Prime Rate" means the rate of interest publicly announced by JPMorgan
Chase Bank in New York City from time to time as its Prime Rate.

         "Quarterly Date" means the last day of March, June, September and
December in each year, commencing December 31, 2002.

         "Reference Banks" means the principal London offices of Citibank, N.A.,
Bank of America, N.A. and JPMorgan Chase Bank. "Reference Bank" means any one of
such Reference Banks.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Required Banks" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding more than 50% of the aggregate unpaid principal amount of
the Loans.

         "Revolving Credit Loan" means a loan made or to be made by a Bank
pursuant to Section 2.01(a).

         "Revolving Credit Period" means the period from and including the
Effective Date to but excluding the Termination Date.
<PAGE>

         "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and any successor thereto that is a nationally recognized rating agency.

         "Subsidiary" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Company.

         "Substantially-Owned Consolidated Subsidiary" means any Consolidated
Subsidiary not less than 90% of the outstanding shares of each class of capital
stock or other ownership interests of which are at the time directly or
indirectly owned by the Company.

         "Term Loan" means a loan made or to be made by a Bank pursuant to
Section 2.01(b).

         "Termination Date" means October 14, 2003, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

Section 1.02 . Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis
consistent (except for changes concurred in by the Company's independent public
accountants) with the most recent audited consolidated financial statements of
the Company and its Consolidated Subsidiaries delivered to the Banks; provided
that, if the Company notifies the Agent that the Company wishes to amend any
covenant in Article 5 to eliminate the effect of any change in generally
accepted accounting principles on the operation of such covenant (or if the
Agent notifies the Company that the Required Banks wish to amend Article 5 for
such purpose), then the Company's compliance with such covenant shall be
determined on the basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Company and the Required
Banks.
<PAGE>

Section 1.03 . Types of Borrowings. The term "Borrowing" denotes the aggregation
of Loans of one or more Banks to be made to a single Borrower pursuant to
Article 2 on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article 2
under which participation therein is determined (i.e., a "Committed Borrowing"
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a "Competitive Bid Borrowing" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).

                                    Article 2
                                   THE CREDITS

Section 2.01 .  Commitments  to Lend.  (a) Revolving  Credit  Loans.  During the
Revolving Credit Period, each Bank severally agrees, on the terms and conditions
set  forth in this  Agreement,  to make  loans to the  Company  or any  Eligible
Subsidiary pursuant to this subsection 2.01(a) from time to time in amounts such
that the aggregate  principal  amount of Revolving  Credit Loans by such Bank at
any one time  outstanding  to all  Borrowers  shall not exceed the amount of its
Commitment.  Within  the  foregoing  limits,  a Borrower  may borrow  under this
subsection, prepay Loans to the extent permitted by Section 2.11 and reborrow at
any time during the Revolving Credit Period under this subsection 2.01(a).

(b) Term Loans. Each Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make loans to the Company or any Eligible Subsidiary
on the Termination Date in an aggregate principal amount to all Borrowers up to
but not exceeding the amount of its Commitment.

(c) Minimum Borrowings. Each Borrowing under this Section shall be in an
aggregate principal amount of $15,000,000 or any larger multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount available in
accordance with Section 3.02(b)) and shall be made from the several Banks
ratably in proportion to their respective Commitments.

Section 2.02 . Notice of Committed Borrowing. The Borrower shall give the Agent
notice (a "Notice of Committed Borrowing") not later than 11:00 A.M. (New York
City time) on (x) the date of each Base Rate Borrowing and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:
<PAGE>

(a) the date of such Borrowing, which shall be a Domestic Business Day in the
case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing,

(b) the aggregate amount of such Borrowing,

(c) whether the Loans comprising such Borrowing are to bear interest initially
at the Base Rate or a Euro-Dollar Rate, and

(d) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest
Period applicable thereto, subject to the provisions of the definition of
Interest Period.

Section 2.03.  Competitive Bid Borrowings.

(a)      The Competitive Bid Option. In addition to Committed Borrowings
         pursuant to Section 2.01, any Borrower may, as set forth in this
         Section, request the Banks during the Revolving Credit Period to make
         offers to make Competitive Bid Loans to such Borrower. The Banks may,
         but shall have no obligation to, make such offers and the Borrower may,
         but shall have no obligation to, accept any such offers in the manner
         set forth in this Section.

(b)      Competitive Bid Quote Request. When a Borrower wishes to request offers
         to make Competitive Bid Loans under this Section, it shall transmit to
         the Agent by telex or facsimile transmission a Competitive Bid Quote
         Request substantially in the form of Exhibit B hereto so as to be
         received no later than 10:30 A.M. (New York City time) on (x) the fifth
         Euro-Dollar Business Day prior to the date of Borrowing proposed
         therein, in the case of a LIBOR Auction or (y) the Domestic Business
         Day next preceding the date of Borrowing proposed therein, in the case
         of an Absolute Rate Auction (or, in either case, such other time or
         date as the Company and the Agent shall have mutually agreed and the
         Agent shall have notified to the Banks not later than the date of the
         Competitive Bid Quote Request for the first LIBOR Auction or Absolute
         Rate Auction for which such change is to be effective) specifying:

(i)      the proposed date of Borrowing, which shall be a Euro-Dollar Business
         Day in the case of a LIBOR Auction or a Domestic Business Day in the
         case of an Absolute Rate Auction,

(ii)     the aggregate amount of such Borrowing, which shall be $15,000,000 or a
         larger multiple of $1,000,000,

(iii)    the duration of the Interest Period applicable thereto, subject to the
         provisions of the definition of Interest Period, and
<PAGE>

(iv)     whether the Competitive Bid Quotes requested are to set forth a
         Competitive Bid Margin or a Competitive Bid Absolute Rate.

         The Borrower may request offers to make Competitive Bid Loans for more
than one Interest Period in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within five Euro-Dollar Business
Days (or such other number of days as the Company and the Agent may agree) of
any other Competitive Bid Quote Request.

(c)                Invitation for Competitive Bid Quotes. Promptly upon receipt
                   of a Competitive Bid Quote Request, the Agent shall send to
                   the Banks by telex or facsimile transmission an Invitation
                   for Competitive Bid Quotes substantially in the form of
                   Exhibit C hereto, which shall constitute an invitation by the
                   Borrower to each Bank to submit Competitive Bid Quotes
                   offering to make the Competitive Bid Loans to which such
                   Competitive Bid Quote Request relates in accordance with this
                   Section.

(d)                Submission and Contents of Competitive Bid Quotes.
                   (i) Each Bank may submit a Competitive Bid
                   Quote containing an offer or offers to make Competitive Bid
                   Loans in response to any Invitation for Competitive Bid
                   Quotes. Each Competitive Bid Quote must comply with the
                   requirements of this subsection (d) and must be submitted to
                   the Agent by telex or facsimile transmission at its offices
                   referred to in or pursuant to Section 11.01 not later than
                   (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar
                   Business Day prior to the proposed date of Borrowing, in the
                   case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
                   on the proposed date of Borrowing, in the case of an Absolute
                   Rate Auction (or, in either case, such other time or date as
                   the Company and the Agent shall have mutually agreed and the
                   Agent shall have notified to the Banks not later than the
                   date of the Competitive Bid Quote Request for the first LIBOR
                   Auction or Absolute Rate Auction for which such change is to
                   be effective); provided that Competitive Bid Quotes submitted
                   by the Agent (or any affiliate of the Agent) in the capacity
                   of a Bank may be submitted, and may only be submitted, if the
                   Agent or such affiliate notifies the Borrower of the terms of
                   the offer or offers contained therein not later than (x) one
                   hour prior to the deadline for the other Banks, in the case
                   of a LIBOR Auction or (y) 15 minutes prior to the deadline
                   for the other Banks, in the case of an Absolute Rate Auction.
                   Subject to Articles 3 and 4, any Competitive Bid Quote so
                   made shall be irrevocable except with the written consent of
                   the Agent given on the instructions of the Borrower.

(ii)               Each Competitive Bid Quote shall be in substantially the form
                   of Exhibit D hereto and shall in any case specify:

(A)                the proposed date of Borrowing,

<PAGE>

(B)                the principal amount of the Competitive Bid Loan for which
                   each such offer is being made, which principal amount (w) may
                   be greater than or less than the Commitment of the quoting
                   Bank, (x) must be $5,000,000 or a larger multiple of
                   $1,000,000 (y) may not exceed the principal amount of
                   Competitive Bid Loans for which offers were requested and (z)
                   may be subject to an aggregate limitation as to the principal
                   amount of Competitive Bid Loans for which offers being made
                   by such quoting Bank may be accepted,

(C)                in the case of a LIBOR Auction, the margin above or below the
                   applicable London Interbank Offered Rate (the "Competitive
                   Bid Margin") offered for each such Competitive Bid Loan,
                   expressed as a percentage (specified to the nearest
                   1/10,000th of 1%) to be added to or subtracted from such base
                   rate,

(D)                in the case of an Absolute Rate Auction, the rate of interest
                   per annum (specified to the nearest 1/10,000th of 1%) (the
                   "Competitive Bid Absolute Rate") offered for each such
                   Competitive Bid Loan, and

(E)                the identity of the quoting Bank.

         A Competitive Bid Quote may set forth up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Competitive Bid Quotes.

(iii)    Any Competitive Bid Quote shall be disregarded if it:

(A)      is not substantially in conformity with Exhibit D hereto or does not
         specify all of the information required by subsection (d)(ii);

(B)      contains qualifying, conditional or similar language;

(C)      proposes terms other than or in addition to those set forth in the
         applicable Invitation for Competitive Bid Quotes; or

(D)      arrives after the time set forth in subsection(d)(i).
<PAGE>

     (e) Notice to Borrower. The Agent shall promptly notify the Borrower of the
terms (x) of any Competitive Bid Quote submitted by a Bank that is in accordance
with subsection (d) and (y) of any  Competitive Bid Quote that amends,  modifies
or is otherwise  inconsistent with a previous Competitive Bid Quote submitted by
such Bank with  respect  to the same  Competitive  Bid Quote  Request.  Any such
subsequent  Competitive  Bid Quote shall be disregarded by the Agent unless such
subsequent Competitive Bid Quote is submitted solely to correct a manifest error
in such former  Competitive Bid Quote.  The Agent's notice to the Borrower shall
specify (A) the aggregate  principal  amount of Competitive  Bid Loans for which
offers have been  received  for each  Interest  Period  specified in the related
Competitive  Bid  Quote  Request,  (B)  the  respective  principal  amounts  and
Competitive  Bid Margins or Competitive  Bid Absolute Rates, as the case may be,
so offered and (C) if applicable,  limitations on the aggregate principal amount
of Competitive  Bid Loans for which offers in any single  Competitive  Bid Quote
may be accepted.

(f)      Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New York
         City time) on (x) the third Euro-Dollar Business Day prior to the
         proposed date of Borrowing, in the case of a LIBOR Auction or (y) the
         proposed date of Borrowing, in the case of an Absolute Rate Auction
         (or, in either case, such other time or date as the Company and the
         Agent shall have mutually agreed and the Agent shall have notified to
         the Banks not later than the date of the Competitive Bid Quote Request
         for the first LIBOR Auction or Absolute Rate Auction for which such
         change is to be effective), the Borrower shall notify the Agent of its
         acceptance or non-acceptance of the offers so notified to it pursuant
         to subsection (e). In the case of acceptance, such notice (a "Notice of
         Competitive Bid Borrowing") shall specify the aggregate principal
         amount of offers for each Interest Period that are accepted. The
         Borrower may accept any Competitive Bid Quote in whole or in part;
         provided that:

(i)      the aggregate principal amount of each Competitive Bid Borrowing may
         not exceed the applicable amount set forth in the related Competitive
         Bid Quote Request,

(ii)     the principal amount of each Competitive Bid Borrowing must be
         $15,000,000 or a larger multiple of $1,000,000,

(iii)    acceptance of offers may only be made on the basis of ascending
         Competitive Bid Margins or Competitive Bid Absolute Rates, as the case
         may be, and

(iv)     the Borrower may not accept any offer that is described in subsection
         (d)(iii) or that otherwise fails to comply with the requirements of
         this Agreement.

(g)      Allocation by Agent. If offers are made by two or more Banks with the
         same Competitive Bid Margins or Competitive Bid Absolute Rates, as the
         case may be, for a greater aggregate principal amount than the amount
         in respect of which such offers are accepted for the related Interest
         Period, the principal amount of Competitive Bid Loans in respect of
         which such offers are accepted shall be allocated by the Agent among
         such Banks as nearly as possible (in multiples of $1,000,000, as the
         Agent may deem appropriate) in proportion to the aggregate principal
         amounts of such offers. Determinations by the Agent of the amounts of
         Competitive Bid Loans shall be conclusive in the absence of manifest
         error.
<PAGE>

Section 2.04.  Notice to Banks; Funding of Loans.

(a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each
Bank of the contents thereof and of such Bank's share (if any) of such Borrowing
and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

(b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 11.01. Unless the Agent determines that any
applicable condition specified in Article 11.01 has not been satisfied, the
Agent will make the funds so received from the Banks available to the Borrower
at the Agent's aforesaid address.

(c) If any Bank makes a Term Loan hereunder to a Borrower on a day on which such
Borrower is to repay all or any part of an outstanding Revolving Credit Loan
from such Bank, such Bank shall apply the proceeds of its Term Loan to make such
repayment and only an amount equal to the difference (if any) between the amount
being borrowed by such Borrower and the amount being repaid shall be made
available by such Bank to the Agent as provided in subsection (b), or remitted
by such Borrower to the Agent as provided in Section 2.12, as the case may be.

     (d) Unless the Agent  shall have  received  notice from a Bank prior to the
date of any Borrowing  that such Bank will not make  available to the Agent such
Bank's  share of such  Borrowing,  the Agent may assume  that such Bank has made
such share  available to the Agent on the date of such  Borrowing in  accordance
with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance
upon  such   assumption,   make  available  to  the  Borrower  on  such  date  a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the 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
the  Borrower  until the date such amount is repaid to the Agent,  at (i) in the
case of the Borrower,  a rate per annum equal to the higher of the Federal Funds
Rate and the interest rate applicable  thereto pursuant to Section 2.07 and (ii)
in the case of such Bank,  the Federal  Funds Rate.  If such Bank shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.
<PAGE>

Section 2.05 . Registry;  Notes.  (a) The Agent shall  maintain a register  (the
"Register") on which it will record the Commitment of each Bank,  each Loan made
by such  Bank  and  each  repayment  of any  Loan  made by such  Bank.  Any such
recordation by the Agent on the Register shall be presumptively correct,  absent
manifest  error.  Failure  to make any such  recordation,  or any  error in such
recordation, shall not affect any Borrower's obligations hereunder.

(b) Each Borrower hereby agrees that, promptly upon the request of any Bank at
any time, such Borrower shall deliver to such Bank a single Note, in
substantially the form of Exhibit A hereto, duly executed by such Borrower and
payable to the order of such Bank and representing the obligation of such
Borrower to pay the unpaid principal amount of all Loans made to such Borrower
by such Bank, with interest as provided herein on the unpaid principal amount
from time to time outstanding.

(c) Each Bank shall record the date, amount and maturity of each Loan made by it
to each Borrower and the date and amount of each payment of principal made by
such Borrower with respect thereto, and each Bank receiving a Note pursuant to
this Section, if such Bank so elects in connection with any transfer or
enforcement of any Note, may endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of such Bank to make any
such recordation or endorsement shall not affect the obligations of any Borrower
hereunder or under the Notes. Such Bank is hereby irrevocably authorized by each
Borrower so to endorse any Note and to attach to and make a part of any Note a
continuation of any such schedule as and when required.

Section 2.06 . Maturity of Loans.  (a) Each Revolving  Credit Loan shall mature,
and the principal  amount thereof shall be due and payable,  on the  Termination
Date.

(b) Each Term Loan shall mature, and the principal amount thereof shall be due
and payable, on the Final Maturity Date.

(c) Each Competitive Bid Loan included in any Competitive Bid Borrowing shall
mature, and the principal amount thereof shall be due and payable, on the last
day of the Interest Period applicable to such Borrowing.

Section 2.07 . Interest  Rates.  (a) Each Base Rate Loan shall bear  interest on
the outstanding  principal amount thereof,  for each day from the date such Loan
is made until it  becomes  due,  at a rate per annum  equal to the Base Rate for
such day.  Such interest  shall be payable at maturity,  quarterly in arrears on
each Quarterly Date prior to maturity and, with respect to the principal  amount
of any Base Rate  Loan  converted  to a  Euro-Dollar  Loan,  on the date of such
conversion.  Any  overdue  principal  of or interest on any Base Rate Loan shall
bear  interest,  payable on demand,  for each day until paid at a rate per annum
equal to the sum of 1% plus the rate otherwise applicable to Base Rate Loans for
such day.
<PAGE>

(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus
the London Interbank Offered Rate applicable to such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

         "Euro-Dollar Margin" means a rate per annum equal to (x) for Revolving
Credit Loans, 0.135% and (y) for Term Loans, 0.26%.

         The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Reference Banks in the London interbank market at approximately
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period in an amount approximately equal to the principal amount of
the Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.

(c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear
interest,  payable on demand,  for each day until paid at a rate per annum equal
to the higher of (i) the sum of 1% plus the Euro-Dollar Margin for such day plus
the London  Interbank  Offered Rate  applicable to the Interest  Period for such
Loan  immediately  before  such  payment was due and (ii) the sum of 1% plus the
Euro-Dollar  Margin for such day plus the quotient  obtained (rounded upward, if
necessary,  to the next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per
annum at which one day (or, if such  amount due  remains  unpaid more than three
Euro-Dollar  Business  Days,  then for such other period of time not longer than
six  months  as  the  Agent  may  select)  deposits  in  dollars  in  an  amount
approximately  equal to such overdue  payment due to each of the Reference Banks
are  offered  to such  Reference  Bank in the  London  interbank  market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve  Percentage (or, if the circumstances  described in clause (a) or (b) of
Section  8.01 shall  exist,  at a rate per annum equal to the sum of 1% plus the
rate applicable to Base Rate Loans for such day).

(d) Subject to Section 8.01(b)(ii), each Competitive Bid LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if the related Competitive Bid LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Competitive Bid Margin quoted by the
Bank making such Loan in accordance with . Each Competitive Bid Absolute Rate
Loan shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the Competitive
Bid Absolute Rate quoted by the Bank making such Loan in accordance with . Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than three months, at intervals of three
months after the first day thereof. Any overdue principal of or interest on any
Competitive Bid Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 1% plus the Base Rate for such day.

<PAGE>

(e) The Agent shall determine each interest rate applicable to the Loans
hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

(f) Each Reference Bank agrees to use its best efforts to furnish quotations to
the Agent as contemplated by this Section. If any Reference Bank does not
furnish a timely quotation, the Agent shall determine the relevant interest rate
on the basis of the quotation or quotations furnished by the remaining Reference
Bank or Banks or, if none of such quotations is available on a timely basis, the
provisions of Section 8.01 shall apply.

Section  2.08 . Facility  Fee.  (a) The  Company  shall pay to the Agent for the
account of the Banks  ratably,  a facility  fee at the rate of 0.040% per annum.
Such facility fee shall accrue (i) from and including the Effective  Date to but
excluding  the  Termination   Date  (or  earlier  date  of  termination  of  the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether  used or unused) and (ii) from and including  the  Termination  Date or
such earlier date of  termination  to but  excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal amount of
the Loans.

(b) Payments. Accrued facility fees under this Section shall be payable
quarterly on each Quarterly Date, and upon the date of termination of the
Commitments in their entirety (and, if later, the date the Loans shall be repaid
in their entirety).

Section 2.09 . Termination or Reduction of Commitments. The Company may, upon at
least three  Domestic  Business  Days' notice to the Agent,  (i)  terminate  the
Commitments  at any  time,  if no Loans  are  outstanding  at such  time or (ii)
ratably  reduce from time to time by an aggregate  amount of  $25,000,000 or any
larger multiple  thereof,  the aggregate  amount of the Commitments in excess of
the  aggregate  outstanding  principal  amount  of  the  Loans.  Promptly  after
receiving a notice pursuant to this subsection, the Agent shall notify each Bank
of the contents thereof.

Section 2.10 . Scheduled Termination of Commitments. The Commitments shall
terminate on the Termination Date.

<PAGE>

Section  2.11 . Optional  Prepayments.  (a)  Subject in the case of  Euro-Dollar
Loans to Section 2.13,  the Borrower  may,  upon at least one Domestic  Business
Day's  notice  to the  Agent,  prepay  any  Group  of Base  Rate  Loans  (or any
Competitive Bid Borrowing  bearing interest at the Base Rate pursuant to Section
8.01(b)(ii))  or upon at least three  Euro-Dollar  Business  Days' notice to the
Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time,
or from time to time in part in amounts  aggregating  $15,000,000  or any larger
multiple of $1,000,000,  by paying the principal  amount to be prepaid  together
with accrued  interest  thereon to the date of  prepayment.  Each such  optional
prepayment  shall be applied to prepay  ratably the Loans of the  several  Banks
included in such Group (or Borrowing).

(b) Except as provided in subsection (a) above, the Borrower may not prepay all
or any portion of the principal amount of any Competitive Bid Loan prior to the
maturity thereof.

(c) Upon receipt of a notice of prepayment pursuant to this Section, the Agent
shall promptly notify each Bank of the contents thereof and of such Bank's
ratable share (if any) of such prepayment and such notice shall not thereafter
be revocable by the Borrower.

Section 2.12 . General  Provisions as to Payments.  (a) The Borrowers shall make
each payment of principal of, and interest on, the Loans and of fees  hereunder,
not later than 12:00 Noon (New York City time) on the date when due,  in Dollars
in Federal or other funds  immediately  available in New York City, to the Agent
at its address referred to in Section 11.01. The Agent will promptly  distribute
to each Bank its ratable  share of each such  payment  received by the Agent for
the account of the Banks.  Whenever any payment of principal of, or interest on,
the Base Rate  Loans or of fees  shall be due on a day  which is not a  Domestic
Business  Day,  the date for  payment  thereof  shall  be  extended  to the next
succeeding  Domestic  Business  Day.  Whenever any payment of  principal  of, or
interest  on,  the  Euro-Dollar  Loans  shall  be  due on a day  which  is not a
Euro-Dollar  Business Day, the date for payment thereof shall be extended to the
next succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business Day
falls in another  calendar  month,  in which case the date for  payment  thereof
shall be the next preceding  Euro-Dollar  Business Day.  Whenever any payment of
principal  of, or interest on, the  Competitive  Bid Loans shall be due on a day
which is not a Euro-Dollar  Business Day, the date for payment  thereof shall be
extended to the next  succeeding  Euro-Dollar  Business Day. If the date for any
payment of  principal is extended by  operation  of law or  otherwise,  interest
thereon shall be payable for such extended time.

         Unless the Agent shall have received notice from a Borrower prior to
the date on which any payment is due from such Borrower to the Banks 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
Bank on such due date an amount equal to the amount then due such Bank. If and
to the extent that such Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.
<PAGE>

Section 2.13 . Funding Losses. If a Borrower makes any payment of principal with
respect to any Fixed Rate Loan or any Fixed Rate Loan is converted (pursuant to
Article 2, 6 or 8 or otherwise) on any day other than the last day of an
Interest Period applicable thereto, or the last day of an applicable period
fixed pursuant to Section 2.07(c), or if a Borrower fails to borrow, prepay,
convert or continue any Fixed Rate Loans after notice has been given to any Bank
in accordance with Section 2.04(a), 2.11 or 2.18, such Borrower shall reimburse
each Bank on demand for any resulting loss or expense incurred by it (or by any
existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or conversion or failure to borrow, prepay, convert or continue,
provided that such Bank shall have delivered to the Borrower a certificate as to
the amount of such loss or expense, which certificate shall be conclusive in the
absence of manifest error.

Section 2.14 . Computation of Interest and Fees. Interest based on the Prime
Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). All other interest and all facility fees
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).

Section 2.15 . Judgment Currency. If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due from any Borrower hereunder or
under any of the Notes in Dollars into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase Dollars with such other currency at the
Agent's New York office on the Domestic Business Day preceding that on which
final judgment is given. The obligations of each Borrower in respect of any sum
due to any Bank or the Agent hereunder or under any Note shall, notwithstanding
any judgment in a currency other than Dollars, be discharged only to the extent
that on the Domestic Business Day following receipt by such Bank or the Agent
(as the case may be) of any sum adjudged to be so due in such other currency
such Bank or the Agent (as the case may be) may in accordance with normal
banking procedures purchase Dollars with such other currency; if the amount of
Dollars so purchased is less than the sum originally due to such Bank or the
Agent, as the case may be, in Dollars, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Bank or the Agent, as the
case may be, against such loss, and if the amount of Dollars so purchased
exceeds (a) the sum originally due to any Bank or the Agent, as the case may be,
and (b) any amounts shared with other Banks as a result of allocations of such
excess as a disproportionate payment to such Bank under Section 11.04, such Bank
or the Agent, as the case may be, agrees to remit such excess to the appropriate
Borrower.
<PAGE>

Section 2.16 . Foreign  Subsidiary  Costs. (a) If the cost to any Bank of making
or maintaining any Loan to an Eligible Subsidiary is increased, or the amount of
any sum received or receivable by any Bank (or its Applicable Lending Office) is
reduced by an amount  deemed by such Bank to be material,  by reason of the fact
that such Eligible  Subsidiary is  incorporated  in, or conducts  business in, a
jurisdiction  outside the United States, such Borrower shall indemnify such Bank
for such increased  costs or reduction  within 15 days after demand by such Bank
(with a copy to the Agent and the Company).  A certificate of such Bank claiming
compensation  under this subsection (b) and setting forth the additional  amount
or amounts to be paid to it  hereunder  shall be  conclusive  in the  absence of
manifest error.

(b) Each Bank will promptly notify the Company and the Agent of any event of
which it has knowledge that will entitle such Bank to additional interest or
payments pursuant to subsection (b) and will designate a different Applicable
Lending Office, if, in the judgment of such Bank, such designation will avoid
the need for, or reduce the amount of, such compensation and will not be
otherwise disadvantageous to such Bank.

     Section  2.17 .  Regulation  D  Compensation.  Each  Bank may  require  any
     Borrower  to pay,  contemporaneously  with each  payment of interest on the
     Euro-Dollar  Loans to such  Borrower,  additional  interest  on the related
     Euro-Dollar  Loan  to  such  Borrower  of such  Bank  at a rate  per  annum
     determined  by such Bank up to but not  exceeding  the excess of (i)(A) the
     applicable  London  Interbank  Offered  Rate  divided  by (B) one minus the
     Euro-Dollar  Reserve  Percentage over (ii) the applicable  London Interbank
     Offered  Rate.  Any Bank  wishing  to require  payment  of such  additional
     interest  (x) shall so notify such  Borrower  and the Agent,  in which case
     such additional  interest on the Euro-Dollar Loans to such Borrower of such
     Bank shall be payable to such Bank at the place  indicated  in such  notice
     with respect to each Interest Period  commencing at least three Euro-Dollar
     Business  Days after the giving of such  notice,  and (y) shall notify such
     Borrower  at least  five  Euro-Dollar  Business  Days prior to each date on
     which interest is payable on the Euro-Dollar  Loans to such Borrower of the
     amount then due it under this Section.

Section 2.18 . Method of Electing Interest Rates. (a) The Loans included in each
Committed Borrowing shall bear interest initially at the type of rate specified
by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the
Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject in each case to the provisions of
Article 8 and the last sentence of this subsection (a)), as follows:
<PAGE>


(i)      if such Loans are Base Rate Loans, the Borrower may elect to convert
         such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day and

(ii)     if such Loans are Euro-Dollar Loans, the Borrower may elect to convert
         such Loans to Base Rate Loans or elect to continue such Loans as
         Euro-Dollar Loans for an additional Interest Period, subject to Section
         2.12 in the case of any such conversion or continuation effective on
         any day other than the last day of the then current Interest Period
         applicable to such Loans.

         Each such election shall be made by delivering a notice (a "Notice of
Interest Rate Election") to the Agent not later than 11:00 A.M. (New York City
time) on the third Euro-Dollar Business Day before the conversion or
continuation selected in such notice is to be effective. A Notice of Interest
Rate Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such Notice applies, and the remaining portion to which it does not
apply, are each $15,000,000 or any larger multiple of $1,000,000. If no such
notice is timely received prior to the end of an Interest Period, the Borrower
shall be deemed to have elected that all Loans having such Interest Period be
converted to Base Rate Loans at the end of such Interest Period.

(b)      Each Notice of Interest Rate Election shall specify:

(i)      the Group of Loans (or portion thereof) to which such notice applies;

(ii)     the date on which the conversion or continuation selected in such
         notice is to be effective, which shall comply with the applicable
         clause of subsection (a) above;

(iii)    if the Loans comprising such Group are to be converted, the new type of
         Loans and, if the Loans being converted are to be Euro-Dollar Loans,
         the duration of the next succeeding Interest Period applicable thereto;
         and

(iv)     if such Loans are to be continued as Euro-Dollar Loans for an
         additional Interest Period, the duration of such additional Interest
         Period.

         Each Interest Period specified in a Notice of Interest Rate Election
shall comply with the provisions of the definition of Interest Period.
<PAGE>

(c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Agent shall promptly notify each Bank of
the contents thereof and such notice shall not thereafter be revocable by the
Borrower.

(d) An election by the Borrower to change or continue the rate of interest
applicable to any Group of Loans pursuant to this Section shall not constitute a
"Borrowing" subject to the provisions of Section 3.02.

     Section 2.19 . Increased  Commitments;  Additional Banks. (a) Subsequent to
     the  Effective  Date (but not more than twice in any  calendar  year),  the
     Company  may,  upon at least 30 days'  notice  to the  Agent  (which  shall
     promptly  provide a copy of such notice to the Banks),  propose to increase
     the  aggregate  amount  of the  Commitments  by an  amount  which  (i) is a
     multiple of $50,000,000 and (ii) when combined with
     the  aggregate  amount  by which  the  Commitments  have  theretofore  been
     increased pursuant to this Section 2.19, does not exceed  $275,000,000 (the
     amount of any such increase, the "Increased Commitments"); provided that no
     Default  shall have  occurred  and be  continuing.  Each Bank party to this
     Agreement  at such time  shall have the right  (but no  obligation),  for a
     period of 15 days following  receipt of such notice,  to elect by notice to
     the Company and the Agent to increase its Commitment by a principal  amount
     which  bears  the  same  ratio  to the  Increased  Commitments  as its then
     Commitment bears to the aggregate Commitments then existing.

(b) If any Bank party to this Agreement shall not elect to increase its
Commitment pursuant to subsection (a) of this Section, the Company may, within
10 days of the Banks' response, designate one or more of the existing Banks or
other financial institutions acceptable to the Agent and the Company (which
consent of the Agent shall not be unreasonably withheld) which at the time agree
to (i) in the case of any such Person that is an existing Bank, increase its
Commitment and (ii) in the case of any other such Person (an "Additional Bank"),
become a party to this Agreement, provided that the Commitment of such
Additional Bank is not less than $25,000,000. The sum of the increases in the
Commitments of the existing Banks pursuant to this subsection (b) plus the
Commitments of the Additional Banks shall not in the aggregate exceed the
unsubscribed amount of the Increased Commitments.

(c) An increase in the aggregate amount of the Commitments pursuant to this
Section 2.19 shall become effective upon the receipt by the Agent of an
agreement in form and substance satisfactory to the Agent signed by the Company,
by each Additional Bank and by each other Bank whose Commitment is to be
increased, setting forth the new Commitments of such Banks and setting forth the
agreement of each Additional Bank to become a party to this Agreement and to be
bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Company with respect to
the Increased Commitments and such opinions of counsel for the Company with
respect to the Increased Commitments as the Agent may reasonably request.
<PAGE>

(d) Upon any increase in the aggregate amount of the Commitments pursuant to
this Section 2.19 that is not a pro rata amount among all Banks, within five
Domestic Business Days, in the case of any Group of Base Rate Loans then
outstanding, and at the end of the then current Interest Period with respect
thereto, in the case of any Group of Euro-Dollar Loans then outstanding, the
relevant Borrower shall prepay such Group in its entirety and, to the extent
such Borrower elects to do so and subject to the conditions specified in Article
3, such Borrower shall reborrow Committed Loans from the Banks in proportion to
their respective Commitments after giving effect to such increase, until such
time as all outstanding Committed Loans are held by the Banks in such
proportion.

                                   Article 3
                                   CONDITIONS

Section 3.01 . Effectiveness. This Agreement shall become effective on the date
that each of the following conditions shall have been satisfied (or waived in
accordance with Section 11.05):

(a) receipt by the Agent of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart shall
not have been received, receipt by the Agent in form satisfactory to it of
telegraphic, telex, facsimile transmission or other written confirmation from
such party of execution of a counterpart hereof by such party);

(b) receipt by the Agent of an opinion of the General Counsel of the Company (or
other counsel for the Company reasonably satisfactory to the Agent),
substantially in the form of Exhibit E hereto and covering such additional
matters relating to the transactions contemplated hereby as the Required Banks
may reasonably request;

(c) receipt by the Agent of an opinion of Davis Polk & Wardwell, special counsel
for the Agent, substantially in the form of Exhibit F hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;

(d) receipt by the Agent of all documents it may reasonably request relating to
the existence of the Company, the corporate authority for and the validity of
this Agreement and the Notes, and any other matters relevant hereto, all in form
and substance satisfactory to the Agent; and

(e) receipt by the Agent of evidence satisfactory to it of the payment of all
principal and interest on any loans outstanding under, and of all other amounts
payable under, the Existing Credit Agreement;
<PAGE>

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied no later than
October 15, 2002. The Agent shall promptly notify the Company and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto. The Banks that are parties to the Existing Credit Agreement,
comprising the "Required Banks" as defined in the Existing Credit Agreement, and
the Company agree to eliminate the requirement under Section 2.09 of the
Existing Credit Agreement that notice of optional termination of the commitments
thereunder be given three Domestic Business Days in advance, and further agree
that the commitments under the Existing Credit Agreement shall terminate in
their entirety simultaneously with and subject to the effectiveness of this
Agreement and that the Company shall be obligated to pay the accrued facility
fees thereunder to but excluding the date of such effectiveness.

Section 3.02 . Borrowings. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

(a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or
2.03, as the case may be;

(b) the fact that, immediately after such Borrowing, the aggregate outstanding
principal amount of the Loans will not exceed the aggregate amount of the
Commitments;

(c) the fact that, immediately before and after such Borrowing, no Default shall
have occurred and be continuing; and

(d) the fact that the representations and warranties of the Company and the
Borrower (if other than the Company) contained in this Agreement (except for the
representations and warranties set forth in Sections 4.05 and 4.07 as to any
matter which has theretofore been disclosed in writing by the Company to the
Banks) shall be true in all material respects on and as of the date of such
Borrowing.

         Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Company and the Borrower (if other than the Company) on the date
of such Borrowing as to the facts specified in clauses (b), (c) and (d) of this
Section.

Section 3.03 . First Borrowing by Each Eligible Subsidiary. The obligation of
each Bank to make a Loan on the occasion of the first Borrowing by each Eligible
Subsidiary is subject to the satisfaction of the following further conditions:

(a) receipt by the Agent of an opinion of counsel for such Eligible Subsidiary
acceptable to the Agent, substantially in the form of Exhibit I hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request; and
<PAGE>

(b) receipt by the Agent of all documents which it may reasonably request
relating to the existence of such Eligible Subsidiary, the corporate authority
for and the validity of the Election to Participate of such Eligible Subsidiary,
this Agreement and the Notes of such Eligible Subsidiary, and any other matters
relevant thereto, all in form and substance satisfactory to the Agent.

         The documents referred to in this Section 3.03 shall be delivered to
the Agent by an Eligible Subsidiary no later than the date of the first
Borrowing by such Eligible Subsidiary.

                                  Article 4
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants that:

Section 4.01 . Corporate Existence and Power. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of Delaware,
and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

Section 4.02 . Corporate and Governmental Authorization; Contravention. The
execution, delivery and performance by the Company of this Agreement and its
Notes are within the Company's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company
or result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries.

Section 4.03 . Binding Effect. This Agreement constitutes a valid and binding
agreement of the Company and its Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Company, in each case enforceable in accordance with their respective terms
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

Section 4.04 . Financial Information. (a) The
consolidated balance sheet of the Company and its Consolidated Subsidiaries as
of December 31, 2001 and the related consolidated statements of income and cash
flows for the fiscal year then ended, reported on by KPMG LLP and set forth in
the Company's Annual Report to Shareholders for 2001 incorporated by reference
in the Company's 2001 Form 10-K, a copy of which has been delivered to each of
the Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.
<PAGE>

(b) The unaudited consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of June 30, 2002 and the related unaudited consolidated
statements of income and cash flows for the six months then ended, set forth in
the Company's Latest Form 10-Q, a copy of which has been delivered to each of
the Banks, fairly present, on a basis consistent with the financial statements
referred to in subsection (a) of this Section, the consolidated financial
position of the Company and its Consolidated Subsidiaries as of such date and
their consolidated results of operations and cash flows for such six-month
period (subject to normal year-end adjustments).

Section 4.05 . No Material Adverse Change. Since June 30, 2002, there has been
no material adverse change in the business, operations or financial condition of
the Company and its Consolidated Subsidiaries, considered as a whole.

 Section 4.06 .  Compliance  with ERISA.  Each member of the ERISA Group has
fulfilled its obligations  under the minimum funding  standards of ERISA and the
Internal  Revenue  Code with  respect to each Plan and is in  compliance  in all
material  respects  with the  presently  applicable  provisions of ERISA and the
Internal  Revenue Code with  respect to each Plan.  No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal  Revenue  Code  in  respect  of any  Plan,  (ii)  failed  to  make  any
contribution or payment to any Plan or  Multiemployer  Plan or in respect of any
Benefit  Arrangement,  or made any amendment to any Plan or Benefit Arrangement,
if such failure or amendment has resulted, or there is a reasonable  possibility
that it could  result,  in the  imposition of a Lien or the posting of a bond or
other  security  under ERISA or the Internal  Revenue Code or (iii) incurred any
liability  under  Title  IV of  ERISA  other  than a  liability  to the PBGC for
premiums under Section 4007 of ERISA.

Section 4.07 . Litigation. Except as disclosed in the Company's 2001 Form 10-K
and the Company's Latest Form 10-Q, there is no action, suit, investigation or
proceeding pending against, or to the knowledge of the Company threatened
against or affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the business, operations or financial condition of the Company and its
Consolidated Subsidiaries, taken as a whole, or which in any manner draws into
question the validity of this Agreement or the Notes.
<PAGE>

Section 4.08 . Taxes. The Company has filed (or has obtained extensions of the
time by which it is required to file) all United States federal income tax
returns and all other material tax returns required to be filed by it and has
paid all taxes shown due on the returns so filed as well as all other material
taxes, assessments and governmental charges which have become due, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided.

Section 4.09 . Full Disclosure. All information heretofore furnished by the
Company to the Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Company to the Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
stated or certified. The Company has disclosed to the Banks in writing any and
all facts which materially and adversely affect or may affect (to the extent the
Company can now reasonably foresee), the business, operations or financial
condition of the Company and its Consolidated Subsidiaries, taken as a whole, or
the ability of the Company to perform its obligations under this Agreement.

                                    Article 5
                                    COVENANTS

         The Company agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

Section 5.01.  Information.  The Company will deliver to each of the Banks:

(a) as soon as available and in any event within 90 days after the end of each
fiscal year of the Company, a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and the related
consolidated statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all reported on in a manner acceptable to the Securities and Exchange Commission
by KPMG LLP or other independent public accountants of nationally recognized
standing;

     (b) as soon as  available  and in any event within 45 days after the end of
     each of the first three quarters of each fiscal year of the Company,  (i) a
     consolidated balance sheet of the Company and its Consolidated Subsidiaries
     as of the end of such quarter, (ii) the related consolidated  statements of
     income for such  quarter and for the portion of the  Company's  fiscal year
     ended  at the  end of such  quarter  and  (iii)  the  related  consolidated
     statement of cash flows for the portion of the Company's  fiscal year ended
     at the end of such  quarter,  setting  forth  in cases  (ii)  and  (iii) in
     comparative  form  the  figures  for  the  corresponding  quarter  and  the
     corresponding  portion of the Company's previous fiscal year, all certified
     (subject to normal year-end  adjustments)  as to fairness of  presentation,
     generally  accepted  accounting  principles  and  consistency  by the chief
     financial officer or the principal accounting officer of the Company;
<PAGE>

(c)  simultaneously  with the delivery of each set of financial  statements
referred to in clauses (a) and (b) above, a certificate  of the chief  financial
officer or the principal  accounting officer of the Company (i) setting forth in
reasonable detail the calculations required to establish whether the Company was
in  compliance  with  the  requirements  of  Section  5.05  on the  date of such
financial  statements and (ii) stating  whether there exists on the date of such
certificate  any Default  and, if any Default  then  exists,  setting  forth the
details  thereof and the action  which the Company is taking or proposes to take
with respect thereto;

(d)  simultaneously  with the delivery of each set of financial  statements
referred to in clause (a) above, a statement of the firm of  independent  public
accountants  which reported on such statements (i) stating whether  anything has
come to their  attention to cause them to believe that there existed on the date
of such statements any Default and (ii) confirming the calculations set forth in
the officer's certificate delivered  simultaneously therewith pursuant to clause
(c) above;

(e) forthwith upon the occurrence of any Default, a certificate of the chief
financial officer or the principal accounting officer of the Company setting
forth the details thereof and the action which the Company is taking or proposes
to take with respect thereto;

(f) promptly upon the mailing thereof to the shareholders of the Company
generally, copies of all financial statements, reports and proxy statements so
mailed;

(g) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration statements on Form S-8 or
its equivalent) and annual, quarterly or monthly reports which the Company shall
have filed with the Securities and Exchange Commission;

     (h) if and when any member of the ERISA  Group (i) gives or is  required to
give notice to the PBGC of any "reportable event" (as defined in Section 4043 of
ERISA) with respect to any Plan which might reasonably  constitute grounds for a
termination  of such  Plan  under  Title IV of  ERISA,  or  knows  that the plan
administrator  of any Plan has given or is  required  to give notice of any such
reportable  event,  a copy of the  notice  of such  reportable  event  given  or
required to be given to the PBGC;  (ii)  receives  notice of complete or partial
withdrawal  liability  under Title IV of ERISA or notice that any  Multiemployer
Plan is in reorganization,  is insolvent or has been terminated,  a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate,  impose  liability  (other than for premiums under Section 4007 of
ERISA) in respect  of, or appoint a trustee to  administer  any Plan,  a copy of
such notice;  or (iv) fails to make any payment or  contribution  to any Plan or
Multiemployer  Plan or in  respect  of any  Benefit  Arrangement  or  makes  any
amendment to any Plan or Benefit  Arrangement,  if such failure or amendment has
resulted,  or there is a reasonable  possibility  that it could  result,  in the
imposition of a Lien or the posting of a bond or other  security  under ERISA or
the Internal  Revenue Code, a certificate of the chief  financial  officer,  the
principal  accounting  officer or the  treasurer  of the Company  setting  forth
details  as to  such  occurrence  and  action,  if any,  which  the  Company  or
applicable member of the ERISA Group is required or proposes to take;
<PAGE>

(i) promptly upon any change in the rating by Standard & Poor's Ratings Services
or Moody's Investors Service, Inc. of the Company's outstanding public senior
unsecured long-term debt securities or the Company's outstanding commercial
paper, a notice reporting such change and stating the date on which such change
was announced by the relevant rating agency; and

(j) from time to time such additional information regarding the business,
operations or financial condition of the Company and its Subsidiaries as the
Agent, at the request of any Bank, may reasonably request.

         Information required to be delivered pursuant to clauses 5.01(a),
5.01(b), 5.01(f) or 5.01(g) above shall be deemed to have been delivered on the
date on which the Company provides notice to the Banks that such information has
been filed with the Securities and Exchange Commission and is available at
www.sec.gov. Such notice may be included in a certificate delivered pursuant to
clause 5.01(c); provided that the Company shall deliver paper copies of the
information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or 5.01(g) to any
Bank which specifically requests such delivery.

Section 5.02 . Maintenance of Property; Insurance. The Company will keep, and
will cause each Subsidiary to keep, all property useful and necessary in its
business in good working order and condition, ordinary wear and tear excepted;
will maintain, and will cause each Subsidiary to maintain (either in the name of
the Company or in such Subsidiary's own name) with financially sound and
reputable insurance companies, insurance on all their property in at least such
amounts and against at least such risks as are usually insured against in the
same general area by companies of established repute engaged in the same or a
similar business; and will furnish to the Banks, upon written request from the
Agent, such information as may be reasonably requested as to the insurance
carried.

Section 5.03 . Conduct of Business and Maintenance of Existence. The Company
will preserve, renew and keep in full force and effect its corporate existence
and its rights, privileges and franchises necessary or desirable in the normal
conduct of business.

<PAGE>
Section 5.04 . Compliance with Laws. The Company will comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, ERISA and the rules and regulations thereunder)
except where the necessity of compliance therewith is contested in good faith by
appropriate proceedings.

Section 5.05 . Earnings to Interest Expense Ratio. At the end of each fiscal
quarter of the Company, the ratio of (x) Consolidated Earnings Before Interest
and Taxes for the four fiscal quarters then ended to (y) Gross Interest Expense
for the four fiscal quarters then ended will not be less than 6.50:1.

Section 5.06 . Negative Pledge. Neither the Company nor any Subsidiary will
create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:

(a) Liens existing on the date hereof securing Debt outstanding on the date
hereof in an aggregate principal amount not exceeding $25,000,000;

(b) any Lien existing on any asset of any corporation at the time such
corporation becomes a Subsidiary and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such asset, provided that
such Lien attaches to such asset concurrently with or within 90 days after the
acquisition thereof;

(d) any Lien on any asset of any corporation existing at the time such
corporation is merged or consolidated with or into the Company or a Subsidiary
and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by the
Company or a Subsidiary and not created in contemplation of such acquisition;

(f) any Lien arising out of the refinancing, extension, renewal or refunding of
any Debt secured by any Lien permitted by any of the foregoing clauses of this
Section, provided that such Debt is not increased and is not secured by any
additional assets;

(g) any Lien arising pursuant to any order of attachment or similar legal
process arising in connection with court proceedings so long as the execution or
other enforcement thereof is effectively stayed and the claims secured thereby
are being contested in good faith by appropriate proceedings;

(h) Liens incidental to the conduct of its business or the ownership of its
assets which (i) do not secure Debt or Derivatives  Obligations  and (ii) do not
in the aggregate  materially  detract from the value of its assets or materially
impair the use thereof in the operation of its business;
<PAGE>

(i) Liens on cash and cash equivalents securing Derivatives Obligations,
provided that the aggregate amount of cash and cash equivalents subject to such
Liens may at no time exceed $25,000,000; and

(j) Liens not otherwise permitted by the foregoing clauses of this Section
securing Debt in an aggregate principal amount at any time outstanding not to
exceed 5% of Consolidated Assets.

Section  5.07 .  Consolidations,  Mergers and Sales of Assets.  The Company
will not (i)  consolidate  or merge with or into any other  Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, all or substantially all of
the assets of the Company and its  Subsidiaries,  taken as a whole, to any other
Person; provided that the Company may merge with a Subsidiary if (A) the Company
is the corporation surviving such merger and (B) immediately after giving effect
to such merger, no Default shall have occurred and be continuing.

Section 5.08 . Material Subsidiary Cash Flow. The Company will not, and will not
permit any Material Subsidiary to, enter into any arrangement which restricts
the ability of any Material Subsidiary, directly or indirectly, to make funds
available to the Company, whether by way of dividend or other distribution,
advance or otherwise.

Section 5.09 . Use of Proceeds. The proceeds of Loans hereunder will be used by
the Borrowers for their general corporate purposes, including without
limitation, any purchase, redemption, retirement or acquisition of outstanding
shares of capital stock of the Company ("Stock Repurchases"). Except for
permitted Stock Repurchases referred to in the immediately preceding sentence,
none of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any "margin
stock" within the meaning of Regulation U.

                                    Article 6
                                    DEFAULTS

Section 6.01 . Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing: (a) any principal
of any Loan shall not be paid when due, or any interest, any fees or any other
amount payable hereunder shall not be paid within five days of the due date
thereof;

(b) the Company shall fail to observe or perform any covenant contained in
Sections 5.05 to 5.09, inclusive;

(c) any Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a) or (b)
above) for 30 days after written notice thereof has been given to the Company by
the Agent at the request of any Bank;
<PAGE>

(d) any representation, warranty, certification or statement made or deemed to
have been made by any Borrower in this Agreement or in any certificate,
financial statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect in any material respect when made (or deemed made);

(e) the Company or any Subsidiary shall fail to make any payment in respect of
any Material Debt or any Material Financial Obligations when due or within any
applicable grace period;

(f) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt or enables (or, with the giving of notice or lapse
of time or both, would enable) the holder of such Debt or any Person acting on
such holder's behalf to accelerate the maturity thereof;

(g) the Company or any Material Subsidiary shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

(h) an involuntary case or other proceeding shall be commenced against the
Company or any Material Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company or any Material Subsidiary under the
federal bankruptcy laws as now or hereafter in effect;

(i) any member of the ERISA Group shall fail to pay when due (including any
approved extensions) an amount or amounts aggregating in excess of $50,000,000
which it shall have become liable to pay under Title IV of ERISA; or notice of
intent to terminate a Material Plan shall be filed under Title IV of ERISA by
any member of the ERISA Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or to cause a trustee to be appointed to administer any
Material Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or a
default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one
or more Multiemployer Plans which could cause one or more members of the ERISA
Group to incur a current payment obligation in excess of $50,000,000;
<PAGE>

(j) a judgment or order for the payment of money in excess of $50,000,000 shall
be rendered against the Company or any Material Subsidiary and such judgment or
order shall continue unsatisfied and unstayed for a period of 30 days; or

(k) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of
the outstanding shares of voting stock of the Company; or, during any two-year
period, the individuals who were serving on the board of directors of the
Company at the beginning of such period or who were nominated for election or
elected to such board during such period with the affirmative vote of at least
two-thirds of such individuals still in office cease to constitute a majority of
such board;

then, and in every such event, the Agent shall (i) if
requested by Banks having more than 50% in aggregate amount of the Commitments,
by notice to the Company terminate the Commitments and they shall thereupon
terminate, and (ii) if requested by Banks holding more
than 50% of the aggregate unpaid principal amount of the Loans, by notice to the
Company declare the Loans (together with accrued interest thereon and all
accrued fees and other amounts payable by any Borrower hereunder) to be, and the
Loans shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Borrower; provided that in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to any Borrower, without any
notice to any Borrower or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon and all accrued fees and other amounts payable by any Borrower
hereunder) shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Borrower.

Section 6.02 . Notice of Default. The Agent shall give notice to the Company
under Section 6.01(c) promptly upon being requested to do so by any Bank and
shall thereupon notify all the Banks thereof.
<PAGE>

                                    Article 7
                                    THE AGENT

Section 7.01 . Appointment and Authorization. Each Bank irrevocably appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Agent by the terms
hereof or thereof, together with all such powers as are reasonably incidental
thereto.

Section 7.02 . Agent and Affiliates. JPMorgan Chase Bank shall have the same
rights and powers under this Agreement as any other Bank and may exercise or
refrain from exercising the same as though it were not the Agent, and JPMorgan
Chase Bank and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with any Borrower or any Subsidiary or
affiliate of any Borrower as if it were not the Agent hereunder.

Section 7.03 . Action by Agent. The obligations of the Agent hereunder are only
those expressly set forth herein. Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

Section 7.04 . Consultation with Experts. The Agent may consult with legal
counsel (who may be counsel for any Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

Section  7.05 .  Liability  of  Agent.  Neither  the  Agent  nor any of its
affiliates nor any of their respective directors,  officers, agents or employees
shall be liable for any action taken or not taken by it in  connection  herewith
(i) with the consent or at the request of the Required  Banks (or when expressly
required  hereby,  all  the  Banks)  or  (ii) in the  absence  of its own  gross
negligence or willful  misconduct.  Neither the Agent nor any of its  affiliates
nor any of their respective  directors,  officers,  agents or employees shall be
responsible  for or have any duty to  ascertain,  inquire into or verify (i) any
statement,  warranty or representation made in connection with this Agreement or
any  borrowing  hereunder;  (ii) the  performance  or  observance  of any of the
covenants or agreements of any Borrower; (iii) the satisfaction of any condition
specified in Article 3, except  receipt of items required to be delivered to the
Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the
Notes or any other instrument or writing furnished in connection  herewith.  The
Agent  shall not incur any  liability  by acting in  reliance  upon any  notice,
consent,  certificate,  statement,  or other writing  (which may be a bank wire,
telex,  facsimile  transmission or similar writing) believed by it to be genuine
or to be signed by the proper party or parties.  Without limiting the generality
of the  foregoing,  the use of the term "agent" in this Agreement with reference
to the Agent is not  intended  to connote  any  fiduciary  or other  implied (or
express)  obligations  arising  under  agency  doctrine of any  applicable  law.
Instead,  such term is used merely as a matter of market  custom and is intended
to create or reflect only an  administrative  relationship  between  independent
contracting parties.
<PAGE>

Section 7.06 . Indemnification. Each Bank shall, ratably in accordance with its
Commitment, indemnify the Agent, its affiliates and their respective directors,
officers, agents and employees (to the extent not reimbursed by the Borrowers)
against any cost, expense (including counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees'
gross negligence or willful misconduct) that such indemnitees may suffer or
incur in connection with its role as Agent hereunder or any action taken or
omitted by such indemnitees in connection therewith.

Section 7.07 . Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, 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 any action under this Agreement.

Section 7.08 . Successor Agent. The Agent may resign at any time by giving
notice thereof to the Banks and the Company. Upon any such resignation, the
Required Banks shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $500,000,000. Upon the acceptance of
its appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

Section 7.09 . Agent's Fee. The Company shall pay to the Agent for its own
account fees in the amounts and at the times previously agreed upon between the
Company and the Agent.
<PAGE>
                                    Article 8
                             CHANGE IN CIRCUMSTANCES

Section 8.01. Basis for Determining  Interest Rate Inadequate or Unfair. If
on or prior to the  first day of any  Interest  Period  for any Fixed  Rate
Loans:

(a) the Agent is advised by the Reference Banks that deposits in dollars (in the
applicable amounts) are not being offered to the Reference Banks in the London
Interbank market for such Interest Period, or

(b) in the case of a Euro-Dollar Borrowing, Banks having 50% or more of the
aggregate amount of the Commitments advise the Agent that the London Interbank
Offered Rate as determined by the Agent will not adequately and fairly reflect
the cost to such Banks of funding their Euro-Dollar Loans for such Interest
Period, the Agent shall forthwith give notice thereof to the Borrowers and the
Banks, whereupon until the Agent notifies the Borrowers that the circumstances
giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans or to continue or convert
outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each
outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless a
Borrower notifies the Agent at least one Domestic Business Day before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Competitive Bid
LIBOR Borrowing, the Competitive Bid LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

Section 8.02 . Illegality. If, on or after the date hereof, the adoption of any
applicable law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for any Bank (or its Euro-Dollar Lending Office)
to make, maintain or fund its Euro-Dollar Loans to any Borrower and such Bank
shall so notify the Agent, the Agent shall forthwith give notice thereof to the
other Banks and such Borrower, whereupon until such Bank notifies such Borrower
and the Agent that the circumstances giving rise to such suspension no longer
exist, the obligation of such Bank to make Euro-Dollar Loans to such Borrower,
or to convert outstanding Loans into Euro-Dollar Loans, shall be suspended.
Before giving any notice to the Agent pursuant to this Section, such Bank shall
designate a different Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Bank, be
<PAGE>
otherwise disadvantageous to such Bank. If such notice is given, each such
Euro-Dollar Loan of such Bank then outstanding shall be converted to a Base Rate
Loan either (a) on the last day of the then current Interest Period applicable
to such Euro-Dollar Loan if such Bank may lawfully continue to maintain and fund
such Loan to such day or (b) immediately if such Bank shall determine that it
may not lawfully continue to maintain and fund such Loan to such day.

Section 8.03 . Increased  Cost and Reduced  Return.  (a) If on or after (x)
the date hereof,  in the case of any  Committed  Loan or any  obligation to make
Committed  Loans or (y) the date of the related  Competitive  Bid Quote,  in the
case of any  Competitive  Bid Loan, the adoption of any applicable  law, rule or
regulation,  or any change in any  applicable  law, rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Bank (or its  Applicable  Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency, shall impose,  modify
or  deem  applicable  any  reserve  (including,  without  limitation,  any  such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding with respect to any Euro-Dollar Loan any such requirement with respect
to which such Bank is  entitled to  compensation  during the  relevant  Interest
Period under Section 2.17),  special  deposit,  insurance  assessment or similar
requirement  against  assets of,  deposits with or for the account of, or credit
extended by, any Bank (or its Applicable  Lending Office) or shall impose on any
Bank (or its Applicable  Lending Office) or on the London  interbank  market any
other condition  affecting its Fixed Rate Loans,  its Notes or its obligation to
make Fixed Rate Loans and the result of any of the  foregoing is to increase the
cost to such Bank (or its  Applicable  Lending  Office) of making or maintaining
any Fixed Rate Loan,  or to reduce the amount of any sum received or  receivable
by such Bank (or its  Applicable  Lending  Office) under this Agreement or under
its Note with respect thereto,  by an amount deemed by such Bank to be material,
then,  within 15 days after demand by such Bank (with a copy to the Agent),  the
Company  shall pay to such  Bank  such  additional  amount  or  amounts  as will
compensate such Bank for such increased cost or reduction.

(b) If any Bank shall have determined that, on or after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity of
<PAGE>
one year or less, which shall be deemed to be a change in the interpretation and
administration of such requirements), has or would have the effect of reducing
the rate of return on capital of such Bank (or its Parent) as a consequence of
such Bank's obligations hereunder to a level below that which such Bank (or its
Parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time, within 15
days after demand by such Bank (with a copy to the Agent), the Company shall pay
to such Bank such additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

(c) Each Bank will promptly notify the Company and the Agent of any event of
which it has knowledge, occurring on or after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

Section  8.04 . Taxes.  (a) For the  purposes  of this  Section  8.04,  the
following terms have the following meanings:

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions,  charges or withholdings with respect to any payment by any Borrower
or the Company pursuant to this Agreement or under any Note, and all liabilities
with  respect  thereto,  excluding  (i) in the case of each Bank and the  Agent,
taxes imposed on its income,  and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Bank or the Agent (as the case may be)
is organized or in which its  principal  executive  office is located or, in the
case of each Bank, in which its Applicable Lending Office is located and (ii) in
the case of each  Bank,  any  United  States  withholding  tax  imposed  on such
payments,  but only up to the rate (if any) at which United  States  withholding
tax would  apply to such  payments  to such  Bank at the time  such  Bank  first
becomes a party to this Agreement.

         "Other Taxes" means any present or future stamp or documentary taxes
and any other excise or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or under any Note or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note.

(b) Any and all payments by any Borrower or the Company to or for the account of
any Bank or the Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; provided that, if any Borrower or the
Company shall be required by law to deduct any Taxes or Other Taxes from any
<PAGE>
such payments,  (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this Section) such Bank 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)  any  Borrower  or the  Company  shall  make  such
deductions, (iii) any Borrower or the Company shall pay the full amount deducted
to the  relevant  taxation  authority  or other  authority  in  accordance  with
applicable  law and (iv) any Borrower or the Company shall furnish to the Agent,
at its address referred to in Section 11.01, the original or a certified copy of
a receipt evidencing payment thereof.

(c) The Company agrees to indemnify each Bank and the Agent for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section)
paid by such Bank 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 paid within 15 days after such Bank or the Agent
(as the case may be) makes demand therefor.

(d) Each Bank 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 Bank listed on the signature pages hereof and on or prior to
the date on which it becomes a Bank in the case of each other Bank, and from
time to time thereafter if requested in writing by the Company (but only so long
as such Bank remains lawfully able to do so), shall provide the Company and the
Agent with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or
any successor form prescribed by the Internal Revenue Service, or certifying
that the income receivable pursuant to this Agreement is effectively connected
with the conduct of a trade or business in the United States.

(e) For any period with respect to which a Bank has failed to provide the
Company or the Agent with the appropriate form pursuant to Section 8.04(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be
provided), such Bank shall not be entitled to indemnification under Section
8.04(b) or 8.04(c) with respect to Taxes imposed by the United States; provided
that if a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrowers shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

(f) If any Borrower or the Company is required to pay additional amounts to
or for the  account of any Bank  pursuant to this  Section,  then such Bank will
change the jurisdiction of its Applicable  Lending Office if, in the judgment of
such Bank, such change (i) will eliminate or reduce any such additional  payment
which may thereafter  accrue and (ii) is not otherwise  disadvantageous  to such
Bank.

<PAGE>

Section 8.05 . Base Rate Loans Substituted for Affected Fixed Rate Loans. If (i)
the obligation of any Bank to make Euro-Dollar Loans to any Borrower has been
suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
under Section 8.03(a) or 8.04 with respect to its Euro-Dollar Loans and a
Borrower shall, by at least three Euro-Dollar Business Days' prior notice to
such Bank through the Agent, have elected that the provisions of this Section
shall apply to such Bank, then, unless and until such Bank notifies such
Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:

(a) all Loans to such Borrower which would otherwise be made by such Bank as
Euro-Dollar Loans shall be made instead as Base Rate Loans (on which interest
and principal shall be payable contemporaneously with the related Euro-Dollar
Loans of the other Banks), and

(b) after each of its Euro-Dollar Loans to such Borrower has been repaid, all
payments of principal which would otherwise be applied to repay such Euro-Dollar
Loans shall be applied to repay its Base Rate Loans to such Borrower instead.

         If such Bank notifies the Company that the circumstances giving rise to
such notice no longer apply, the principal amount of each such Base Rate Loan
shall be converted into a Euro-Dollar Loan on the first day of the next
succeeding Interest Period applicable to the related Euro-Dollar Loans of the
other Banks.

                                   Article 9
            REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES

         Each Eligible Subsidiary shall be deemed by the execution and delivery
of its Election to Participate to have represented and warranted as of the date
thereof that:

Section 9.01 . Corporate Existence and Power. It is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as then conducted.

Section 9.02 . Corporate and Governmental Authorization; Contravention. The
execution and delivery by it of its Election to Participate and its Notes, and
the performance by it of this Agreement and its Notes, are within its corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of its certificate of incorporation or by-laws
or of any agreement, judgment, injunction, order, decree or other instrument
<PAGE>

binding upon the Company or such Eligible Subsidiary or result in the creation
or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

Section 9.03 . Binding Effect. This Agreement constitutes a valid and binding
agreement of such Eligible Subsidiary and its Notes, when executed and delivered
in accordance with this Agreement, will constitute valid and binding obligations
of such Eligible Subsidiary, in each case enforceable in accordance with their
respective terms except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general principles of
equity.

Section 9.04 . Taxes. Except as disclosed to the Banks in writing prior to the
delivery of such Election to Participate, there is no income, stamp or other tax
of any country, or any taxing authority thereof or therein, imposed by or in the
nature of withholding or otherwise, which is imposed on any payment to be made
by such Eligible Subsidiary pursuant hereto or on its Notes, or is imposed on or
by virtue of the execution, delivery or enforcement of its Election to
Participate, this Agreement or its Notes.

                                   Article 10
                                    GUARANTY

Section 10.01 . The Guaranty. The Company hereby unconditionally guarantees the
full and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Loan made to any Eligible
Subsidiary pursuant to this Agreement, and the full and punctual payment of all
other amounts payable by any Eligible Subsidiary under this Agreement. Upon
failure by any Eligible Subsidiary to pay punctually any such amount, the
Company shall forthwith on demand pay the amount not so paid at the place and in
the manner specified in this Agreement.

Section 10.02 . Guaranty Unconditional. The obligations of the Company hereunder
shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

(i)      any extension, renewal, settlement, compromise, waiver or release in
         respect of any obligation of any Eligible Subsidiary under this
         Agreement or any Note, by operation of law or otherwise;

(ii)     any modification or amendment of or supplement to this Agreement or any
         Note;

(iii)    any release, impairment, non-perfection or invalidity of any direct or
         indirect security for any obligation of any Eligible Subsidiary under
         this Agreement or any Note;
<PAGE>

(iv)     any change in the corporate existence, structure or ownership of any
         Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or
         other similar proceeding affecting any Eligible Subsidiary or its
         assets, or any resultant release or discharge of the obligations of any
         Eligible Subsidiary hereunder or under any Note;

(v)      the existence of any claim, set-off or other rights which the Company
         may have at any time against any Eligible Subsidiary, the Agent, any
         Bank or any other Person, whether in connection herewith or any
         unrelated transactions, provided that nothing herein shall prevent the
         assertion of any such claim by separate suit or compulsory
         counterclaim;

(vi)     any invalidity or unenforceability relating to or against any Eligible
         Subsidiary for any reason of this Agreement or any Note, or any
         provision of applicable law or regulation purporting to prohibit the
         payment by any Eligible Subsidiary of the principal of or interest on
         any Note or any other amount payable by it under this Agreement; or

(vii)    any other act or omission to act or delay of any kind by any Eligible
         Subsidiary, the Agent, any Bank or any other Person or any other
         circumstance whatsoever which might, but for the provisions of this
         paragraph, constitute a legal or equitable discharge of or defense to
         the Company's obligations hereunder.

Section 10.03 . Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances. The Company's obligations hereunder shall remain in full force
and effect until the Commitments shall have terminated and the principal of and
interest on the Loans and all other amounts payable by the Company and each
Eligible Subsidiary under this Agreement shall have been paid in full. If at any
time any payment of any principal of or interest on any Loans or any other
amount payable by any Eligible Subsidiary under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Eligible Subsidiary or otherwise, the Company's
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.

Section 10.04 . Waiver by the Company. The Company irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against any Eligible Subsidiary or any other Person.

Section 10.05 . No Subrogation.. If the Company makes any payment under this
Article 10 in respect of any obligation of an Eligible Subsidiary, the Company
shall not be subrogated to the rights of the holder of such obligation against
such Eligible Subsidiary with respect to such payment.

<PAGE>

Section 10.06 . Stay of Acceleration. In the event that acceleration of the time
for payment of any amount payable by any Eligible Subsidiary under this
Agreement or the Notes is stayed upon the insolvency, bankruptcy or
reorganization of such Eligible Subsidiary, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be payable
by the Company hereunder forthwith on demand by the Agent made at the request of
the Required Banks.

                                   Article 11
                                  MISCELLANEOUS

 Section 11.01 . Notices. All notices,  requests and other communications to
any party hereunder shall be in writing  (including bank wire, telex,  facsimile
transmission  or similar  writing) and shall be given to such party:  (x) in the
case of any  Borrower or the Agent,  at its address,  facsimile  number or telex
number set forth on the  signature  pages hereof (or, in the case of an Eligible
Subsidiary,  its Election to  Participate),  (y) in the case of any Bank, at its
address,  facsimile  number  or telex  number  set  forth in its  Administrative
Questionnaire  or (z) in the case of any party,  such other  address,  facsimile
number or telex  number as such party may  hereafter  specify for the purpose by
notice  to the  Agent  and the  Company.  Each  such  notice,  request  or other
communication  shall be  effective  (i) if given by telex,  when  such  telex is
transmitted  to the telex number  specified in this Section and the  appropriate
answerback  is  received,  (ii)  if  given  by  facsimile   transmission,   when
transmitted to the facsimile  number  specified in this Section and confirmation
of  receipt  is  received,   (iii)  if  given  by  mail,  72  hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid  or (iv) if given by any other means,  when  delivered at
the address specified in this Section;  provided that notices to the Agent under
Article 2 or Article 8 shall not be effective until received.

Section 11.02 . No Waivers. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

Section  11.03 . Expenses;  Indemnification.  (a) The Company shall pay (i)
all  out-of-pocket   expenses  of  the  Agent,  including  reasonable  fees  and
disbursements  of  special  counsel  for  the  Agent,  in  connection  with  the
preparation of this Agreement,  any waiver or consent hereunder or any amendment
hereof or any  Default  or  alleged  Default  hereunder  and (ii) if an Event of
Default occurs,  all  out-of-pocket  expenses incurred by the Agent or any Bank,
including (without duplication) the reasonable fees and disbursements of outside
counsel and the allocated cost of inside counsel,  in connection with such Event
of  Default  and  collection,   bankruptcy,  insolvency  and  other  enforcement
proceedings resulting therefrom.

<PAGE>

(b) The Company agrees to indemnify the Agent and each Bank, their respective
affiliates and the respective directors, officers, agents and employees of the
foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind, including, without limitation, the reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of this Agreement or any actual or proposed use of proceeds of
Loans hereunder; provided that no Indemnitee shall have the right to be
indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

Section 11.04 . Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to the Loans held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to the Loans held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
of such Borrower held by the other Banks, and such other adjustments shall be
made, as may be required so that all such payments of principal and interest
with respect to the Loans held by the Banks shall be shared by the Banks pro
rata; provided that nothing in this Section shall impair the right of any Bank
to exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of a Borrower
other than its indebtedness hereunder. Each Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any holder of a
participation in a Loan, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of such Borrower in the amount of such participation.

Section 11.05 . Amendments and Waivers. Any provision of this Agreement or the
Notes may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the Company and the Required Banks (and, if the rights
or duties of the Agent are affected thereby, by the Agent); provided that no
such amendment or waiver shall:

(a) unless  signed by each  affected  Bank,  (i)  increase or decrease  the
Commitment of any Bank (except for a ratable  decrease in the Commitments of all
Banks)  or  subject  any Bank to any  additional  obligation,  (ii)  reduce  the
principal  of or rate of  interest  on any  Loan or any  fees  hereunder,  (iii)
postpone  the date fixed for any payment of principal of or interest on any Loan
or any fees  hereunder or for  termination  of any Commitment or (iv) change the
provisions of Article 10;

<PAGE>

(b) unless signed by all Banks, change the definition of Required Banks, the
percentages specified in Sections 6.01 and 8.01 or this Section 11.05;

(c) unless signed by a Designated Bank or its Designating Bank, (i) subject
such  Designated  Bank to any  additional  obligation,  (ii)  affect  its rights
hereunder (unless the rights of all the Banks hereunder are similarly  affected)
or (iii) change this clause 11.05(d); or

(d) unless signed by an Eligible Subsidiary, (w) subject such Eligible
Subsidiary to any additional obligation, (x) increase the principal of or rate
of interest on any outstanding Loan of such Eligible Subsidiary, (y) accelerate
the stated maturity of any outstanding Loan of such Eligible Subsidiary or (z)
change this proviso.

Section 11.06 . Successors and Assigns. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that no
Borrower may assign or otherwise transfer any of its rights under this Agreement
without the prior written consent of all Banks.

(b) Any Bank may at any time grant to one or more banks or other institutions
(each a "Participant") participating interests in its Commitment or any or all
of its Loans. In the event of any such grant by a Bank of a participating
interest to a Participant, whether or not upon notice to the Borrowers and the
Agent, such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrowers and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrowers hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of
Section 11.05 without the consent of the Participant. The Borrowers agree that
each Participant shall, to the extent provided in its participation agreement,
be entitled to the benefits of Article 8 with respect to its participating
interest. An assignment or other transfer which is not permitted by subsection
(c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this
subsection (b).

<PAGE>

(c) Any Bank may at any time assign to one or more banks or other institutions
(each an "Assignee") all, or a proportionate part (equivalent to an initial
Commitment of not less than $5,000,000) of all, of its rights and obligations
under this Agreement and its Notes, and such Assignee shall assume such rights
and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit J hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Agent and
(so long as at the time no Event of Default exists) the Company, which consents
shall not be unreasonably withheld or delayed; provided that if an Assignee is
an affiliate of such transferor Bank or was a Bank immediately prior to such
assignment, no such consent shall be required, but the Assignee and the
transferor Bank shall provide prompt notice of such assignment, together with
information concerning addresses and related information with respect to the
Assignee, to the Agent; and provided further that such assignment may, but need
not, include rights of the transferor Bank in respect of outstanding Competitive
Bid Loans. Upon execution and delivery of such instrument and payment by such
Assignee to such transferor Bank of an amount equal to the purchase price agreed
between such transferor Bank and such Assignee, such Assignee shall be a Bank
party to this Agreement and shall have all the rights and obligations of a Bank
with a Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Bank, the Agent and the Borrowers shall make appropriate
arrangements so that, if required, new Notes are issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the Agent
an administrative fee for processing such assignment in the amount of $2,500. If
the Assignee is not incorporated under the laws of the United States or a state
thereof, it shall deliver to the Company and the Agent certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 2.18.

(d) Any Bank may at any time assign all or any portion of its rights under this
Agreement and its Notes to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

(e) No Assignee, Participant or other transferee of any Bank's rights shall be
entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Company's prior written consent or by
reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to
designate a different Applicable Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

(f) If any Reference Bank transfers its Loans to an unaffiliated institution,
the Agent shall, in consultation with the Company and with the consent of the
Required Banks, appoint another Bank to act as a Reference Bank hereunder.

<PAGE>

Section 11.07 . Designated  Lenders.  (a) Subject to the provisions of this
subsection  (a),  any Bank may at any time  designate  an  Eligible  Designee to
provide  all or a portion of the Loans to be made by such Bank  pursuant to this
Agreement;  provided  that such  designation  shall not be effective  unless the
Company and the Agent consent  thereto (which consents shall not be unreasonably
withheld).  When a Bank and its Eligible Designee shall have signed an agreement
substantially  in the form of Exhibit K hereto (a  "Designation  Agreement") and
the Company and the Agent shall have signed their respective  consents  thereto,
such  Eligible  Designee  shall become a Designated  Lender for purposes of this
Agreement.  The Designating  Bank shall thereafter have the right to permit such
Designated  Lender to  provide  all or a portion of the Loans to be made by such
Designating  Bank pursuant to Section 2.01 or 2.03, and the making of such Loans
or portion thereof shall satisfy the obligation of the  Designating  Bank to the
same  extent,  and as if,  such  Loans  or  portion  thereof  were  made  by the
Designating Bank. As to any Loans or portion thereof made by it, each Designated
Lender  shall  have all the  rights  that a Bank  making  such  Loans or portion
thereof would have had under this Agreement and otherwise; provided that (x) its
voting rights under this Agreement shall be exercised  solely by its Designating
Bank and (y) its Designating  Bank shall remain solely  responsible to the other
parties hereto for the performance of such Designated Lender's obligations under
this  Agreement,  including its  obligations  in respect of the Loans or portion
thereof made by it. No  additional  Note shall be required to evidence the Loans
or portion thereof made by a Designated  Lender;  and the Designating Bank shall
be deemed to hold its Note as agent for its  Designated  Lender to the extent of
the Loans or portion thereof funded by such Designated Lender.  Each Designating
Bank shall act as agent for its Designated  Lender and give and receive  notices
and other  communications  on its behalf.  Any  payments  for the account of any
Designated  Lender  shall  be paid to its  Designating  Bank as  agent  for such
Designated Lender and neither the Company nor the Agent shall be responsible for
any Designating Bank's application of such payments. In addition, any Designated
Lender  may,  with  notice to (but  without  the prior  written  consent of) the
Company and the Agent,  (i) assign all or portions of its  interest in any Loans
to its  Designating  Bank or to any financial  institutions  consented to by the
Company and the Agent that provide  liquidity and/or credit facilities to or for
the  account  of such  Designated  Lender to  support  the  funding  of Loans or
portions  thereof  made by it and (ii)  disclose  on a  confidential  basis  any
non-public  information  relating to its Loans or portions thereof to any rating
agency, commercial paper dealer or provider of any guarantee,  surety, credit or
liquidity enhancement to such Designated Lender.

(b) Each party to this Agreement agrees that it will not institute against, or
join any other person in instituting against, any Designated Lender any
bankruptcy, insolvency, reorganization or other similar proceeding under any
federal or state bankruptcy or similar law, for one year and a day after all
outstanding senior indebtedness of such Designated Lender is paid in full. The
Designating Bank for each Designated Lender agrees to indemnify, save, and hold

<PAGE>
harmless each other party hereto for any loss, cost, damage and expense arising
out of its inability to institute any such proceeding against such Designated
Lender. This subsection (b) shall survive the termination of this Agreement.

Section 11.08 . Collateral. Each of the Banks represents to the Agent and each
of the other Banks that it in good faith is not relying upon any "margin stock"
(as defined in Regulation U) as collateral in the extension or maintenance of
the credit provided for in this Agreement.

Section  11.09 . Governing  Law;  Submission  to  Jurisdiction;  Service of
Process.  This  Agreement,  each  Election  to  Participate,  each  Election  to
Terminate and each Note shall be governed by and  construed in  accordance  with
the  laws  of the  State  of New  York.  Each  Borrower  hereby  submits  to the
nonexclusive  jurisdiction  of the United States District Court for the Southern
District  of New York and of any New York State  court  sitting in New York City
for  purposes  of all  legal  proceedings  arising  out of or  relating  to this
Agreement or the transactions  contemplated  hereby.  Each Borrower  irrevocably
waives,  to the fullest extent  permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such  proceeding  brought in
such a court and any claim that any such proceeding  brought in such a court has
been  brought  in an  inconvenient  forum.  Each  Borrower  hereby  appoints  CT
Corporation System its authorized agent to accept and acknowledge service of any
and all processes  which may be served in any suit,  action or proceeding of the
nature referred to in this Section 11.09 and consents to process being served in
any such suit, action or proceeding upon CT Corporation  System in any manner or
by the  mailing of a copy  thereof by  registered  or  certified  mail,  postage
prepaid,  return receipt  requested,  to such Borrower's  address referred to in
Section  11.01;  and (d) agrees  that such  service (i) shall be deemed in every
respect  effective  service  of  process  upon it in any such  suit,  action  or
proceeding and (ii) shall, to the fullest extent  permitted by law, be taken and
held to be valid  personal  service upon and personal  delivery to it. A copy of
any  summons or  complaint  served on an  Eligible  Subsidiary  pursuant  to the
foregoing  shall be sent to the Company by  registered or certified  mail.  Each
Eligible  Subsidiary  represents  and warrants  that CT  Corporation  System has
agreed  in  writing  to accept  such  appointment  and that true  copies of such
acceptance will be furnished to the Agent prior to or concurrently with delivery
of such Eligible Subsidiary's  Election to Participate.  Nothing in this Section
11.09  shall  affect  the  right  of any  Bank to serve  process  in any  manner
permitted by law or limit the right of any Bank to bring proceedings against the
Company  or any  Eligible  Subsidiary  in the  courts  of  any  jurisdiction  or
jurisdictions.

Section 11.10 . Counterparts; Integration. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Agreement constitutes the entire agreement and understanding among the parties
hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.

<PAGE>

Section 11.11 . WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE
BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.





<PAGE>




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



           THE GILLETTE COMPANY
By:        /s/ Gail Sullivan
           ----------------------------------------------------
           Name:      Gail Sullivan
           Title:     Vice President and Treasurer
           Address:
           Prudential Tower Bldg
           Suite 4800, Boston, MA 02199
           Facsimile Number: (617) 421-7699


           JPMORGAN CHASE BANK, as Agent
By:        /s/ B. B. Wuthrich
           ----------------------------------------------------
           Name:      B. B. Wuthrich
           Title:     Vice President
           Address:
           Loan & Agency Services
           1 Chase Manhattan Plaza - 8th Floor
           New York, New York 10081
           Facsimile Number: (212) 552-5662


           HSBC BANK USA
By:        /s/ Jeremy Bollington
           ----------------------------------------------------
           Name:      Jeremy Bollington
           Title:     Senior Vice President


           BANK OF AMERICA, N.A.
By:        /s/ David L. Catherall
           ----------------------------------------------------
           Name:      David L. Catherall
           Title:     Vice President
<PAGE>


           BANK ONE, NA (MAIN OFFICE CHICAGO)
By:        /s/ Mahua Thakurta
           ----------------------------------------------------
           Name:      Mahua Thakurta
           Title:     Associate Director


           INTESABCI S.P.A., NEW YORK BRANCH
By:        /s/ F. Maffei
           ----------------------------------------------------
           Name:      F. Maffei
           Title:     Vice President

By:        /s/ Charles Dougherty
           ----------------------------------------------------
           Name:      Charles Dougherty
           Title:     Vice President



          ABN AMRO BANK N.V.
By:      /s/ Richard Schrage
         -----------------------------------------------------
         Name:      Richard Schrage
         Title:     Vice President

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


           CITICORP, USA
By:        /s/ John S. Hutchins
           ----------------------------------------------------
           Name:      John S. Hutchins
           Title:     Managing Director




<PAGE>




           UBS AG, STAMFORD BRANCH
By:        /s/ Wilfred V. Saint
           ----------------------------------------------------
            Name:     Wilfred V. Saint
            Title:    Associate Director

By:        /s/ Luke Goldsworthy
           ----------------------------------------------------
            Name:     Luke Goldsworthy
            Title:    Associate Director


           BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH
By:        /s/ J. Guibert
           ----------------------------------------------------
           Name:      J. Guibert
           Title:     Senior Vice President


           MORGAN STANLEY BANK
By:        /s/ Jaap L. Tonckens
           ----------------------------------------------------
           Name:      Jaap L. Tonckens
           Title:     Vice President


            CREDIT EUROPEEN SA
 By:        /s/ Vincent Vermeire
            ---------------------------------------------------
            Name:     Vincent Vermeire
            Title:    Senior Manager

 By:        /s/ Alexandre Cayphas
            ---------------------------------------------------
            Name:     Alexandre Cayphas
            Title:    Corporate Product Manager




<PAGE>




           FLEET BANK
By:        /s/ Jorge A. Schwarz
           ----------------------------------------------------
           Name:      Jorge A. Schwarz
           Title:     Managing Director


           STATE STREET BANK AND TRUST
           COMPANY
By:        /s/ Juan G. Sierra
           ----------------------------------------------------
           Name:      Juan G. Sierra
           Title:     Assistant Vice President


           SOCIETE GENERALE
By:        /s/ Ambrish D. Thanawala
           ----------------------------------------------------
           Name:      Ambrish D. Thanawala
           Title:     Director


           MELLON BANK, N.A.
By:        /s/ Alexander M. Gordon
           ----------------------------------------------------
           Name:      Alexander M. Gordon
           Title:     Assistant Vice President


<PAGE>



                       COMMITMENT SCHEDULE

BANK                                                             COMMITMENT

JPMorgan Chase Bank                                                $125,000,000

HSBC Bank USA                                                      $100,000,000
Bank of America, N.A.                                              $100,000,000
BANK ONE, NA (Main Office Chicago)                                 $100,000,000
IntesaBci S.p.A., New York Branch                                  $100,000,000
ABN AMRO Bank N.V.                                                 $100,000,000
Citicorp, USA                                                      $100,000,000

UBS AG, Stamford Branch                                            $50,000,000
Banco Santander Central Hispano, S.A., New York Branch             $50,000,000
Morgan Stanley Bank                                                $50,000,000
Credit Europeen SA                                                 $50,000,000
Fleet Bank                                                         $50,000,000
State Street Bank and Trust Company                                $50,000,000
Societe Generale                                                   $50,000,000

Mellon Bank, N.A.                                                  $25,000,000
                                                                   -----------

Total:                                                          $1,100,000,000



<PAGE>

                                                                      EXHIBIT A

                                   NOTE

                                                             New York, New York

                                                                         , 200_

         For value received, [name of Borrower], a [jurisdiction of
incorporation] corporation (the "Borrower"), promises to pay to the order of
__________(the "Bank"), for the account of its Applicable Lending Office, the
unpaid principal amount of each Loan made by the Bank to the Borrower pursuant
to the Credit Agreement referred to below on the maturity date provided for in
the Credit Agreement. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of JPMorgan Chase Bank, 1 Chase
Manhattan Plaza, New York, New York.

         All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

         This note is one of the Notes referred to in the 364-Day Credit
Agreement dated as of October 15, 2002 among The Gillette Company, the Banks
listed on the signature pages thereof and JPMorgan Chase Bank, as Agent (as the
same may be amended from time to time, the "Credit Agreement"). Terms defined in
the Credit Agreement are used herein with the same meanings. Reference is made
to the Credit Agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.

         The Gillette Company has, pursuant to the provisions of the Credit
Agreement, unconditionally guaranteed the payment in full of the principal of
and interest on this note.*

* To be deleted in case of Notes executed and delivered by the Company

                            [NAME OF BORROWER]
                            By:
                            ----------------------------------------------------
                            Title:


<PAGE>


                                              Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL

                                                        Amount of      Notation
Date   Amount of Loan   Type of Loan  Principal Repaid  Maturity Date  Made By
--------------------- ------------------ ------------------ ------------------
--------------------- ------------------ ------------------ ------------------


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


<PAGE>


                                                                     EXHIBIT B

                      Form of Competitive Bid Quote Request

                                                                         [Date]

To:               JPMorgan Chase Bank (the "Agent")

From:             [Name of Borrower]

Re:               364-Day Credit Agreement (the "Credit Agreement") dated as of
                  October 15, 2002 among The Gillette Company, the Banks listed
                  on the signature pages thereof and the Agent

         We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Competitive Bid Quotes for the following proposed Competitive
Bid Borrowing(s):

Date of Borrowing:  __________________

Principal Amount*                  Interest Period **              Maturity Date

$


         Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]

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

                           [NAME OF BORROWER]
                        By:
                           ----------------------------------------------------
                        Title:

*   Amount must be $15,000,000 or a larger multiple of $1,000,000.
**  Not less than one month (LIBOR Auction) or not less than 15 days (Absolute
    Rate Auction), subject to the provisions of the definition of Interest
    Period.

<PAGE>



                                                                    EXHIBIT C

                  Form of Invitation for Competitive Bid Quotes

To:               [Name of Bank]

Re:               Invitation for Competitive Bid Quotes to [Name of Borrower]
                  (the "Borrower")

         Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of
October 15, 2002 among The Gillette Company, the Banks parties thereto and the
undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to
submit Competitive Bid Quotes to the Borrower for the following proposed
Competitive Bid Borrowing(s):

Date of Borrowing:  __________________

Principal Amount                   Interest Period                 Maturity Date

$


         Such Competitive Bid Quotes should offer a Competitive Bid [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]

          Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].

          JPMORGAN CHASE BANK
      By:
           ----------------------------------------------------
           Authorized Officer


<PAGE>


                                                                   EXHIBIT D

                          Form of Competitive Bid Quote

To:               JPMorgan Chase Bank, as Agent

Re:               Competitive Bid Quote to [Name of Borrower] (the "Borrower")

         In response to your invitation on behalf of the Borrower dated
_____________, 20__, we hereby make the following Competitive Bid Quote on the
following terms:

1.       Quoting Bank: ____________________________


2.       Person to contact at Quoting Bank:________________________

3.       Date of Borrowing: ____________________*

4.       We hereby offer to make Competitive Bid Loan(s) in the following
         principal amounts, for the following Interest Periods and at the
         following rates:

                                                Competitive Bid       [Absolute
Principal Amount**       Interest Period***     [Margin]****          Rate]*****
------------------       ------------------     ------------          ----------

$


*       As specified in the relation Inviation.
**      Principal amount bid for each Interest Period may not exceed principal
        amount requested.  Specify aggregate limitation if the sum of the
        individual offers exceeds the amount the Bank is willing to lend.  Bids
        must be made for $5,000,000 or a larger multiple of $1,000,000.
***     Not less than one month or not less than 15 days, as specified in the
        related Invitation.  No more than five bids are permitted for each
        Interest Period.
****    Margin over or under the London Interbank Offerred Rate determined for
        the applicable Interest Period.  Specify percentage (to the nearest
        1/10,000 of 1%) and specify whether "PLUS" or "MINUS".
*****   Specify rate of interest per annum (to the nearest 1/10,000 of 1%)

<PAGE>


[Provided, that the aggregate principal amount of Competitive Bid Loans for
which the above offers may be accepted shall not exceed $____________.]**

                  We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the
364-Day Credit Agreement dated as of October 15, 2002 among The Gillette
Company, the Banks listed on the signature pages thereof and yourselves, as
Agent, irrevocably obligates us to make the Competitive Bid Loan(s) for which
any offer(s) are accepted, in whole or in part.


                                                 Very truly yours,

                                                 [NAME OF BANK]


Dated:_______________                       By: ____________________
                                                Authorized Officer


<PAGE>


                                                                     EXHIBIT E



                       OPINION OF COUNSEL FOR THE COMPANY


                                                               [Effective Date]



To the Banks and the Agent
  Referred to Below
c/o JPMorgan Chase Bank, as Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

         I am Senior Attorney of The Gillette Company (the "Company"), and I am
rendering this opinion pursuant to Section 3.01(c) of the 364-Day Credit
Agreement dated as of October 15, 2002 among the Company, the banks parties
thereto and JPMorgan Chase Bank, as Agent (the "Credit Agreement"). Terms
defined in the Credit Agreement are used herein as therein defined.

         I have examined or caused to be examined by counsel retained by or on
the staff of the Company, among other things, originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted or
have had conducted such other investigations of fact and law as I have deemed
necessary or advisable for purposes of this opinion.

         I am admitted to practice in The Commonwealth of Massachusetts. No
opinion is expressed herein with respect to or as to the effect of any laws
other than the laws of The Commonwealth of Massachusetts, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

<PAGE>

         2. The execution, delivery and performance by the Company of the Credit
Agreement and the Notes issued by it are within the Company's corporate powers,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Company or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company and known to me or, to the best of my
knowledge, result in the creation or imposition of any Lien on any asset of the
Company or any of its Subsidiaries.

         3. The provision in Section 11.09 of the Credit Agreement that the
Credit Agreement and each Note shall be construed in accordance with and
governed by the law of the State of New York is a valid choice of law provision
under Massachusetts law and should be respected by a court sitting in
Massachusetts.

         4. If a court sitting in Massachusetts were to apply Massachusetts law
as the law governing the Credit Agreement and the Notes, the Credit Agreement
would constitute a valid and binding agreement of the Company and the Notes
issued by it would constitute valid and binding obligations of the Company, in
each case enforceable in accordance with their respective terms.

         5. Except as disclosed in the Company's 2001 Form 10-K and the
Company's Latest Form 10-Q, there is no action, suit or proceeding pending
against, or to the best of my knowledge threatened against or affecting, the
Company or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, operations or financial condition of the Company and its Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity of the Credit Agreement or the Notes.

         My opinion in paragraph 4 above as to the enforceability of the Credit
Agreement and the Notes issued by the Company is subject to bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights in general, usury laws and the general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). With respect to the foregoing, I express no
opinion, however, as to the enforceability of Section 11.03(b) of the Credit
Agreement to the extent the rights to indemnification provided for therein are
violative of any law, rule or regulation (including any federal or state
securities law, rule or regulation) or public policy.

         To the extent that the obligations of the Company may be dependent upon
such matters, I assume for purposes of this opinion that each Bank is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation; and that the Credit Agreement has been duly
authorized, executed and delivered by the Banks and constitutes the legal, valid

<PAGE>
and binding obligation of the Banks, enforceable against the Banks in accordance
with its terms. I do not express any opinion as to the effect of the compliance
by any of the Banks with any state or federal laws or as to the regulatory
status or nature of the business of any of the Banks.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.

                                                              Very truly yours,




<PAGE>


                                                               EXHIBIT F




                        OPINION OF DAVIS POLK & WARDWELL,
                          SPECIAL COUNSEL FOR THE AGENT




                                                            [Effective Date]



To the Banks and the Agent
  Referred to Below
c/o JPMorgan Chase Bank, as Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:

         We have participated in the preparation of the 364-Day Credit Agreement
(the "Credit Agreement") dated as of October 15, 2002 among The Gillette
Company, a Delaware corporation (the "Company"), the Banks parties thereto (the
"Banks") and JPMorgan Chase Bank, as Agent (the "Agent"), and have acted as
special counsel for the Agent for the purpose of rendering this opinion pursuant
to Section 3.01(d) of the Credit Agreement. Terms defined in the Credit
Agreement are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that:

         1. The execution, delivery and performance by the Company of the Credit
Agreement and its Notes are within the Company's corporate powers and have been
duly authorized by all necessary corporate action.

         2. The Credit Agreement constitutes a valid and binding agreement of
the Company and each Note issued by it constitutes a valid and binding
obligation of the Company, in each case enforceable in accordance with its
<PAGE>
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                                                              Very truly yours,




<PAGE>

                                                                     EXHIBIT G




                         FORM OF ELECTION TO PARTICIPATE



                                                                   [Date]

JPMORGAN CHASE BANK, as Agent
  for the Banks named in the 364-Day
  Credit Agreement dated as of October 15, 2002 among The Gillette Company, such
  Banks and such Agent (as amended from time to time, the "Credit Agreement")

Dear Sirs:

         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

         The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to be an Eligible Subsidiary for
purposes of the Credit Agreement, effective from the date hereof until an
Election to Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in Article 9 of the Credit Agreement
are true and correct as to the undersigned as of the date hereof, and the
undersigned hereby agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Sections 11.09 and 11.11 thereof, as if
the undersigned were a signatory party thereto.

         [Tax disclosure pursuant to Section 9.04, if any]

         The address to which all notices to the undersigned Eligible Subsidiary
under the Credit Agreement should be directed is: . This instrument shall be
construed in accordance with and governed by the laws of the State of New York.

                                             Very truly yours,



                                         [NAME OF ELIGIBLE SUBSIDIARY]
                                 By:
                                     -------------------------------------------
                                         Title:

         The undersigned hereby confirms that [name of Eligible Subsidiary] is
an Eligible Subsidiary for purposes of the Credit Agreement described above.


                                         THE GILLETTE COMPANY
                                 By:
                                     -------------------------------------------
                                         Title:

         Receipt of the above Election to Participate is hereby acknowledged on
and as of the date set forth above.


                                          JPMORGAN CHASE BANK, as
                            Agent By:
                                     -------------------------------------------
                                         Title:


<PAGE>

                                                                     EXHIBIT H



                          FORM OF ELECTION TO TERMINATE


                                                              [Date]

JPMORGAN CHASE BANK,
  as Agent for the Banks named in the
  364-Day Credit Agreement dated as of
  October 15, 2002 among The Gillette
  Company, such Banks and such Agent
  (as amended from time to time, the
  "Credit Agreement")

Dear Sirs:


         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

         The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to terminate its status as an Eligible
Subsidiary for purposes of the Credit Agreement, effective as of the date
hereof. The undersigned hereby represents and warrants that all principal and
interest on all Notes of the undersigned and all other amounts payable by the
undersigned pursuant to the Credit Agreement have been paid in full on or prior
to the date hereof. Notwithstanding the foregoing, this Election to Terminate
shall not affect any obligation of the undersigned under the Credit Agreement or
under any Note heretofore incurred.

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

                                       Very truly yours,


                                       [NAME OF ELIGIBLE SUBSIDIARY]
                                By:
                                     -------------------------------------------
                                       Title:


<PAGE>


         The undersigned hereby confirms that the status of [name of Eligible
Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement
described above is terminated as of the date hereof.


                                     THE GILLETTE COMPANY
                                By:
                                     -------------------------------------------
                                     Title:

         Receipt of the above Election to Terminate is hereby acknowledged on
and as of the date set forth above.


                                     JPMORGAN CHASE BANK, as
                          Agent By:
                                     -------------------------------------------
                                     Title:



<PAGE>

                                                                     EXHIBIT I



                       OPINION OF COUNSEL FOR THE BORROWER
                      (BORROWINGS BY ELIGIBLE SUBSIDIARIES)




                                                              [date]

To the Banks and the Agent
  Referred to Below
c/o JPMorgan Chase Bank, as Agent
270 Park Avenue
New York, New York  10017

Dear Sirs:


         I am counsel to [name of Eligible Subsidiary, jurisdiction of
incorporation] (the "Borrower") and give this opinion pursuant to Section
3.03(a) of the 364-Day Credit Agreement (as amended to the date hereof, the
"Credit Agreement") dated as of October 15, 2002 among The Gillette Company (the
"Company"), the banks parties thereto and JPMorgan Chase Bank, as Agent. Terms
defined in the Credit Agreement are used herein as therein defined.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Borrower is a corporation validly existing and in good standing
under the laws of [jurisdiction of incorporation] and is a Substantially-Owned
Consolidated Subsidiary of the Company.

         2. The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower.

         3. The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its Notes do not contravene, or constitute a default under, any
provision of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any of its Subsidiaries and known to me
or, to the best of my knowledge, result in the creation or imposition of any
Lien on any asset of the Company or any of its Subsidiaries.*

         4. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and its Notes constitute valid and binding obligations of the
Borrower, in each case enforceable in accordance with their respective terms,
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

                                            Very truly yours,



*       The opinion in this paragraph may be given by Counsel for the Company.


<PAGE>

                                                                     EXHIBIT J



                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         AGREEMENT dated as of _________, 200_ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), [THE GILLETTE COMPANY (the "Company")
and JPMORGAN CHASE BANK, as Agent (the "Agent").]



                               W I T N E S S E T H

         WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the 364-Day Credit Agreement dated as of October 15, 2002 among the
Company, the Assignor and the other Banks party thereto, as Banks, and the Agent
(as amended and in effect on the date hereof, the "Credit Agreement");

         WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans in an aggregate principal amount at any time
outstanding not to exceed $__________;

         WHEREAS, Committed Loans made by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of [a portion of]
its Commitment thereunder in an amount equal to $__________ (the "Assigned
Amount"), together with [a corresponding portion of] its outstanding Committed
Loans, and the Assignee proposes to accept assignment of such rights and assume
the corresponding obligations from the Assignor on such terms;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         Section 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

         Section 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase

<PAGE>
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Company and the
Agent and the payment of the amounts specified in Section 3 required to be paid
on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank under the Credit
Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a
like amount and the Assignor released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the Assignor.

         Section 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof are for the account of the Assignee. Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party's interest
therein and shall promptly pay the same to such other party.

         Section 4. Consent of the Company and the Agent. This Agreement is
conditioned upon the consent of the Company and the Agent pursuant to Section
11.06(c) of the Credit Agreement. The execution of this Agreement by the Company
and the Agent is evidence of this consent. Pursuant to Section 11.06(c) the
Borrower agrees to execute and deliver a Note [and to cause each Eligible
Subsidiary to execute and deliver a Note] payable to the order of the Assignee
to evidence the assignment and assumption provided for herein.]**

         Section 5. Non-reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of any
Borrower, or the validity and enforceability of the obligations of any Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such


*       Amount should combine principal together with accrued interest and
        breakage compensation, if any, to be paid by the Asignee, net of any
        portion of any upfront fee to be paid by the Assignor to the Assignee.
        It may be preferable in an appropriate case to specify these amounts
        generically or by formula rather than as a fixed sum.

**      Consent is required if the Asignee is not an affiliate of the Assignor
        and was not a Bank immediately prior to the assignment.  Consent of
        the Company is not required if an Event of Default exists.
<PAGE>

documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrowers.

         Section 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.



<PAGE>


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

                                    [ASSIGNOR]
                              By:
                                    -------------------------------------------
                                    Title:


                                    [ASSIGNEE]
                              By:
                                     -------------------------------------------
                                     Title:


                                    [THE GILLETTE COMPANY]
                              By:
                                    -------------------------------------------
                                     Title:


                                    JPMORGAN CHASE BANK, as
                        Agent By:
                                    -------------------------------------------
                                     Title:




<PAGE>


                                                                EXHIBIT K


                              DESIGNATION AGREEMENT


                       dated as of ________________, _____


         Reference is made to the 364-Day Credit Agreement dated as of October
15, 2002 (as amended from time to time, the "Credit Agreement") among THE
GILLETTE COMPANY, a Delaware corporation (the "Company"), the Lenders party
thereto, JPMORGAN CHASE BANK, as Agent (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meaning.

         _________________ (the "Designator") and ________________ (the
"Designee") agree as follows:

         1. The Designator designates the Designee as its Designated Lender
under the Credit Agreement and the Designee accepts such designation.

         2. The Designator makes no representations or warranties 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.

         3. The Designee (i) confirms that it is an Eligible Designee; (ii)
appoints and authorizes the Designator as its administrative agent and
attorney-in-fact and grants the Designator an irrevocable power of attorney to
receive payments made for the benefit of the Designee under the Credit Agreement
and to deliver and receive all communications and notices under the Credit
Agreement, if any, that the Designee is obligated to deliver or has the right to
receive thereunder; (iii) acknowledges that the Designator retains the sole
right and responsibility to vote under the Credit Agreement, including, without
limitation, the right to approve any amendment or waiver of any provision of the
Credit Agreement, and (iv) agrees that the Designee shall be bound by all such
votes, approvals, amendments and waivers and all other agreements of the
Designator pursuant to or in connection with the Credit Agreement, all subject
to Section 11.05(b) of the Credit Agreement.

         4. The Designee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements referred
to in Article 4 or delivered pursuant to Article 5 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 and (ii) agrees
that it will, independently and without reliance upon the Agent, the Designator

<PAGE>
or any other Bank 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 any action it may be permitted to take under the Credit Agreement.

         5. Following the execution of this Designation Agreement by the
Designator and the Designee and the consent hereto by the Company, it will be
delivered to the Agent for its consent. This Designation Agreement shall become
effective when the Agent consents hereto or on any later date specified on the
signature page hereof.

         6. Upon the effectiveness hereof, the Designee shall have the right to
make Loans or portions thereof as a Bank pursuant to Section 2.01 or 2.03 of the
Credit Agreement and the rights of a Bank related thereto. The making of any
such Loans or portions thereof by the Designee shall satisfy the obligations of
the Designator under the Credit Agreement to the same extent, and as if, such
Loans or portions thereof were made by the Designator.

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



<PAGE>


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

         Effective Date:______ , ____

                                      [NAME OF DESIGNATOR]
                               By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                     [NAME OF DESIGNEE]
                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:

The undersigned consent to the foregoing designation.

                                     {NAME OF BORROWER}
                              By:
                                    -------------------------------------------
                                    Name:
                                    Title:


                                    {NAME OF ADMINISTRATIVE
                                     AGENT}, as Administrative Agent
                              By:
                                   -------------------------------------------
                                   Name:
                                   Title: