EXHIBIT 10.2


                                                                EXECUTION COPY

                                 $862,500,000

                           364-DAY CREDIT AGREEMENT

                                  dated as of

                               October 14, 2003

                                     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.........................12
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...............................13
Section 2.03.  Competitive Bid Borrowings..................................13
Section 2.04.  Notice to Banks; Funding of Loans...........................17
Section 2.05.  Registry; Notes.............................................18
Section 2.06.  Maturity of Loans...........................................19
Section 2.07.  Interest Rates..............................................19
Section 2.08.  Facility Fee................................................21
Section 2.09.  Termination or Reduction of Commitments.....................21
Section 2.10.  Scheduled Termination of Commitments........................21
Section 2.11.  Optional Prepayments........................................21
Section 2.12.  General Provisions as to Payments...........................22
Section 2.13.  Funding Losses..............................................22
Section 2.14.  Computation of Interest and Fees............................23
Section 2.15.  Judgment Currency...........................................23
Section 2.16.  Foreign Subsidiary Costs....................................23
Section 2.17.  Regulation D Compensation...................................24
Section 2.18.  Method of Electing Interest Rates...........................24
Section 2.19.  Increased Commitments; Additional Banks.....................25

                                   Article 3
                                  Conditions

Section 3.01.  Effectiveness...............................................27
Section 3.02.  Borrowings..................................................28
Section 3.03.  First Borrowing by Each Eligible Subsidiary.................28

<PAGE>

                                  Article 4
               Representations and Warranties of the Company

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

                                  Article 5
                                  Covenants

Section 5.01.  Information.................................................31
Section 5.02.  Maintenance of Property; Insurance..........................33
Section 5.03.  Conduct of Business and Maintenance of Existence............33
Section 5.04.  Compliance with Laws........................................33
Section 5.05.  Earnings to Interest Expense Ratio..........................34
Section 5.06.  Negative Pledge.............................................34
Section 5.07.  Consolidations, Mergers and Sales of Assets.................35
Section 5.08.  Material Subsidiary Cash Flow...............................35
Section 5.09.  Use of Proceeds.............................................35

                                Article 6
                                Defaults

Section 6.01.  Events of Default............................................35
Section 6.02.  Notice of Default............................................37

                                Article 7
                                The Agent

Section 7.01.  Appointment and Authorization................................37
Section 7.02.  Agent and Affiliates.........................................38
Section 7.03.  Action by Agent..............................................38
Section 7.04.  Consultation with Experts....................................38
Section 7.05.  Liability of Agent...........................................38
Section 7.06.  Indemnification..............................................38
Section 7.07.  Credit Decision..............................................39
Section 7.08.  Successor Agent..............................................39
Section 7.09.  Agent's Fee..................................................39

<PAGE>
                                Article 8
                         Change in Circumstances

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.....39
Section 8.02.  Illegality...................................................40
Section 8.03.  Increased Cost and Reduced Return............................40
Section 8.04.  Taxes........................................................42
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.................................44
Section 9.02.  Corporate and Governmental Authorization; Contravention.......44
Section 9.03.  Binding Effect................................................44
Section 9.04.  Taxes.........................................................45

                             Article 10
                              Guaranty

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

                           Article 11
                          Miscellaneous

Section 11.01.  Notices.......................................................47
Section 11.02.  No Waivers....................................................47
Section 11.03.  Expenses; Indemnification.....................................47
Section 11.04.  Sharing of Set-offs...........................................48
Section 11.05.  Amendments and Waivers........................................48
Section 11.06.  Successors and Assigns........................................49
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.....................................52
Section 11.11.  WAIVER OF JURY TRIAL..........................................52
Section 11.12.  Confidentiality...............................................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 14,  2003 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 0.50%  plus the  Federal  Funds
Rate for such day.

<PAGE>

     "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.

     "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,  2003,  as filed with the  Securities  and
Exchange Commission pursuant to the Securities Exchange Act of 1934.

     "Company's  2002 Form 10-K" means the Company's  annual report on Form 10-K
for 2002, as filed with the Securities and Exchange  Commission  pursuant to the
Securities Exchange Act of 1934.


<PAGE>
         "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.

     "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.

<PAGE>

     "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.

     "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.

<PAGE>

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

         "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.

<PAGE>

         "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).

     "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 15, 2002, 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.

<PAGE>

     "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).

     "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

<PAGE>
     (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;

     (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.

<PAGE>

         "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.

     "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.

<PAGE>
     "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)).

         "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, 2003.

         "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.

     "Related  Agreement"  means the Five-Year  Credit Agreement dated as of the
date hereof among the Borrower,  the lenders  party  thereto and JPMorgan  Chase
Bank, as administrative agent, as amended and in effect from time to time.

<PAGE>
     "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.

         "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 12, 2004, 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.

     "Utilization"  means, at any date, the percentage  equivalent of a fraction
(i) the  numerator of which is the sum of the  aggregate  outstanding  principal
amount of the  Loans and the  aggregate  outstanding  principal  amount of loans
under the Related  Agreement on such date and (ii) the  denominator  of which is
the sum of (A) an amount equal to the greater of (x) the aggregate amount of the
Commitments and (y) the aggregate  outstanding principal amount of the Loans and
(B) an amount equal to the greater of (x) the  aggregate  amount of  commitments
under the Related Agreement and (y) the aggregate  outstanding  principal amount
of loans under the Related Agreement, in each case on such date and after giving
effect to any  borrowing or repayment  of loans and any  increase,  reduction or
termination of commitments on such date.

<PAGE>

     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.

     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.  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).

<PAGE>

     (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:

     (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.

<PAGE>

     (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

(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.

<PAGE>

(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,

     (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.

<PAGE>

     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).

     (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:

<PAGE>

     (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.

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.

<PAGE>

     (d) Unless the Agent  shall have  received  notice from a Bank prior to the
date of any Borrowing (or, in the case of a Base Rate Borrowing,  prior to 12:00
Noon (New York City time) on the date of such 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.

     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.

     (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 (i) for  Revolving
Credit Loans (x) for any day on which  Utilization  exceeds 50%,  0.185% and (y)
for any other day, 0.135% and (ii) for Term Loans, 0.31%.

     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.

<PAGE>

     (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  Section  2.03.  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 Section 2.03.  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.

     (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.

<PAGE>

     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.

     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.

<PAGE>

     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,  without  set-off,  counterclaim or other  deduction,  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.

     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.

<PAGE>

     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.

     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 (a) and setting forth the additional
amount or amounts to be paid to it hereunder  shall be conclusive in the absence
of manifest error.

<PAGE>

     (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 compensation
pursuant to  subsection  (a) above 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.  (a) 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. 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:

     (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.

<PAGE>

(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.

     (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 or any other
amount  agreed to by the Company and the Agent and (ii) when  combined  with the
sum of the  aggregate  amount by which the  Commitments  have  theretofore  been
increased  pursuant to this Section 2.19 and the  aggregate  amount by which the
commitments have been increased  pursuant to the corresponding  provision of the
Related  Agreement,  does  not  exceed  $287,500,000  (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.

<PAGE>
     (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.

     (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.

<PAGE>
                                    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;

     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 14, 2003. 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.
<PAGE>

     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

     (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.
<PAGE>

                                  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, 2002 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 2002  incorporated by reference in the Company's 2002 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.

     (b)  The  unaudited  consolidated  balance  sheet  of the  Company  and its
Consolidated  Subsidiaries  as of  June  30,  2003  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).

<PAGE>
     Section 4.05 . No Material  Adverse Change.  Since June 30, 2003, 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 2002 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.

     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.
<PAGE>
                                  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;

     (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;
<PAGE>
     (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;

     (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
<PAGE>
     (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 either deliver paper copies to
any  Bank  which   specifically   requests   such   delivery   of,  or  post  on
IntraLinks/IntraAgency  or another relevant website,  if any, to which each Bank
and the  Administrative  Agent have access  (whether a  commercial,  third-party
website or whether  sponsored  by the  Administrative  Agent),  the  information
referred to in clauses 5.01(a),  5.01(b),  5.01(c),  5.01(f) or 5.01(g), further
provided that the Borrower shall notify (which may be by facsimile or electronic
mail)  the  Administrative  Agent  and  each  Bank of the  posting  of any  such
documents and provide to the Administrative  Agent by electronic mail electronic
versions (i.e., soft copies) of such documents.

     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.

     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.
<PAGE>

     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;

     (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
<PAGE>
     (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.

                                    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.
<PAGE>
     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.

                                    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
<PAGE>

     (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 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.
<PAGE>

     Section 8.03 . Increased  Cost and Reduced  Return.  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 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.
<PAGE>

     (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 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.
<PAGE>

     (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.

     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:
<PAGE>
     (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
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.
<PAGE>

     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;

     (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;
<PAGE>

     (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.

     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.
<PAGE>

                                 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.

     (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.
<PAGE>

     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;

     (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
<PAGE>

     (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(a)  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).

     (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 $3,500. 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.
<PAGE>
     (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.  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
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.
<PAGE>

     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.

     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>
     Section 11.12 . Confidentiality. The Agent and each Bank agrees to maintain
the  confidentiality  of  the  Information  (as  defined  below),   except  that
Information may be disclosed (a) to its and its affiliates' directors, officers,
employees and agents,  including  accountants,  legal counsel and other advisors
(it being  understood  that the Persons to whom such  disclosure is made will be
informed of the  confidential  nature of such Information and instructed to keep
such  Information  confidential),  (b) to the extent requested by any regulatory
authority,  (c) to the extent  required by applicable  laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in  connection  with the  exercise of any  remedies  hereunder  or any suit,
action or proceeding  relating to this  Agreement or the  enforcement  of rights
hereunder,  (f) subject to any agreement containing provisions substantially the
same as those of this Section,  to (i) any assignee of or Participant in, or any
prospective  assignee  of or  Participant  in, any of its rights or  obligations
under this  Agreement  or (ii) any actual or  prospective  counterparty  (or its
advisors) to any swap or derivative  transaction relating to the Company and its
obligations,  (g) with the  consent of the  Company  or (h) to the  extent  such
Information (i) becomes publicly available other than as a result of a breach of
this  Section  or  (ii)  becomes  available  to  the  Agent  or  any  Bank  on a
nonconfidential  basis from a source other than the Company. For the purposes of
this  Section,  "Information"  means all  information  received from the Company
relating to the Company or its business, other than any such information that is
available  to  the  Agent  or any  Bank  on a  nonconfidential  basis  prior  to
disclosure by the Company;  provided that, in the case of  information  received
from the Company after the date hereof,  such information is clearly  identified
at the time of delivery as  confidential.  Any Person  required to maintain  the
confidentiality  of  Information as provided in this Section shall be considered
to have complied  with its  obligation to do so if such Person has exercised the
same degree of care to maintain the  confidentiality of such Information as such
Person  would  accord  to  its  own  confidential  information.  Notwithstanding
anything   herein  to  the  contrary,   any  party  hereto  (and  any  employee,
representative  or other agent of any party  hereto) may disclose to any and all
persons,  without  limitation of any kind, the U.S. federal income tax treatment
and the U.S.  federal  income tax  structure  of the  transactions  contemplated
hereby and all materials of any kind (including  opinions or other tax analyses)
that are  provided  to it  relating  to such tax  treatment  and tax  structure.
However, no disclosure of any information  relating to such tax treatment or tax
structure may be made to the extent  nondisclosure  is  reasonably  necessary in
order to comply with applicable securities laws.


<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:
           ----------------------------------------------------
           Name:
           Title:
           Address:
           Prudential Tower Building
           Suite 4800, Boston, MA 02199
           Facsimile Number: (617) 421-7699


JPMORGAN CHASE BANK, as Agent
By:
           ----------------------------------------------------
           Name:
           Title:
           Address:
           Loan & Agency Services
           1111 Fannin, 10th Floor
           Houston, Texas 77002
           Facsimile Number: (713) 750-2452


[NAME OF BANK]
By:
           ----------------------------------------------------
           Name:
           Title:
<PAGE>

COMMITMENT SCHEDULE
BANK                                                  COMMITMENT

JPMorgan Chase Bank                                   $78,750,000

ABN AMRO Bank N.V.                                    $63,750,000
Bank of America, N.A.                                 $63,750,000
Bank One NA                                           $62,750,000
HSBC Bank USA                                         $62,750,000
Citicorp USA, Inc.                                    $62,750,000
Deutsche Bank AG, New York Branch                     $62,750,000

Banco Santander Central Hispano, S.A. New York        $33,750,000
Fleet National Bank                                   $33,750,000
ING Luxembourg S.A.                                   $33,750,000
Banca Intesa S.p.A., New York Branch                  $33,750,000
Merrill Lynch Bank USA                                $33,750,000
Morgan Stanley Bank                                   $33,750,000
Societe Generale                                      $33,750,000
Sumitomo Mitsui Banking Corporation                   $33,750,000
Svenska Handelsbanken AB                              $33,750,000
UBS Loan Finance LLC                                  $33,750,000
The Bank of New York                                  $26,250,000
William Street Commitment Corporation                 $18,750,000
Mellon Bank, N.A.                                     $18,750,000

Total:                                               $862,500,000





<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, 270 Park Avenue, 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 14, 2003 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.
<PAGE>



     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.*

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

<PAGE>
<TABLE>
<CAPTION>
                              Note (cont'd)
                      LOANS AND PAYMENTS OF PRINCIPAL

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

--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
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--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
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</TABLE>
<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
14, 2003 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:

*Amo9unt 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 14, 2003 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 related Invitation.
**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 Offered 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 14, 2003 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 Deputy General Counsel of The Gillette Company (the "Company"),  and I
am rendering  this  opinion  pursuant to Section  3.01(b) of the 364-Day  Credit
Agreement  dated as of October 14,  2003 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,  when
executed and delivered,  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  2002 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
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.
<PAGE>
     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  14,  2003  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(c)  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 terms,  except as
the same may be limited by  bankruptcy,  insolvency  or similar  laws  affecting
creditors' rights generally and by general principles of equity.
<PAGE>
     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 14, 2003
  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,
<PAGE>


                                   [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 14, 2003 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 14, 2003 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.
<PAGE>
     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 14, 2003 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
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.
<PAGE>
     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 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.
-------------------------------
*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>
     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 14,
2003 (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
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.
<PAGE>
     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: