Exhibit 10.1  EXECUTION
COPY  U.S.
$3,000,000,000  364-DAY
AUCTION BID ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT   Dated as of
May 24, 2002  Among  CREDIT SUISSE
FIRST BOSTON (USA), INC.  as Borrower,  and  THE BANKS
NAMED HEREIN,  as Banks,  and  JPMORGAN CHASE
BANK,  as
Administrative Agent,  and  BANK OF
AMERICA, N.A.,
THE BANK OF NEW YORK,
CITIBANK, N.A. and
LLOYDS TSB BANK PLC,  as Syndication
Agents  
  J.P. MORGAN
SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner  
    T A B L E  O F  C O N T E N T S  ARTICLE IDEFINITIONS AND ACCOUNTING TERMSSECTION 1.01.  Certain Defined TermsSECTION 1.02.  Computation of Time PeriodsSECTION 1.03.  Accounting TermsARTICLE IIAMOUNTS AND TERMS OF THE ADVANCESSECTION 2.01.  The AdvancesSECTION 2.02.  Revolving Credit and Swing Line Borrowing ProceduresSECTION 2.03.  General Provisions Relating to AdvancesSECTION 2.04.  FeesSECTION 2.05.  Termination or Reduction of the FacilitySECTION 2.06.  Repayment of AdvancesSECTION 2.07.  InterestSECTION 2.08.  Additional Interest on Eurodollar Rate AdvancesSECTION 2.09.  Interest Rate DeterminationSECTION 2.10.  PrepaymentsSECTION 2.11.  Increased CostsSECTION 2.12.  IllegalitySECTION 2.13.  Payments and ComputationsSECTION 2.14.  TaxesSECTION 2.15.  Sharing of Payments, EtcSECTION 2.16.  Substitution of LendersSECTION 2.17.  Use of ProceedsSECTION 2.18.  Extension of Termination Date and Maturity DateSECTION 2.19.  Conversion and Continuation of Revolving Credit BorrowingsARTICLE
  IIICONDITIONS OF LENDINGSECTION 3.01.  Conditions of EffectivenessSECTION 3.02.  Conditions Precedent to Each BorrowingARTICLE IVREPRESENTATIONS AND WARRANTIESSECTION 4.01.  Representations and Warranties of the Borrower  i 
   ARTICLE VCOVENANTS OF THE BORROWERSECTION 5.01.  Affirmative CovenantsSECTION 5.02.  Negative CovenantsARTICLE VIEVENTS
  OF DEFAULTSECTION 6.01.  Events of DefaultARTICLE
  VIITHE ADMINISTRATIVE AGENTARTICLE
  VIIIMISCELLANEOUSSECTION 8.01.  Amendments, EtcSECTION 8.02.  Notices, EtcSECTION 8.03.  No Waiver; RemediesSECTION 8.04.  Costs and ExpensesSECTION 8.05.  Right of Set-OffSECTION 8.06.  Successors and AssignsSECTION 8.07.  ConfidentialitySECTION 8.08.  ParitySECTION 8.09.  SurvivalSECTION 8.10.  Governing LawSECTION 8.11.  Execution in CounterpartsSECTION 8.12.  Currency IndemnitySECTION 8.13.  WAIVER OF JURY TRIALSECTION 8.14.  Jurisdiction; Consent To Service of ProcessSECTION 8.15.  Additional Agents  ii 
   SCHEDULES
  AND EXHIBITSSchedule 1
  Lending OfficesSchedule 2.01
  Lenders and CommitmentsExhibit A-1
  Auction Bid RequestExhibit A-2
  Notice of Auction Bid RequestExhibit A-3
  Auction BidExhibit A-4
  Auction Bid Accept LetterExhibit B-1
  Revolving Credit Borrowing RequestExhibit B-2
  Swing Line Borrowing RequestExhibit C
  Request of ExtensionExhibit D-1
  Opinion of Cleary, Gottlieb, Steen &
  HamiltonExhibit D-2
  Opinion of internal counsel to the BorrowerExhibit D-3
  Opinion of Niederer Kraft & FreyExhibit E
  Assignment and AssumptionExhibit F
  Guarantee Agreement  iii 
   U.S. $3,000,000,000 364-DAY
AUCTION BID ADVANCE AND REVOLVING 
CREDIT FACILITY AGREEMENT
Dated as of May 24, 2002  CREDIT SUISSE
FIRST BOSTON (USA), INC., a Delaware corporation (the Borrower), the banks
(the Banks) listed on Schedule 2.01 hereof, JPMORGAN CHASE BANK (JPMCB), as
administrative agent for the Lenders and the Swing Line Banks hereunder (the
Administrative Agent) and BANK OF AMERICA, N.A., THE BANK OF NEW YORK,
CITIBANK, N.A. and LLOYDS TSB BANK PLC, as syndication agents (collectively,
the Syndication Agents),  agree as
follows:  ARTICLE I  DEFINITIONS
AND ACCOUNTING TERMS  SECTION 1.01. 
Certain Defined Terms.  As
used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined):  Administrative
Questionnaire means an Administrative Questionnaire in a form supplied by
the Administrative Agent.  Advance
means an advance by a Lender to the Borrower pursuant to Section 2.01 and shall
include Revolving Credit Advances, Swing Line Advances and Auction Bid
Advances.  Affiliate
means, as to any Person, any other Person that, directly or indirectly,
Controls, is Controlled by or is under common Control with such Person or is a
director or officer of such Person.  Aggregate
Debit Items means all those items listed as debit items in Exhibit A to
Rule 15c3-3, adopted by the Commission under the Securities Exchange Act of
1934, as amended from time to time.  Applicable
Lending Office means, with respect to each Lender, such Lenders Domestic
Lending Office in the case of a Base Rate Advance and such Lenders Eurodollar
Lending Office in the case of a Eurodollar Rate Advance.  Applicable
Rate means, for any day, with respect to any Eurodollar Rate Advance, or
with respect to the facility fees or utilization fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
Eurodollar Spread prior to Termination Date (in the case of any Eurodollar
Rate Advance to the Borrower outstanding prior to the earlier of the
Termination Date and the date on which the obligations of the Lenders to make
Advances to the Borrower are terminated pursuant to Article VI), Eurodollar
Spread on and after Termination Date (in the case of any Eurodollar Rate
Advance outstanding on or at any time after the earlier of the Termination Date
and the date on which the obligations of the Lenders to make Advances to the
Borrower are terminated pursuant to Article VI), Facility Fee Rate (in the
case of any facility fee payable pursuant to clause (a) of Section 2.04) or
Utilization Fee Rate (in the case of any utilization fee payable pursuant to
clause (c) of Section 2.04), as the case may  
   be, based upon
the ratings by S&P and Moodys, respectively, applicable on such date to
the Index Debt:  Index Debt Ratings:
  
  Eurodollar
  Spread
  prior to
  Termination Date
  
  Eurodollar
  Spread
  on and after
  Termination Date
  
  Facility
  Fee
  Rate
  
  Utilization Fee RateCategory 1
  
  A/A2 or better
  
  .235
  %
  .500
  %
  .090
  %
  .050
  %Category 2
  
  A - ,BBB+, BBB/A3, Baa1,
  Baa2
  
  .325
  %
  .650
  %
  .125
  %
  .075
  %Category 3
  
  BBB -/Baa3 or below
  
  .450
  %
  .875
  %
  .175
  %
  .125
  %  For purposes
of the foregoing, (i) if either S&P or Moodys shall not have in effect a
rating for the Index Debt (other than by reason of the circumstances referred
to in the last sentence of this definition), then the Borrower and the Lenders
shall negotiate in good faith to select a substitute rating agency and during
such negotiations the ratings with respect to the Index Debt shall be deemed to
be equal to the available remaining rating; (ii) if both S&P and Moodys
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agencies shall be deemed to have established ratings in Category 3;
(iii) if the ratings established or deemed to have been established by S&P
and Moodys for the Index Debt shall fall within different Categories, the
ratings with respect to the Index Debt shall be deemed to be (A) the higher of
the two ratings so long as the two ratings are adjacent and (B) the rating that
is one rating higher than the lower of the two ratings so long as the two
ratings are not adjacent; and (iv) if the ratings established or deemed to have
been established by S&P and Moodys for the Index Debt shall be changed
(other than as a result of a change in the rating system of S&P or
Moodys), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. 
Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change.  If the rating system of S&P or Moodys
shall change, or if either such rating agency shall cease to be in the business
of rating corporate debt obligations, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending
the effectiveness of any such amendment, the Applicable Rate shall be
determined by reference to the rating of such rating agency most recently in
effect prior to such change or cessation and the rating of the other rating
agency.  Appropriate
Lender means (a) as to the Facility, a Lender that has a Commitment for a
portion of, or an Advance under, the Facility, (b) as to the Swing Line
Advances, a Swing Line Bank or (c) as to the Auction Bid Advances, any Lender
making an Auction Bid Advance.  Approved
Fund has the meaning assigned to such term in Section 8.06.  Assignment
and Assumption means an assignment and assumption entered into by a Lender
and an assignee, and accepted by the Administrative Agent, in substantially the
form of Exhibit E hereto.  Auction
Bid means an offer by a Lender to make an Auction Bid Advance pursuant to
Section 2.01(c).  1 
   Auction
Bid Accept Letter means a notification made by the Borrower pursuant to
Section 2.01(c)(iv) in the Form of Exhibit A-4.  Auction
Bid Advance means an Advance by a Lender to the Borrower as part of an
Auction Bid Borrowing resulting from the auction bidding procedure described in
Section 2.01(c).  Auction
Bid Borrowing means a Borrowing consisting of simultaneous Auction Bid
Advances from each of the Lenders whose offer to make one or more Auction Bid
Advances as part of such Borrowing has been accepted by the Borrower under the
auction bidding procedure described in Section 2.01(c).  Auction
Bid Rate means, as to any Auction Bid made by a Lender pursuant to Section
2.01(c)(ii), (x) in the case of a Eurodollar Auction Bid Advance, the Margin,
and (y) in the case of a Fixed Rate Advance, the fixed rate of interest offered
by the Lender making such Auction Bid.  Auction
Bid Request means a request made pursuant to Section 2.01(c) in the form
of Exhibit A-1.  Bank
has the meaning set forth in the preamble to this Agreement.  Base Rate
means, for any period, a fluctuating interest rate per annum as shall be in
effect from time to time which rate per annum shall at all times be equal to
the higher of:  (a)  the Prime Rate; or  (b)  1/2 of one percent per annum above the
Federal Funds Rate.  Base Rate
Advance means an Advance which bears interest as provided in Section
2.07(a)(i).  BHCA
has the meaning specified in Section 5.02(c).  Borrowing
means a borrowing initially consisting of Advances of the same Type made on the
same day by a Lender or Lenders to the Borrower pursuant to Article II. Types
of Borrowings may be referred to herein as Base Rate Borrowings, Eurodollar
Rate Borrowings or Fixed Rate Borrowings.  Business
Day means a day of the year on which banks are not required or authorized
to close in New York City and, if the applicable Business Day relates to any
Eurodollar Rate Advances, on which dealings are carried on in the London
interbank market.  CLO
has the meaning assigned to such term in Section 8.06.  Code
means the U.S. Internal Revenue Code of 1986, as amended from time to time.  Commission
means the U.S. Securities and Exchange Commission or any other regulatory body
which succeeds to the functions of the U.S. Securities and Exchange Commission.  2 
   Commitment
has the meaning specified in Section 2.01(a). 
On the Effective Date, the aggregate Commitments equal $3,000,000,000.  Confidential
Information means information that the Borrower furnishes to the
Administrative Agent, the Syndication Agents, any Swing Line Bank or any Lender
and designate in writing to be confidential, but does not include any such
information that is or becomes generally available to the public or that is or
becomes available to the Administrative Agent, the Syndication Agents, such
Swing Line Bank or such Lender from a source other than the Borrower.  Control
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and Controlling and
Controlled shall have meanings correlative thereto.  Credit
Suisse Group means Credit Suisse Group, a corporation with limited
liability organized under the laws of Switzerland.  CSFB
means Credit Suisse First Boston, a Swiss bank.  CSFB
Broker-Dealer means (a) Credit Suisse First Boston Corporation, a
Massachusetts corporation, (b) Donaldson Lufkin & Jenrette Securities
Corporation, a Delaware corporation and (c) each other U.S. registered
broker-dealer (i) that is a Subsidiary of the Borrower and (ii) (A) the Net
Assets of which constitute, as of the last day of the most recently ended
fiscal quarter of the Borrower, 5% or more of the consolidated Net Assets of
the Borrower or (B) the net revenues of which constitute, as of the last day of
the most recently ended fiscal quarter of the Borrower, 10% or more of the
consolidated net revenues of the Borrower during the most recently ended period
of four consecutive fiscal quarters.  CSFB Inc.
means Credit Suisse First Boston, Inc., a Delaware corporation.  Debt
of any Person means (i) all indebtedness 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, (iv) all obligations of such
Person as lessee under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital leases, (v)
all amounts available to be drawn, and the amount of all unpaid drawings, under
letters of credit issued for the account of such Person, and (vi) all
obligations of such Person under direct or indirect guaranties in respect of,
and obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (v)
above.  Default
means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both  Dollars
or $ shall mean lawful money of the United States of America.  Domestic
Lending Office means, with respect to any Lender, the office of such
Lender specified as its Domestic Lending Office opposite its name on Schedule
I hereto or in the Assignment and Assumption pursuant to which it became a
Lender, or such other  3 
   office of such
Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.  Effective
Date means the date on which this Agreement becomes effective pursuant to
Section 3.01.  ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder.  ERISA
Affiliate means any Person who is a member of the Borrowers controlled
group, or under common control with the Borrower, within the meaning of Section
414 of the Code.  ERISA
Event means (i)   the occurrence
with respect to a Plan of a reportable event, within the meaning of Section
4043 of ERISA, unless the 30-day notice requirement with respect thereto has
been waived by the PBGC; (ii) the provision by the administrator of any Plan of
notice of intent to terminate such Plan under a distress termination pursuant
to Section 4041(c) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(c) of ERISA which would be deemed to be,
or result in, a distress termination); (iii) the provision by the administrator
of any Plan of a notice of intent to terminate such Plan in a manner other than
as described in the preceding clause (ii) hereof; (iv) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (v) the cessation of
operations at a facility of the Borrower or any of its ERISA Affiliates in the
circumstances described in Section 4062(e) of ERISA; (vi) the withdrawal by the
Borrower or any of its ERISA Affiliates from a Multiple Employer Plan during a
plan year for which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA); (vii) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; (viii) the conditions set forth
in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon
property or rights to property of the Borrower or any of its ERISA Affiliates
for failure to make a required payment to a Plan are satisfied; (ix) the
adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA; (x) the occurrence of any event or
condition described in Section 4042(a) of ERISA that constitutes grounds for
the termination of, or the appointment of a trustee to administer, a Plan; (xi)
the receipt by the Borrower or any ERISA Affiliate of any notice that any Multiemployer
Plan is in reorganization or has been terminated or is reasonably expected to
be in reorganization or terminated; (xii) the provision of notice from the
Borrower or any of its ERISA Affiliates of its intent to withdraw from a
Multiemployer Plan where the Borrower or such ERISA Affiliate is reasonably
expected to incur Withdrawal Liability as a result of such withdrawal; or
(xiii) the filing pursuant to Section 412(d) of the Code or Section 302(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan.  ERISA
Event of Default has the meaning assigned to such term in Section 6.01(h).  Eurocurrency
Liabilities has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.  Eurodollar
Lending Office means, with respect to any Lender, the office of such
Lender specified as its Eurodollar Lending Office opposite its name on
Schedule I hereto or in the Assignment and Assumption pursuant to which it
became a Lender (or, if no such  4 
   office is
specified, its Domestic Lending Office), or such other office of such Lender as
such Lender may from time to time specify to the Borrower and the
Administrative Agent.  Eurodollar
Rate means, with respect to any Eurodollar Rate Borrowing for any Interest
Period, the interest rate per annum for deposits in U.S. dollars for a maturity
most nearly comparable to such Interest Period which appears on page 3750 (or
any successor page) of Moneyline Telerate (or any successor to or substitute
for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, on the day that is two Business Days prior to the
first day of such Interest Period.  In
the event that such rate is not available at such time for any reason, then the
Eurodollar Rate with respect to such Eurodollar Rate Borrowing for
such Interest Period shall be an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the rate at which dollar deposits
approximately equal in principal amount to (i) in the case of a Revolving
Credit Borrowing, JPMCBs portion of such Eurodollar Rate Borrowing and (ii) in
the case of an Auction Bid Borrowing, a principal amount that would have been
JPMCBs portion of such Eurodollar Rate Borrowing had such Auction Bid
Borrowing been a Revolving Credit Borrowing, and for a maturity comparable to
such Interest Period are offered to the principal London office of JPMCB in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.  Eurodollar
Rate Advance means an Advance which bears interest as provided in Section
2.07(a)(ii).  Eurodollar
Rate Reserve Percentage of any Lender for the Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such
Interest Period (or if more than one such percentage shall be so applicable,
the daily average of such percentages for those days in such Interest Period
during which any such percentage shall be so applicable) under regulations
issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period.  Events of
Default has the meaning specified in Section 6.01.  Existing
Credit Agreement means the U.S. $3,500,000,000 364-Day Auction Bid Advance
and Revolving Credit Facility Agreement dated as of May 25, 2001, among CSFB
Inc., the Borrower, various lenders party thereto, and JPMCB, as Administrative
Agent.  Facility
means the aggregate of the Commitments of all Lenders without taking into
account any utilization or deemed utilization of the Commitments.  Facility
Usage means, at any time, the sum of the amount of Advances outstanding at
such time.  Federal
Bankruptcy Code means the Bankruptcy Reform Act of 1978, as amended from
time to time.  5 
   Federal
Funds Rate means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or, if such day
is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.  Fixed Rate
means, for the period for each Fixed Rate Advance comprising part of the same
Auction Bid Borrowing, the fixed interest rate per annum determined for such
Advance, as provided in Section 2.01(c).  Fixed Rate
Advance means an Auction Bid Advance that bears interest at a fixed rate
per annum determined as provided in Section 2.01(c).  FOCUS
Report means the Financial and Operational Combined Uniform Single Report
required to be filed with the Commission or the NYSE on a monthly and quarterly
basis or any report which is required in lieu of such report.  GAAP
means generally accepted accounting principles in the United States of America.  Guarantee
means the Guarantee Agreement in the form of Exhibit F hereto between Credit
Suisse Group and JPMCB, as Administrative Agent on behalf of the Beneficiaries
(as defined therein).  Guarantor
means Credit Suisse Group.  IBA
has the meaning specified in Section 5.02(c).  Indemnified
Party has the meaning specified in Section 8.04(b).  Index Debt
means senior, unsecured long-term indebtedness for borrowed money of the
Guarantor that is not guaranteed by any other Person or subject to any other
credit enhancement.  Insufficiency
means, with respect to any Plan, the amount of unfunded benefit liabilities
(as defined in Section 4001(a)(18) of ERISA), if any, for such Plan.  Interest
Period means, for each Advance comprising part of the same Borrowing, the
period commencing on the date of such Advance (or the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be) and ending on the last day of the period selected by the Borrower
pursuant to the provisions below.  The
duration of each such Interest Period shall be (a) in the case of a Base Rate
Advance which is a Swing Line Advance other than an Unrefunded Swing Line
Advance, five Business Days,  and in the
case of all other Base Rate Advances, 1, 2, 3 or 6 months, (b) in the case of a
Eurodollar Rate Advance, 1, 2, 3 or 6 months, and (c) in the case of a Fixed
Rate Advance, any period of not fewer than seven and not more than 360 days, in
each case as  6 
   the Borrower
may select pursuant to notice given in accordance with Section 2.01(c),
2.02(a), 2.02(b) or 2.19, as the case may be; provided, however,
that:  (i)  the duration of any Interest Period for an
Auction Bid Advance or a Swing Line Advance which commences before the
Termination Date and would otherwise end after the Termination Date shall end
on the Termination Date;  (ii)  the duration of the Interest Period for any
Advance which commences before the Maturity Date and would otherwise end after
the Maturity Date shall end on the Maturity Date;  (iii)  Interest Periods commencing on the same date
for Advances comprising part of the same Borrowing shall be of the same
duration; and  (iv)  whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day,
provided, in the case of any Interest Period for a Eurodollar Rate
Advance, that if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day.  Lenders
means the Banks listed on Schedule 2.01 hereof and each assignee that shall
become a party hereto pursuant to Section 8.06.  Lien
means any lien, security interest or other charge or encumbrance of any kind,
or any other type of preferential arrangement.  Majority
Lenders means at any time Lenders having Commitments representing at least
51% of the aggregate Commitments (or the aggregate Advances, if the Commitments
have been terminated) or, for purposes of actions taken to accelerate Advances
under Article VI, Lenders holding Advances representing at least 51% of the
aggregate principal amount of the Advances outstanding.  Margin
means, as to any Eurodollar Auction Bid Advance, the margin (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) to be added to or subtracted from the Eurodollar Rate in order to
determine the interest rate applicable to such Auction Bid Advance, as
specified in the Auction Bid relating thereto.  Maturity
Date means, subject to the terms of Section 2.18, May 23, 2004.  Moodys
means Moodys Investors Service, Inc.  Multiemployer
Plan means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which the Borrower or any of its ERISA Affiliates is making or
accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.  Multiple
Employer Plan means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or
any of its ERISA Affiliates and at least one Person other than the Borrower and
its ERISA  7 
   Affiliates or
(ii) was so maintained and in respect of which the Borrower or any of its ERISA
Affiliates could have liability under Section 4064 or 4069 of ERISA in the
event such plan has been or were to be terminated.  NASD
means the National Association of Securities Dealers, Inc., or any other
self-regulatory organization which succeeds to the functions of the National
Association of Securities Dealers, Inc.  Net Assets
means, with respect to any Person, the excess (if positive) of (i) such
Persons consolidated assets over (ii) such Persons consolidated liabilities,
each case determined in accordance with GAAP.  Net
Capital Rule means Rule 15c3-1, adopted by the Commission under the
Securities Exchange Act of 1934, as amended from time to time.  Notice of
Borrowing has the meaning specified in Section 2.02(a).  Notice of
Swing Line Borrowing has the meaning specified in Section 2.02(b).  NYSE
means the New York Stock Exchange, Inc.  Other
Taxes has the meaning specified in Section 2.14(b).  Participant
has the meaning set forth in Section 8.06.  PBGC
means the Pension Benefit Guaranty Corporation or any successor entity thereto.  Person
means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.  Plan
means a Single Employer Plan or a Multiple Employer Plan.  Prime Rate
means the prime commercial lending rate as publicly announced by JPMCB in New
York City to be in effect, from time to time, as JPMCBs prime rate.  The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate actually charged to any
customer.  Principal
Subsidiary means each CSFB Broker-Dealer and each other Subsidiary of the
Borrower (i) the Net Assets of which constitute, as of the last day of the most
recently ended fiscal quarter of the Borrower, 5% or more of the consolidated
Net Assets of the Borrower, or (ii) the net revenues of which constitute, as of
the last day of the most recently ended fiscal quarter of the Borrower, 10% or
more of the consolidated net revenues of the Borrower during the most recently
ended period of four consecutive fiscal quarters.  Register
has the meaning specified in Section 8.06(b)(iv).  Revolving
Credit Advance means an Advance by a Lender to the Borrower as part of a
Revolving Credit Borrowing pursuant to Section 2.01(a).  8 
   Revolving
Credit Borrowing means a Borrowing consisting of simultaneous Revolving
Credit Advances made by the Lenders to the Borrower pursuant to Section
2.01(a).  S&P
means Standard and Poors Ratings Services, a division of the McGraw-Hill
Companies, Inc.  Similar
Credit Agreement has the meaning specified in Section 8.08.  Single
Employer Plan means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (i) is maintained for employees of the Borrower or
any of its  ERISA Affiliates and no
Person other than the Borrower or any of its ERISA Affiliates or (ii) was so
maintained and in respect of which the Borrower or any of its ERISA Affiliates
could have liability under Section 4069 of ERISA in the event such plan has
been or were to be terminated.  SIPA
means the Securities Investor Protection Act of 1970, as amended from time to
time.  SIPC
means the Securities Investor Protection Corporation or any successor thereto.  Subsidiary
means with respect to any Person (including the Borrower), any Person that is
accounted for as a consolidated subsidiary of such Person in accordance with
generally accepted accounting principles.  Swing Line
Advance has the meaning specified in Section 2.01(b).  Swing Line
Bank means each financial institution having a Swingline Commitment in
Schedule 2.01;  provided, however,
that with the agreement of the Borrower, any other Lender may become a Swing
Line Bank after the date hereof pursuant to a notification given to the
Administrative Agent by such Lender and the Borrower which sets forth such
Lenders Swing Line Commitment (which shall not in any event exceed such
Lenders Commitment hereunder).  Swing Line
Borrowing means a Borrowing consisting of Swing Line Advances.  Swing Line
Commitment means the commitment of a Swing Line Bank to make Swing Line
Advances, as set forth opposite such Swing Line Banks name on Schedule 2.01
hereof or, in the case of a Lender becoming a Swing Line Bank after the date
hereof, as notified to the Administrative Agent by such Lender and the
Borrower.  Termination
Date means the earlier of (i) subject to the terms of Section 2.18, May
23, 2003, and (ii) the date of termination in whole of the Commitments pursuant
to Section 2.05.  Type
means, with respect to any Advance, a Base Rate Advance, a Eurodollar Rate
Advance or a Fixed Rate Advance.  Unrefunded
Swing Line Advances has the meaning specified in Section 2.01(b)(iii).  9 
   Withdrawal
Liability shall have the meaning given such term under Part I of Subtitle
E of Title IV of ERISA.  SECTION 1.02. 
Computation of Time Periods. 
In this Agreement in the computation of periods of time from a specified
date to a later specified date, the word from means from and including and
the words to and until each means to but excluding.  SECTION 1.03. 
Accounting Terms.  All
accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles applicable to the
entity in respect of which such term is used.  ARTICLE II  AMOUNTS AND
TERMS OF THE ADVANCES  SECTION 2.01. 
The Advances.  (a)  Revolving Credit Advances.  Each Lender severally agrees, on the terms
and conditions hereinafter set forth, to make one or more Revolving Credit
Advances (such advances, together with (i) the Swing Line Advances and (ii) to
the extent any Lender elects to make them, Auction Bid Advances as provided in
subsection (c) of this Section 2.01, being the Advances) to the Borrower from
time to time on any Business Day during the period from the date hereof to but
excluding the Termination Date (or, if earlier, the date on which the
obligations of the Lenders to make Advances to the Borrower are terminated
pursuant to Article VI) in an aggregate principal amount not to exceed at any
time outstanding the amount set opposite such Lenders name on Schedule 2.01
hereof or, if such Lender has entered into any Assignment and Assumption, set
forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 8.06(b)(iv), as such amount may be reduced pursuant to Section
2.05 (such Lenders Commitment); provided, however, that (A)
the Facility Usage shall not at any time exceed the Facility at such time,  (B) the deemed use of the aggregate amount
of the Commitments resulting from outstanding Auction Bid Advances and Swing
Line Advances shall be applied to all the Lenders ratably according to their
respective Commitments and (C) each Revolving Credit Advance shall be made as
part of a Borrowing consisting of Revolving Credit Advances made by the Lenders
ratably in accordance with their Commitments. 
Each Revolving Credit Borrowing shall be in an aggregate amount not less
than $25,000,000 and in an integral multiple of $5,000,000.  Within the limits of the foregoing and of
each Lenders Commitment, the Borrower may, from time to time prior to the
earlier of the Termination Date and the date on which the obligations of the
Lenders to make Advances to the Borrower are terminated pursuant to Article VI,
borrow under this Section 2.01(a), repay pursuant to Section 2.06, prepay
pursuant to Section 2.10 and reborrow under this Section 2.01(a).  (b)  The Swing Line Advances.  (i) 
Each Swing Line Bank severally agrees, on the terms and subject to the
conditions hereinafter set forth, to make one or more Base Rate Advances (such
advances made pursuant to this Section 2.01(b) being the Swing Line Advances)
to the Borrower from time to time on any Business Day during the period from
the date hereof to but excluding the Termination Date (or, if earlier, the date
on which the obligations of the Lenders to make Advances to the Borrower are
terminated pursuant to Article VI) in an aggregate amount at any time
outstanding not in excess of the amount of such Swing Line Banks Swing Line
Commitment at such time; provided, however, that immediately
after giving effect to each such Swing Line Advance, the Facility Usage shall
not exceed the Facility; provided  further, however, that
(A) each Swing Line Advance shall be deemed to utilize the Commitment of each
Lender by such Lenders pro rata portion (based on the Commitments of the
Lenders) of the amount of such Swing Line Advance; (B) the aggregate amount of
Swing Line Advances of each Swing Line Bank at any time outstanding, when added
to the aggregate amount of Revolving Credit Advances of  10 
   such Swing Line Bank then outstanding, may
not exceed the Commitment of such Swing Line Bank; (C) each Swing Line
Borrowing shall be in an amount of at least $25,000,000 and shall be in an
integral multiple of $5,000,000; and (D) each Swing Line Advance shall mature
and be repaid on the fifth Business Day after the date of such Swing Line
Borrowing.  In no event may Swing Line
Advances be borrowed hereunder if (x) the Administrative Agent shall have received
notice from the Majority Lenders specifying that a Default or Event of Default
shall have occurred and be continuing, (y) such Default or Event of Default
shall not have been subsequently cured or waived and (z) any other applicable
condition precedent set forth in Article III has not been fulfilled or waived
in accordance with the terms thereof. 
All Swing Line Advances shall at all times be Base Rate Advances and may
not be converted to Advances of a different type.  Swing Line Advances shall be made by the Swing Line Banks pro
rata in accordance with the relative amounts of their Swing Line Commitments
which, after giving effect to the foregoing provisions of this Section
2.01(b)(i), are available for the making of Swing Line Advances.  Within the limits and subject to the
conditions of the foregoing, the Borrower may, prior to the earlier of the
Termination Date and the date on which the obligations of the Lenders to make
Advances to the Borrower are terminated pursuant to Article VI, borrow under this
Section 2.01(b), repay pursuant to Section 2.06(b) or prepay pursuant to
Section 2.10 and reborrow under this Section 2.01(b).  (ii)  Notwithstanding the occurrence of any
Default or Event of Default or noncompliance with the conditions precedent set forth
in Article III or the minimum borrowing amounts specified in Section 2.01, if
any Swing Line Advances shall remain outstanding at 10:00 a.m., New York City
time, on the fourth Business Day following the borrowing date thereof and if by
such time on such fourth Business Day the Administrative Agent shall have
received neither (i) a notice of borrowing delivered by the Borrower pursuant
to Section 2.02 requesting that Revolving Credit Advances be made pursuant to
Section 2.01(a) on the immediately succeeding Business Day in an amount at
least equal to the aggregate principal amount of such Swing Line Advances nor
(ii) any other notice satisfactory to the Administrative Agent indicating the
Borrowers intent to repay all such Swing Line Advances on or before the
immediately succeeding Business Day with funds obtained from other sources, the
Administrative Agent shall be deemed to have received a notice from the
Borrower pursuant to Section 2.02 requesting that a Revolving Credit Borrowing
of Base Rate Advances be made pursuant to Section 2.01(a) on such immediately
succeeding Business Day in an amount equal to the aggregate amount of such
Swing Line Advances, and the procedures set forth in Section 2.02 shall be
followed in making such Base Rate Advances, provided that the proceeds of such
Base Rate Advances received by the Administrative Agent shall be immediately
delivered to the Swing Line Banks and applied to the direct repayment of such
Swing Line Advances.  Effective on the
day such Base Rate Advances are made, the portion of the Swing Line Advances so
paid shall no longer be outstanding as Swing Line Advances and shall be
outstanding as Revolving Credit Advances of the Lenders.  On the day such Revolving Credit Borrowing
is made, each Swing Line Banks proportionate share of such Revolving Credit
Advances shall be deemed to be funded from its Swing Line Advances being
refunded.  The Borrower authorizes the
Administrative Agent and each of the Swing Line Banks to charge the Borrowers
accounts with the Administrative Agent or such Swing Line Bank (up to the
amount available in each such account) in order to immediately pay the amount
of such Swing Line Advances to the extent amounts received from the Lenders are
not sufficient to repay in full such Swing Line Advances.  If any portion of any such amount paid (or
deemed paid) to a Swing Line Bank should be recovered by or on behalf of the
Borrower from such Swing Line Bank in the event of the bankruptcy or reorganization
of the Borrower or otherwise, the loss of the amount so recovered shall be
ratably shared among all the Lenders in the manner contemplated by Section
2.15.  (iii)  If, for any reason (including without
limitation, the occurrence of an event described in Section 6.01(e)), Base Rate
Advances may not be, or are not, made pursuant to subparagraph (b)(ii) of this
Section to repay Swing Line Advances as required by such  11 
   subparagraph, effective on the date such Base
Rate Advances would otherwise have been made, each Lender severally,
unconditionally and irrevocably agrees that it shall, without regard to the
occurrence of any Default or Event of Default, purchase a participating
interest in such Swing Line Advances (Unrefunded Swing Line Advances) in an
amount equal to the amount of Base Rate Advances which would otherwise have
been made by such Lender pursuant to subparagraph (b)(ii) of this Section.  Each Lender will immediately transfer to the
Administrative Agent, in immediately available funds, the amount of its
participation, and the proceeds of such participation shall be distributed by
the Administrative Agent to the Swing Line Banks, pro rata in accordance with
the amount of their Swing Line Advances, to such extent as will reduce the amount
of the participating interest retained by each such Swing Line Bank in its
Swing Line Advances to the amount of the Base Rate Advances which were to have
been made by each such Swing Line Bank pursuant to subparagraph (b)(ii) of this
Section.  Each Lender purchasing a
participating interest in Swing Line Advances under this Section 2.01(b)(iii)
shall have the same rights as a Lender under this Agreement.  In the event any Lender fails to make
available to a Swing Line Bank the amount of such Lenders participation as
provided in this subparagraph (b)(iii), such Swing Line Bank shall be entitled
to recover such amount on demand from such Lender together with interest at the
customary rate set by the Swing Line Bank for correction of errors among banks
for one Business Day and thereafter at the Base Rate then in effect.  (iv)  Each Lenders obligation to make Revolving
Credit Advances pursuant to subparagraph (b)(ii) of this Section and to
purchase participating interests pursuant to subparagraph (b)(iii) of this
Section shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have
against a Swing Line Bank, the Borrower, or any other Person, as the case may
be, for any reason whatsoever; (ii) the occurrence or continuance of a Default
or an Event of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this
Agreement by the Borrower or any Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.  (c)  The Auction Bid Advances.  (i) 
In order to request Auction Bid Borrowings, the Borrower shall hand
deliver or telecopy to the Administrative Agent a duly completed Auction Bid
Request substantially in the form of Exhibit A-1 hereto, to be received by the
Administrative Agent (i) in the case of a Eurodollar Rate Borrowing, not later
than 10:00 a.m., New York City time, four Business Days before a proposed
Auction Bid Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before a proposed Auction
Bid Borrowing.  No Base Rate Advance
shall be requested in, or made pursuant to, an Auction Bid Request.  An Auction Bid Request that does not conform
substantially to the format of Exhibit A-1 may be rejected in the
Administrative Agents sole discretion, and the Administrative Agent shall
promptly notify the Borrower of such rejection by telecopier.  Such request shall in each case refer to
this Agreement and specify (x) whether the Borrowing then being requested is to
be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such
Borrowing (which shall be a Business Day occurring on or prior to the
Termination Date) and the aggregate principal amount thereof which shall be in
a minimum principal amount of $25,000,000 and in an integral multiple of
$5,000,000, and (z) the Interest Period with respect thereto.  Promptly after its receipt of an Auction Bid
Request that is not rejected as aforesaid, the Administrative Agent shall
invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Lenders
to bid, on the terms and conditions of this Agreement, to make Auction Bid
Advances pursuant to the Auction Bid Request. 
The Borrower may request Auction Bids for up to three separate Interest
Periods in a single Auction Bid Request, provided that the aggregate principal
amount of each Borrowing requested shall be in a minimum principal amount of
$25,000,000 and in an integral multiple of $5,000,000.  12 
    (ii)  Each Lender may, in its sole discretion,
make one or more Auction Bids to the Borrower responsive to an Auction Bid
Request.  Each Auction Bid by a Lender
must be received by the Administrative Agent via telecopier, in the form of
Exhibit A-3 hereto, (A) in the case of a Eurodollar Rate Auction Bid Borrowing,
not later than 9:30 a.m., New York City time, three Business Days before a
proposed Auction Bid Borrowing and (B) in the case of a Fixed Rate Borrowing,
not later than 9:30 a.m., New York City time, on the day of a proposed Auction
Bid Borrowing.  Multiple bids with
respect to each Interest Period specified in the related Auction Bid Request
will be accepted by the Administrative Agent. 
Auction Bids that do not conform substantially to the format of Exhibit
A-3 may be rejected by the Administrative Agent after conferring with, and upon
the instruction of, the Borrower, and the Administrative Agent shall notify the
Lender making such nonconforming bid of such rejection as soon as
practicable.  Each Auction Bid shall
refer to this Agreement and specify (x) the principal amount (which shall be in
a minimum amount of $5,000,000 and in an integral multiple of $1,000,000, and
which may equal the entire principal amount of the Auction Bid Borrowing
requested by the Borrower) of the Auction Bid Advance or Advances with respect
to an Interest Period that the applicable Lender is willing to make to the
Borrower, (y) the Auction Bid Rate or Rates at which such Lender is prepared to
make the Auction Bid Advance or Advances and (z) the Interest Period and the
last day thereof.  If a Lender submits
an Auction Bid containing offers to make Auction Bid Advances for different
Interest Periods, then such Lender may specify the maximum aggregate principal
amount of Auction Bid Advances (which shall not be less than $5,000,000 and
which shall be an integral multiple of $1,000,000) that such Lender is willing
to make in response to the related Auction Bid Request, and the Borrower may
not accept offers from such Lender for Auction Bid Advances in an aggregate principal
amount that exceeds such specified maximum aggregate principal amount.  An Auction Bid submitted by a Lender
pursuant to this subparagraph (ii) shall be irrevocable unless rejected by the
Borrower.  (iii)  The Administrative Agent shall, by 10:00 a.m.,
New York City time,  on the day
specified in subparagraph (ii) above by which Auction Bids must be received,
notify the Borrower by telecopier of all the Auction Bids made, the Auction Bid
Rate and the principal amount of each Auction Bid Advance in respect of which
an Auction Bid was made and the identity of the Lender that made each bid.  The Administrative Agent shall send a copy
of all Auction Bids to the Borrower for its records as soon as practicable
after completion of the bidding process set forth in this Section 2.01(c).  (iv)  The Borrower may in its sole and absolute
discretion, subject only to the provisions of this subparagraph (iv) and
Section 2.01, accept or reject any Auction Bid referred to in subparagraph
(iii) above; provided, however, that, immediately after giving
effect to any such acceptance, the Facility Usage shall not exceed the
Facility.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopier in the form of an
Auction Bid Accept Letter substantially in the form of Exhibit A-4, whether and
to what extent it has decided to accept any of or all the bids referred to in
subparagraph (iii) above, (A) in the case of a Eurodollar Auction Bid Advance,
not later than 10:30 a.m. New York City time, three Business Days before a
proposed Auction Bid Borrowing, and (B) in the case of a Fixed Rate Borrowing,
not later than 10:30 a.m., New York City time, on the day of a proposed Auction
Bid Borrowing; provided, however, that (A) the failure by the
Borrower to give such notice shall be deemed to be a rejection of all the bids
referred to in subparagraph (iii) above, (B) any bid referred to in
subparagraph (iii) above which is not specified in such notice as being
accepted by the Borrower shall (subject to clause (C) below) be deemed
rejected, (C) subject to the next following sentence, the Borrower shall not
accept a bid for a particular Interest Period made at a particular Auction Bid
Rate if the Borrower has decided to reject a bid for such Interest Period made at
a lower Auction Bid Rate, (D) if the Borrower shall accept a bid or bids for a
particular Interest Period made at a particular Auction Bid Rate but the amount
of such bid or bids plus the amount of bids accepted at lower Auction Bid Rates
exceeds the aggregate principal amount specified for such Interest Period in
the  13 
   Auction Bid Request, then the Borrower shall
be deemed to have accepted a portion of such bid or bids in an amount equal to
the aggregate principal amount specified for such Interest Period in the
Auction Bid Request less the amount of all other Auction Bids at a lower
Auction Bid Rate accepted with respect to such Interest Period, which
acceptance, in the case of multiple bids at such Auction Bid Rate, shall be
made pro rata in accordance with the amount of each such bid at such Auction
Bid Rate, (E) Auction Bids shall not be accepted for Auction Bid Advances in an
amount in excess of the amount specified in the relevant Auction Bid Request,
and (F) except pursuant to clause (D) above, no bid shall be accepted for an
Auction Bid Advance unless such Auction Bid Advance is in a minimum principal
amount of $5,000,000 and an integral multiple of $1,000,000; provided
further, however, that if an Auction Bid Advance must be in an
amount less than $5,000,000 because of the provisions of clause (D) above, such
Auction Bid Advance may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple bids at a particular Auction Bid Rate pursuant to clause (D), the
amounts shall be rounded to integral multiples of $1,000,000 in a manner which
shall be in the discretion of the Borrower. 
If a Lender submits an Auction Bid for multiple Interest Periods
specifying a maximum aggregate principal amount of Auction Bid Advances that
such Lender is willing to make in respect of an Auction Bid Request and the
Borrower accepts Auction Bids from such Lender for more than one Interest Period,
then the Borrower shall instruct the Administrative Agent how to apportion the
Borrowers acceptances among such bids for different Interest Periods to the
extent, if any, necessary to provide for acceptance of bids for such maximum
specified amount of Auction Bid Advances, but no more than such maximum
amount.  A notice given by the Borrower
pursuant to this subparagraph (iv) shall be irrevocable.  (v)  The Administrative Agent shall, by telecopy,
promptly notify each bidding Lender whether or not its Auction Bid has been
accepted (and if so, for which Interest Period or Interest Periods and in what
amount and at what Auction Bid Rate for each such Interest Period), and each
successful bidder will thereupon become bound, subject to the other applicable
conditions hereof, to make the Auction Bid Advance in respect of which its bid
has been accepted.  (vi)  An Auction Bid Request shall not be made
within five Business Days after the date of any previous Auction Bid Request.  (vii)  If the Administrative Agent shall elect to
submit an Auction Bid in its capacity as a Lender, it shall submit such bid
directly to the Borrower one quarter of an hour earlier than the latest time at
which the other Lenders are required to submit their bids to the Administrative
Agent pursuant to subparagraph (ii) above.  (viii)  All Notices required by this Section 2.01(c)
shall be given in accordance with Section 8.02.  Notwithstanding any other provision of this Agreement, the
Borrower shall not request, and no Lender shall make, any Auction Bid Advance
having a borrowing date after the seventh day prior to the Termination Date.  SECTION 2.02. 
Revolving Credit and Swing Line Borrowing Procedures. (a)  Each Revolving Credit Borrowing shall be
made on notice (a Notice of Borrowing), given not later than 10:00 a.m. (New
York City time) on (i) if such Advances are Eurodollar Rate Advances, the third
Business Day prior to the date of the proposed Borrowing or (ii) if such
Advances are Base Rate Advances, one Business Day prior to the date of the
proposed Borrowing.  Such Notice of
Borrowing shall be in substantially the form of Exhibit B-1 or in such other
form as the Administrative Agent and the Borrower may agree upon, and shall in
each case specify the requested (A) date of the proposed Borrowing, (B) Type of
Advances comprising the proposed Borrowing, (C) amount of the proposed
Borrowing, (D) Interest Period for the proposed Borrowing and (E) additional
information set forth in Exhibit B-1, as the case may be.  If the proposed Borrowing is comprised of
Eurodollar Rate Advances, the Administrative Agent shall  14 
   promptly contact JPMCB to determine the
applicable Eurodollar Rate, which JPMCB shall promptly provide.  Promptly after receipt of such Eurodollar
Rate from JPMCB, the Administrative Agent shall notify the Borrower and each
Appropriate Lender of the applicable interest rate under Section 2.07.  No Auction Bid Advance and no Fixed Rate
Advance shall be requested or made pursuant to a Notice of Borrowing.  The Administrative Agent shall promptly
advise the Lenders of any notice given pursuant to this 2.02(a) and of each
Lenders portion of the requested Borrowing.  (b)  Each Swing Line Borrowing shall be made on
notice, given not later than 12:00 noon (New York City time) on the date of the
proposed Swing Line Borrowing, by the Borrower to the Administrative Agent,
which shall give each Swing Line Bank prompt notice thereof and of its portion
of the requested Swing Line Borrowing. 
Each such notice of a Swing Line Borrowing (the Notice of Swing Line
Borrowing) shall be in the form of Exhibit B-2 or in such other form as the
Administrative Agent and the Borrower may agree upon, and shall be given by
telephone, telex or telecopier and, if by telephone, shall be confirmed
immediately in writing (which may be by telecopier) and shall specify therein
the requested date (which shall be a Business Day) and amount of such Swing
Line Borrowing.  Each Swing Line Bank
shall, not later than 3:00 p.m., New York City time, on the requested borrowing
date, make its portion of the requested Swing Line Borrowing available to the
Administrative Agent by wire transfer of immediately available funds to the
Administrative Agent.  After the
Administrative Agents receipt of such funds and upon fulfillment of the
conditions set forth in Article III, the Administrative Agent will make such
funds available to the Borrower at the Administrative Agents aforesaid
address, or, if a Borrowing shall not occur on such date because any condition
precedent herein specified shall not have been met, return the amounts so
received to the respective Swing Line Banks.  (c)  Each Notice of Borrowing and Notice of Swing
Line Borrowing shall be irrevocable and binding on the Borrower.  SECTION 2.03.  General Provisions Relating to Advances.  (a) 
If (i) the Administrative Agent shall, at least one Business Day before
the date of any requested Borrowing comprised of Eurodollar Rate Advances,
determine that dollar deposits in the principal amounts of the Eurodollar Rate
Advances comprising such Borrowing are not generally available in the London
interbank market or that reasonable means do not exist for determining the
Eurodollar Rate or (ii) if the Majority Lenders shall, at least one Business
Day before the date of any requested Borrowing comprised of Eurodollar Rate
Advances, notify the Administrative Agent that the Eurodollar Rate for
Eurodollar Rate Advances comprising such Borrowing will not adequately reflect
the cost to such Majority Lenders of making or funding their respective
Eurodollar Rate Advances for such Borrowing, then, in each case, the
Administrative Agent shall give prompt notice thereof to the Borrower and the
right of the Borrower  to select
Eurodollar Rate Advances for such Borrowing or any subsequent Borrowing shall
be suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances giving rise to such suspension no longer exist,
and each Advance comprising any such Borrowing shall be a Base Rate Advance.  (b)  In the case of any Borrowing to be comprised
of Eurodollar Rate Advances or Fixed Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the proposed date of
Borrowing for such Borrowing the applicable conditions set forth in Article
III, including, without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be
made by such Lender as part of such Borrowing when such Advance, as a result of
such failure, is not made on such date. 
Each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to minimize the amount
of any loss of anticipated profits payable by the Borrower to such Lender
pursuant to the immediately preceding sentence.  15 
   (c)  Subject to Section 2.18 and, in the case of
Swing Line Advances, Sections 2.01(b) and 2.02(b), each Lender shall make each
Advance to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds to the Administrative Agent in New
York, New York, not later than 11:00 a.m., New York City time (or 2:00 p.m.,
New York City time, in the case of a Base Rate Advance), and the Administrative
Agent shall promptly credit the amounts so received to the general deposit
account of the Borrower with the Administrative Agent or, if a Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective
Lenders.  Auction Bid Rate Advances
shall be made by the Lender or Lenders whose Auction Bids therefor are accepted
pursuant to Section 2.01(c) in the amounts so accepted and Revolving Credit
Advances shall be made by the Lenders pro rata in accordance with Section
2.01(a).  (d)  Unless the Administrative Agent shall have
received notice from a Lender prior to the date of any Revolving Credit
Borrowing that such Lender will not make available to the Administrative Agent
such Lenders ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with subsection (a) of
Section 2.02 and the Administrative 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
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative 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 Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable at the time to
Advances comprising such Borrowing and (ii) in the case of such Lender, the
Federal Funds Rate.  If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
so repaid shall constitute such Lenders Advance as part of such Borrowing for
purposes of this Agreement.  (e)  The failure of any Lender to make the
Advance to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Advance on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.  SECTION 2.04. 
Fees.  (a)  The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of such Lenders Commitment
from time to time in effect (whether used or unused) from and including the
date hereof in the case of each Bank and from the effective date specified in
the Assignment and Assumption pursuant to which it became a Lender in the case
of each other Lender, to but excluding the date on which such Commitment terminates.
Accrued facility fees shall be payable in arrears on the last Business Day of
March, June, September and December of each year, commencing June 30, 2002, on
any date on which the obligations of the Lenders to make Advances to the
Borrower are terminated pursuant to Article VI and on the Termination Date.  (b)  The Borrower agrees to pay to the
Administrative Agent for its own account such fees as may from time to time be
agreed between the Administrative Agent and the Borrower.  (c)  For each day prior to and including the
Termination Date on which the aggregate amount of Facility Usage exceeds 50% of
the aggregate amount of the Commitments, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender a utilization fee on the
unpaid principal amount of each Advance owed by it to such Lender at a rate per
annum equal to the Applicable Rate in effect for such day.   Accrued utilization fees shall be payable
in arrears on the last Business Day of March, June, September and December of
each year,  16 
   commencing June 30, 2002, on any date on
which the Advances become due and payable pursuant to Article VI and on the
Termination Date.  SECTION 2.05. 
Termination or Reduction of the Facility.  (a) 
The Commitments and the Swing Line Commitments shall be automatically
terminated on the Termination Date.  (b)  The Borrower shall have the right at any
time prior to the Termination Date, upon at least three Business Days notice
to the Administrative Agent, to terminate in whole or reduce ratably in part
the unused portion of the Facility (such unused portion being determined by
subtracting the Facility Usage from the Facility); provided, however,
that each partial reduction shall be in an amount not less than $25,000,000 or
an integral multiple of $5,000,000 in excess thereof; provided further, however,
that the Commitments shall not in any event be reduced to an amount less than
the Swing Line Commitments.  Each notice
delivered by the Borrower pursuant to this Section 2.05(b) shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.  (c)  Each reduction in the aggregate Commitments
hereunder shall be made ratably among the Lenders in accordance with their
respective Commitments.  The Borrower
agrees to pay to the Administrative Agent for the account of the Lenders, on
the date of each termination or reduction, the facility fees on the amount of
the Commitments so terminated or reduced accrued to the date of such
termination or reduction.  Each
reduction in the aggregate Swing Line Commitments hereunder shall be made
ratably among the Swing Line Banks in accordance with their respective Swing Line
Commitments.  (d)  Upon at least three Business Days
irrevocable notice to the Administrative Agent, the Borrower may at any time
prior to the Termination Date in whole permanently terminate, or from time to
time in part permanently reduce, the Swing Line Commitments;  provided, however, that (i)
any outstanding Swing Line Advances that would exceed the reduced or terminated
Swing Line Commitments must be prepaid in accordance with Section 2.10(b) and
(ii) each partial reduction of the Swing Line Commitments shall be in an
integral multiple of $5,000,000.  (e)  Upon at least three Business Days
irrevocable notice to the Administrative Agent, the Borrower may at any time
prior to the Termination Date in whole permanently terminate the Borrowers
rights to borrow under this Agreement; provided, however, that
any outstanding Advances made to the Borrower, all accrued and unpaid interest
thereon and all other amounts owed by the Borrower hereunder (including
indemnities with respect to any payments in connection with such termination)
shall be paid in full on or before the effective date of any such termination
in accordance with the terms hereof.  SECTION 2.06. 
Repayment of Advances. 
(a)  Revolving Credit Advances.  The principal amount of each Revolving
Credit Advance made to the Borrower shall become due and payable, and the
Borrower agrees to pay the outstanding principal balance of each such Advance,
on the Maturity Date.  (b)  Swing Line Advances.  The Borrower shall repay the outstanding
principal amount of any Swing Line Advance made to it on the earlier of (i) the
date that is five Business Days after the date on which such Swing Line Advance
was made and (ii) the Termination Date.  (c)  Auction Bid Advances.  The Borrower shall repay the aggregate
principal amount of each Auction Bid Advance made to it on the earlier of (i)
the last day of the Interest Period applicable to such Auction Bid Advance and
(ii) the Termination Date.  17 
   (d)  Each Lender and each Swing Line Bank shall,
and is hereby authorized by the Borrower to, maintain in accordance with its
usual practice records evidencing the indebtedness of the Borrower to such
Lender hereunder from time to time, including the amounts and Types of and
Interest Periods applicable to the Advances made by such Lender from time to
time and the amounts of principal and interest paid to such Lender from time to
time in respect of such Advances.  (e)  The entries made in the records maintained
pursuant to paragraph (d) of this Section 2.06 and in the Register maintained
by the Administrative Agent pursuant to Section 8.06(b)(iv) shall be prima
facie evidence of the existence and amounts of the obligations of the
Borrower to which such entries relate; provided, however, that
the failure of any Lender, any Swing Line Bank or the Administrative Agent to
maintain or to make any entry in such records or the Register, as applicable,
or any error therein, shall not in any manner affect the obligations of the
Borrower to repay the Advances in accordance with the terms of this Agreement.  SECTION 2.07. 
Interest.  (a)  Ordinary Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Advance owed by it to each Lender from the date
of such Advance until such principal amount shall become due and payable, at
the following rates per annum:  (i)  Base Rate Advances.  If such Advance is a Base Rate Advance
(including a Swing Line Advance), a rate per annum for any day during the
applicable Interest Period equal to the Base Rate in effect from time to time
during such Interest Period, payable in arrears on the last day of such
Interest Period and, if such Interest Period has a duration of six months, on
the day which occurs during such Interest Period three months from the first
day of such Interest Period.  (ii)  Eurodollar Rate Advances.  If such Advance is a Eurodollar Rate
Advance, a rate per annum for any day during the applicable Interest Period
equal to the sum of (A) the Eurodollar Rate determined by JPMCB to be in effect
for the Interest Period applicable to such Eurodollar Rate Advance plus (B) in
the case of each Eurodollar Revolving Credit Advance, the Applicable Rate in
effect from time to time during such Interest Period, and, in the case of each
Eurodollar Auction Bid Advance, the Margin (which may be negative) applicable
to such Advance, in each case payable in arrears on the last day of such
Interest Period and, if such Interest Period has a duration of six months, on
the day which occurs during such Interest Period three months from the first
day of such Interest Period.  (iii)  Fixed Rate Advances.  If such Advance is a Fixed Rate Advance, a
rate per annum equal to the Fixed Rate applicable to such Advance, payable in
arrears on the last day of the Interest Period applicable to such Fixed Rate
Advance and, if such Interest Period has a duration of more than 90 days, on
each day which occurs during such Interest Period every 90 days from the first
day of such Interest Period.  (b)  Default Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Advance made to it that is not paid when due
and, to the extent permitted by law, on the unpaid amount of all interest, fees
and other amounts payable hereunder by it that is not paid when due, payable on
demand, at a rate per annum equal at all times to (i) in the case of any amount
of principal, the greater of (A) 2% per annum above the rate per annum required
to be paid on such Advance immediately prior to the date on which such amount
became due and (B) 2% per annum above the Base Rate in effect from time to time
and (ii) in the case of all other amounts, 2% per annum above the Base Rate in
effect from time to time.  18 
   SECTION 2.08. 
Additional Interest on Eurodollar Rate Advances.  The Borrower shall pay to each Lender, so
long as such Lender shall be required under regulations of the Board of
Governors of the Federal Reserve System to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities,
additional interest on the unpaid principal amount of each Eurodollar Rate
Advance of such Lender, from the date of such Advance until such principal
amount is paid in full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (i) the Eurodollar Rate for the Interest
Period for such Advance from (ii) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
of such Lender for such Interest Period, payable on each date on which interest
is payable on such Advance.  Such
additional interest shall be determined by such Lender and notified to the
Borrower through the Administrative Agent.  SECTION 2.09. 
Interest Rate Determination. 
The Administrative Agent shall give prompt notice to the Borrower and
the Appropriate Lenders of the applicable Eurodollar Rate determined by JPMCB
hereunder in respect of each Interest Period for Eurodollar Rate Advances. The
failure of the Administrative Agent to give notice to the Borrower pursuant to
this Section 2.09 shall not relieve the Borrower from its obligation to pay any
interest in accordance with the terms of this Agreement.  SECTION 2.10. 
Prepayments.  (a)  The Borrower shall have no right to prepay
(i) any principal amount of any Revolving Credit Advances other than as
provided in subsection (b) below or (ii) any Auction Bid Advances.  (b)  The Borrower may, upon irrevocable notice
given to the Administrative Agent not later than 10:00 a.m. (New York City
time) on the third Business Day prior to the date of the proposed prepayment in
the case of a Eurodollar Rate Advance, and on the first Business Day prior to
the date of the proposed prepayment in the case of Base Rate Advances and Swing
Line Advances, stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the Advances made to it comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount not
less than $25,000,000 or an integral multiple of $5,000,000 in excess thereof
and (y) in the case of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof
pursuant to Section 8.04(c).  Any
prepayment of Advances after the Termination Date shall be permanent, and no
portion of Advances prepaid after the Termination Date may be re-borrowed
hereunder.  SECTION 2.11. 
Increased Costs.  (a)  If, due to either (i) the introduction of or
any change (other than any change by way of imposition or increase of reserve
requirements, in the case of Eurodollar Rate Advances, included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or Fixed Rate Advances,
then the Borrower agrees from time to time, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), to pay to the Administrative
Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost; provided, however,
that, before making any such demand, each Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender. 
A certificate as to the amount of such increased cost, submitted to the
Borrower and the  19 
   Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.  (b)  If any Lender determines that the adoption
after the date hereof of any applicable law, rule, regulation or guideline
regarding minimum capital, or any change therein, 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 (whether or not having the force of law) or compliance by any Lender
with any such adoption or change has the effect of reducing the rate of return
on capital for such Lender or any corporation controlling such Lender as a consequence
of its Commitment or Swing Line Commitment to lend hereunder to a level below
that which such Lender or such corporation could have achieved but for such
adoption, change or compliance, then from time to time, upon demand by such
Lender, the Borrower agrees to pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.  SECTION 2.12. 
Illegality. 
Notwithstanding any other provision of this Agreement, if any Lender
shall in good faith determine that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for such
Lender or its Eurodollar Lending Office to perform its obligations hereunder to
make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances
hereunder, such Lender shall so notify the Borrower and the Administrative
Agent.  Before giving any such notice to
the Borrower pursuant to this Section, such Lender shall use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different lending office if such designation will avoid the need
for giving such notice and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. 
Upon receipt of such notice, (i) each then outstanding Eurodollar Rate
Advance of such Lender shall automatically convert to a Base Rate Advance and
shall be maintained as a Base Rate Advance through the last day of the Interest
Period applicable thereto, (ii) such Lender shall not submit an Auction Bid in
response to a request for Eurodollar Auction Bid Advances, and (iii) the
obligation of such Lender to make Eurodollar Rate Advances shall be suspended until
such Lender shall notify the Borrower and the Administrative Agent that the
circumstances causing such suspension no longer exist.  Without limiting the Borrowers rights under
Section 2.16, if at any time after such Lender gives notice of a determination
as provided above in this Section 2.12, the Borrower notifies the
Administrative Agent that it wishes to make a Borrowing consisting of
Eurodollar Rate Advances (or if at the time of such notice, the Borrower has
previously notified the Administrative Agent of such a Borrowing, but such
Borrowing has not yet been made), such notification of Borrowing shall be
deemed to request that such Lender (and only such Lender) make an Advance in
the form of a Base Rate Advance for the Interest Period corresponding to the
Interest Period applicable to the Eurodollar Rate Advances to be made by the
other Lenders.  SECTION 2.13. 
Payments and Computations. 
(a)  The Borrower shall make each
payment hereunder (without setoff, counterclaim or deduction) not later than 11:00
a.m. (New York City time) on the day when due in U.S. dollars to the
Administrative Agent at its address referred to in Section 8.02 in same day
funds.  Except as required under Section
2.12, each Revolving Credit Borrowing, each payment or prepayment of principal
of any Revolving Credit Borrowing, each payment of the facility fees, each
reduction of the Commitments and each conversion or continuation of any
Revolving Credit Borrowing with a Revolving Credit Borrowing of any Type, shall
be allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Revolving
Credit Advances).  Each payment of principal
of any Auction Bid Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Auction Bid Advances comprising such Borrowing.  Each payment of interest on any Auction Bid
Borrowing shall be allocated pro rata among the Lenders participating in such
Borrowing in  20 
   accordance with the respective amounts of
accrued and unpaid interest on their outstanding Auction Bid Advances
comprising such Borrowing.  For purposes
of determining the available Commitments of the Lenders at any time, each
outstanding Auction Bid Borrowing and each outstanding Swing Line Borrowing
shall be deemed to have utilized the Commitments of the Lenders (including
those Lenders which shall not have made Swing Line Advances or shall not have
made Advances as part of such Auction Bid Borrowing) pro rata in accordance
with such respective Commitments; provided, however, that the Commitments
so deemed to be utilized shall in any event be available for the purpose of
refinancing such Borrowing or such Swing Line Borrowing, as the case may
be.  Each Lender agrees that in
computing such Lenders portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lenders percentage of
such Borrowing to the next higher or lower whole dollar amount.  Upon its acceptance of an Assignment and
Assumption and recording of the information contained therein in the Register
pursuant to Section 8.06(b)(iv), from and after the effective date specified in
such Assignment and Assumption, the Administrative Agent shall make all
payments hereunder in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Assumption shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.  (b)  All computations of interest pursuant to
Section 2.07 and of fees payable hereunder shall be made by the Administrative
Agent, and all computations of interest pursuant to Section 2.08, shall be made
by a Lender, on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest or fees are payable; provided, however,
that all computations of interest based on the Base Rate when the Base Rate is
determined by reference to paragraph (a) of the definition thereof shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
applicable, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest is
payable.  Each determination by the
Administrative Agent (or, in the case of Section 2.08, by a Lender) of an
interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.  (c)  Whenever any payment hereunder shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or fees, as the case
may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances to be made in
the next following calendar month, such payment shall be made on the next
preceding Business Day.  (d)  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Lenders hereunder that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall
not have so made such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from
the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Administrative Agent, at the Federal Funds Rate.  SECTION 2.14. 
Taxes.  (a)  Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.13, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Lender and the Administrative Agent, taxes imposed on or
measured by its net income, and franchise taxes imposed on it, by the
jurisdiction  21 
   under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or any political subdivision
thereof and, in the case of each Lender, taxes imposed on or measured by its
net income, and franchise taxes imposed on it, by the jurisdiction of such
Lenders Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as Taxes).  If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender
or the Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14) such Lender or
the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.  (b)  In addition, the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
from the execution, delivery, enforcement or registration of, or otherwise with
respect to, this Agreement (hereinafter referred to as Other Taxes).  (c)  Without duplication with respect to any
amounts paid pursuant to Section 2.14(a) or (b), the Borrower will indemnify
each Lender, each Swing Line Bank and the Administrative Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.14) paid by such Lender, such Swing Line Bank or the Administrative Agent (as
the case may be) and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. 
This indemnification shall be made within 30 days from the date such
Lender, such Swing Line Bank or the Administrative Agent (as the case may be)
makes written demand therefor.  (d)  Within 30 days after the date of any payment
of Taxes, the Borrower will furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof.  If any
payment hereunder is to be made by the Borrower through an account or branch
outside the United States or on behalf of the Borrower by a payor that is not a
United States person and if no taxes are payable with respect to such payment,
the Borrower will, upon the request of the Majority Lenders, furnish, or will
cause the payor to furnish, to the Administrative Agent, at such address, a
certificate from each appropriate taxing authority, or an opinion of counsel
acceptable to the Administrative Agent, in either case stating that such
payment is exempt from or not subject to Taxes.  For purposes of this subsection (d) and subsection (e), the terms
United States and United States person shall have the meanings specified in
Section 7701 of the Code.  (e)  Each Lender that is organized under the laws
of any jurisdiction other than the United States of America or any political
subdivision thereof (a Non-U.S. Lender) shall deliver to the Borrower and the
Administrative Agent (i) two copies of either United States Internal Revenue
Service Form W-8BEN or Form W-8ECI or (ii) in the case of a Non-U.S. Lender
claiming exemption from Federal withholding tax under Section 871(h) or 881(c)
of the Code with respect to payments of portfolio interest, a Form W-8BEN or
any successor form accompanied by a certificate representing that such Non-U.S.
Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten
percent shareholder of the Borrower within the meaning of 871(h)(3)(B) of the
Code and is not a controlled foreign corporation related to the Borrower within
the meaning of Section 864(d)(4) of the Code. 
Such forms shall be properly executed and delivered to the Borrower on
or before the date upon which such Non-U.S. Lender becomes a party to this
Agreement (or, in the case of a Non-U.S. Lender that is an assignee or
participant, on or before  22 
   the date of assignment or transfer) or, in
the event that such Non-U.S. Lender changes its applicable lending office, the
date such new lending office is designated. 
In addition, each Non-U.S. Lender shall deliver successor forms promptly
upon the obsolescence or invalidity of any form previously delivered by such
Non-U.S. Lender.  (f)  For any period with respect to which a
Lender has failed to provide the Borrower with the appropriate form described
in Section 2.14(e) (other  than if such failure is due to a change
in law occurring subsequent to the date on which a form originally was required
to be provided, or if such form otherwise is not required under the first
sentence of subsection (e) above), such Lender shall not be entitled to
additional amounts under Section 2.14(a) or indemnification under Section
2.14(c) with respect to withholding Taxes imposed by the United States to the
extent that such withholding Taxes are attributable to such Lenders failure to
provide the appropriate form described in Section 2.14(e); provided, however,
that, should a Lender become subject to Taxes because of its failure to deliver
a form required hereunder, the Borrower shall take such steps (at the expense
of such Lender) as such Lender shall reasonably request to assist such Lender
to recover such Taxes.  (g)  Subject to compliance with Section 8.06, in
the event that a Lender that originally provided such form as may be required
under Section 2.14(e) thereafter ceases to qualify for complete exemption from
United States withholding tax, such Lender may assign its interest under this
Agreement to any assignee and such assignee shall be entitled to the same
benefits under this Section 2.14 as the assignor provided that (i) the rate of
United States withholding tax applicable to such assignee shall not exceed the
rate then applicable to the assignor and (ii) in the reasonable judgment of
such Lender, such assignment will not subject such Lender to any unreimbursed
cost or be otherwise disadvantageous to such Lender.  (h)  Any Lender claiming any additional amounts
payable pursuant to this Section 2.14 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.  (i)  Without prejudice to the survival of any
other agreement of the Borrower hereunder, the agreements and obligations of
the Borrower contained in this Section 2.14 shall survive the payment in full
of principal and interest hereunder.  SECTION 2.15. 
Sharing of Payments, Etc. 
If any Lender shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of the
Revolving Credit Advances made by it (other than pursuant to Section 2.03(b),
2.08, 2.11, 2.14, 2.16 or 2.18) to the Borrower in excess of its ratable share
of payments on account of the Revolving Credit Advances to the Borrower
obtained by all the Lenders, such Lender shall forthwith purchase from the
other Lenders such participations in the Revolving Credit Advances to the
Borrower made by them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however,
that, if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such Lenders ratable
share (according to the proportion of (i) the amount of such Lenders required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. 
The foregoing provisions shall apply equally to payments obtained in
respect of Unrefunded Swing Line Advance participations held by the Lenders
pursuant to Section 2.01(b)(iii), with the same effect as if each  23 
   reference in the immediately preceding
sentence to Revolving Credit Advances of the Borrower were a reference to
participations in Unrefunded Swing Line Advances of the Borrower.  The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.  SECTION 2.16. 
Substitution of Lenders. 
If (i) any Lender shall request payment by the Borrower of any amounts
payable by the Borrower pursuant to Section 2.11 or 2.14 and at such time
additional amounts payable by the Borrower to such Lender pursuant to Section
2.11 or 2.14 shall continue to accrue or (ii) any Lenders obligation to make
Eurodollar Rate Advances shall be suspended pursuant to Section 2.12, then, in
each case, the Borrower may demand that such Lender assign its rights and
obligations hereunder to one or more assignees selected by the Borrower in
accordance with Section 8.06; provided, however, that no Lender
shall be obligated to make any such assignment as a result of a demand by the
Borrower unless and until such Lender shall have received one or more payments
from the Borrower or one or more assignees in an aggregate amount at least
equal to the aggregate outstanding principal amount of the Advances owing to
such Lender, together with accrued interest and accrued fees thereon to the
date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement.  SECTION 2.17. 
Use of Proceeds.  The
proceeds of the Advances shall be available (and the Borrower agrees that it
shall use such proceeds) for general corporate purposes outside of Switzerland.  SECTION 2.18. 
Extension of Termination Date and Maturity Date.  (a) The Borrower may, by delivery to the
Administrative Agent of a written request of extension (a Request of
Extension) in substantially the form of Exhibit C, given no earlier than 45
days and no later than 30 days prior to May 23, 2003 (the First Extension
Date) and, if the Termination Date shall have been extended pursuant hereto on
the First Extension Date, May 22, 2004 (the Second Extension Date; and
together with the First Extension Date, each an Extension Date),
respectively, request that each Lender agree to extend the Termination Date
applicable to its Commitment by, in the case of the First Extension Date, 364
days and, in the case of the Second Extension Date, an additional 364
days.  Each Lender shall respond by
returning a completed Request of Extension to the Administrative Agent no earlier
than 30 days and no later than 15 days prior to the Extension Date identified
in such Request of Extension, and the Administrative Agent shall promptly but
in no event later than such 10th day prior to such Extension Date, notify the
Borrower as to each Lenders response. 
A failure on the part of any Lender to return a completed Request of
Extension hereunder shall be deemed a rejection by such Lender of such Request
of Extension.  If on the 10th day prior
to the Extension Date identified in such Request of Extension, the Majority
Lenders (determined as of such 10th day) shall have agreed to such extension,
then the Termination Date shall, on such Extension Date, become the date which
is 364 days from such Extension Date and the Maturity Date shall become the
date which is one year after such new Termination Date, in each case as to each
Lender which agreed to such extension; provided, however, that
such extension of the Termination Date and the Maturity Date shall not become
effective as to any Lender which did not agree to such extension.  If on such 10th day the Majority Lenders
(determined as of such 10th day) shall not have agreed to such extension, such
extension shall not become effective as to any Lender.  (b)  If on the 10th day referred to above, the
Majority Lenders (determined as of such 10th day) have approved such extension,
but any Lender has notified the Administrative Agent that such Lender does not
agree to an extension requested by a Request of Extension, the Borrower may
demand such Lender to assign, pursuant to Section 8.06, all or a portion of its
rights  24 
   and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment and the
Advances owing it) to an assignee, with such assignment to be consummated
before the 5th day prior to such Extension Date identified in such Request of
Extension; provided, however, that no Lender shall be obligated
to make any such assignment as a result of a demand by the Borrower unless and
until such Lender shall have received one or more payments from the Borrower or
one or more assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest and accrued fees thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement.  SECTION 2.19. 
Conversion and Continuation of Revolving Credit Borrowings. The
Borrower shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (i) not later than 11:00 a.m., New York City time, one
Business Day prior to conversion, to convert any Revolving Credit Borrowing of
the Borrower into a Borrowing consisting of Base Rate Advances and (ii) not
later than 11:00 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any Revolving Credit Borrowing of the
Borrower into a Borrowing consisting of Eurodollar Rate Advances or to continue
any Borrowing consisting of Eurodollar Rate Advances to the Borrower for an
additional Interest Period, subject in each case to the following:  (a)  each conversion or continuation shall be
made pro rata among the Lenders in accordance with the respective principal
amounts of the Advances comprising the converted or continued Borrowing;  (b)  less than all the outstanding principal
amount of any Borrowing may be converted or continued, but in such case the
aggregate principal amount of such Borrowing converted or continued shall be an
integral multiple of $5,000,000 and not less than $25,000,000;  (c)  accrued interest on an Advance (or portion
thereof) being converted shall be paid by the Borrower at the time of
conversion;  (d)  if any Borrowing consisting of Eurodollar
Rate Advances is converted at a time other than the end of the Interest Period
applicable thereto, the Borrower shall pay, upon demand, any amounts due to the
Lenders pursuant to Section 8.04(c) as a result of such conversion;  (e)  any portion of a Borrowing maturing or
required to be repaid in less than one month or 30 days, respectively, may not
be converted into or continued as a Borrowing consisting of Eurodollar Rate
Advances;  (f)  any portion of a Borrowing consisting of Eurodollar
Rate Advances which cannot be continued as such by reason of clause (e) above
shall be automatically converted at the end of the Interest Period in effect
for such Borrowing into a Revolving Credit Borrowing consisting of Base Rate
Advances;  (g)  no Interest Period may be selected for any
Borrowing that would end later than the Maturity Date; and  (h)  at any time when there shall have occurred
and be continuing any Default or Event of Default, no Borrowing may be
converted into or continued as a Eurodollar Rate Advance.  25 
   Each notice
pursuant to this Section 2.19 shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and amount of the Revolving Credit
Borrowing that the Borrower requests to be converted or continued, (ii) the
Type of Advances into which such Borrowing is to be converted to or continued,
(iii) if such notice requests a conversion, the date of such conversion (which
shall be a Business Day) and (iv) if such Borrowing is to be converted to or
continued as a Borrowing consisting of Eurodollar Rate Advances, the Interest
Period with respect thereto.  If no
Interest Period is specified in any such notice with respect to any conversion
to or continuation as a Borrowing consisting of Eurodollar Rate Advances, the
Borrower shall be deemed to have selected an Interest Period of one months
duration.  The Administrative Agent
shall advise the other Lenders of any notice given pursuant to this Section
2.19 and of each Lenders portion of any converted or continued Borrowing.  If the Borrower shall not have given notice
in accordance with this Section to continue any Borrowing into a subsequent
Interest Period (and shall not otherwise have given notice in accordance with
this Section to convert such Borrowing), such Borrowing shall, at the end of
the Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into a new Interest Period as a Base Rate
Borrowing.  ARTICLE III  CONDITIONS OF
LENDING  SECTION 3.01. 
Conditions of Effectiveness. 
This Agreement shall become effective as of May 24, 2002, when, and only
when, before 3:00 p.m. May 24, 2002, (x) the Existing Credit Agreement shall
have been terminated and all indebtedness and other monetary obligations
thereunder shall have been repaid in full by the borrowers thereunder and (y)
the Administrative Agent shall have received (i) counterparts of this Agreement
executed by the Borrower, the Administrative Agent and each Lender, (ii)
counterparts of the Guarantee executed by the Guarantor and the Administrative
Agent and (iii) all of the following documents, each document (unless otherwise
indicated) being dated the date of receipt thereof by the Administrative Agent
(which date shall be the same for all such documents except as otherwise
approved by the Administrative Agent), in form and substance satisfactory to
the Administrative Agent:  (a)  Certified copies of the resolutions of the
Board of Directors of the Borrower approving or authorizing approval of the
execution, delivery and performance of this Agreement and of all documents
evidencing other necessary corporate action and governmental and regulatory
approvals, if any, with respect to this Agreement.  (b)  A certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the names and true signatures of
the officers of the Borrower authorized to sign this Agreement and the other
documents to be delivered hereunder.  (c) a
certificate or certificates of an appropriate officer of the jurisdiction of
organization of the Borrower, dated as of a date reasonably near the Effective
Date, attaching the certificate of incorporation or other constitutive
documents of the Borrower and each amendment thereto on file in his office and
certifying that (i) such certificate of incorporation or other constitutive
documents are true and complete copies thereof, (ii) such amendments (if any)
are the only amendments to such certificate of incorporation or other constitutive
documents on file in his office, (iii) the Borrower has paid all franchise
taxes to the date of such certificate and (iv) the Borrower is duly
incorporated and in good standing under the laws of such jurisdiction; and  26 
   (d)  A favorable opinion of each of Cleary,
Gottlieb, Steen & Hamilton, a General Counsel or Deputy General Counsel of
the Borrower or the Credit Suisse First Boston business unit, and Niederer
Kraft & Frey, counsel for the Guarantor, substantially in the form of
Exhibit D-1, D-2, and D-3, respectively, and as to such other matters as any
Lender and any Swing Line Bank through the Administrative Agent may reasonably
request.  (e)(i)  Certified copies of the resolutions of the
Board of Directors of the Guarantor approving or authorizing approval of the
execution, delivery and performance of the Guarantee and of all documents
evidencing other necessary corporate action and governmental and regulatory
approvals, if any, with respect to the Guarantee.  (ii)  A certificate of the Secretary, an Assistant
Secretary, a Director or another officer of the Guarantor certifying the names
of the officers of the Guarantor authorized to sign the Guarantee and the other
documents to be delivered thereunder.  (iii)  A certificate from the jurisdiction of
domicile of the Guarantor as to registration and incorporation of the
Guarantor, dated as of a date reasonably near the Effective Date, and a
certified copy of the By-Laws of the Guarantor as presently in force and on
file in such jurisdiction.  SECTION 3.02. 
Conditions Precedent to Each Borrowing.  The obligation of each Lender to make an Advance on the occasion
of each Borrowing (including the initial Borrowing) and the obligation of the
Swing Line Banks to make Swing Line Advances hereunder shall be subject to the
further conditions precedent that on the date of such Borrowing:  the following statements shall be true (and
each of the giving of the applicable Notice of Borrowing and the acceptance by
the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):  (i)  The representations and warranties contained
in Article III of the Guarantee (excluding that set forth in the last sentence
of Section 3.05 thereof) and contained in Article IV hereof  (excluding that contained in Section
4.01(j)) are correct on and as of the date of such Borrowing, before and after
giving effect to such Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date, and  (ii)  No Default has occurred and is continuing,
or would result from such Borrowing or from the application of the proceeds
therefrom.  ARTICLE IV  REPRESENTATIONS
AND WARRANTIES  SECTION 4.01. 
Representations and Warranties of the Borrower.  The Borrower represents and warrants as
follows:  (a)  The Borrower and each of its Principal
Subsidiaries (i) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation (or, if not a corporation,
the jurisdiction of its organization), (ii) has all corporate power (or, in the
case of any such Principal Subsidiary which is not a corporation, has all
necessary power) to own its property and carry on its business as now being
conducted and (iii) is duly qualified to do business and is in good standing in
each jurisdiction in which it owns or  27 
   leases
property or in which the conduct of its business requires it to so qualify or
be licensed except to the extent that failure to so qualify (or be so licensed
or registered) does not and is not reasonably likely to have a material adverse
effect on the consolidated financial condition or operations of the Guarantor
and its Subsidiaries.  (b)  The execution, delivery and performance by
the Borrower of this Agreement are within the Borrowers corporate powers, have
been duly authorized by all necessary corporate action, and do not and will not
(i) contravene the Borrowers charter or by-laws, (ii) violate any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award,
(iii) conflict with or result in the breach of, or constitute a default under,
any agreement to which the Borrower or any of its Principal Subsidiaries is a
party or which is binding on the Borrowers or any of its Principal
Subsidiaries properties or (iv) result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of the
Borrower or any of its Principal Subsidiaries.  (c)  No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by the
Borrower of this Agreement.  (d)  This Agreement is a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms.  (e)  There is no pending or threatened action or
proceeding affecting the Borrower or any Principal Subsidiary before any court,
governmental agency or arbitrator, (i) which has or is likely to have a
material adverse effect on the consolidated financial condition or business of
the Guarantor and its Subsidiaries or (ii) which purports to affect the
legality, validity or enforceability of this Agreement.  (f)  Neither the Borrower nor the Guarantor is an
investment company, as such term is defined in the Investment Company Act of
1940, as amended.  (g)  No ERISA Event has occurred or is reasonably
expected to occur that, individually or when taken together with all other such
ERISA Events, has resulted in or is reasonably likely to result in unsatisfied
liability of the Borrower and any of its ERISA Affiliates exceeding $30,000,000.  (h)  Schedule B (Actuarial Information) to the
most recent annual report (Form 5500 Series) for each Plan, copies of which
have been filed with the Internal Revenue Service and furnished to the Banks,
is complete and accurate and fairly presents the funding status of such Plan,
and since the date of such Schedule B there has been no adverse change in the
funding status of such Plan that could reasonably be expected to result in
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) of
such Plan, alone or together with the unfunded benefit liabilities of all
other Plans combined, creating a material adverse effect on the consolidated
financial position or business of the Guarantor and its Subsidiaries.  (i)  No part of the proceeds of any Advance will
be used in such a manner as to result in a violation of Section 7 of the
Securities Exchange Act of 1934 or any of the margin regulations of the Board
of Governors of the Federal Reserve System promulgated thereunder, including,
without limitation, Regulations U, T and X thereunder.  28 
   (j)  No material adverse change in the financial
position or business of the Guarantor or the Guarantor and its Subsidiaries, on
a consolidated basis, has occurred since December 31, 2001.  (k)  Each CSFB Broker-Dealer is a registered
broker-dealer in each jurisdiction in which it owns or leases property or in
which the conduct of its business requires it to so register except to the
extent that failure to so register does not and is not reasonably likely to
have a material adverse effect on the financial condition or operations of such
CSFB Broker-Dealer or the consolidated financial condition or operations of
Credit Suisse Group and its Subsidiaries. 
Each CSFB Broker-Dealer is a member organization in good standing of the
NYSE and the NASD and is duly registered as a broker-dealer with the Commission
(unless such CSFB Broker-Dealer was never a member of the NYSE or NASD, as the
case may be, and membership in the NYSE or the NASD (as the case may be) is
neither legally required nor customary for such CSFB Broker-Dealer).  (l)  The Part II FOCUS Reports of each CSFB
Broker-Dealer for the quarter most recently ended, each prepared in accordance
with applicable NYSE and Commission rules and regulations, copies of which are
to be furnished to each Bank, are correct in all material respects.  (m)  Each CSFB Broker-Dealer is engaged, directly
or indirectly, in the business of investment banking.  ARTICLE V  COVENANTS OF
THE BORROWER  SECTION 5.01. 
Affirmative Covenants.  So
long as the principal of or interest on any Advance shall remain unpaid or any
Lender shall have any Commitment hereunder, the Borrower will, unless the
Majority Lenders shall otherwise consent in writing:  (a)  Compliance with Laws, Etc.  Comply, and cause each Principal Subsidiary
to comply, with all applicable laws (including, without limitation, any
applicable federal or state securities laws, any applicable provisions of ERISA
and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized
Crime Control Act of 1970), rules, regulations and orders, except when the
failure to so comply is not reasonably likely to have a material adverse effect
on the consolidated financial condition or operations of the Guarantor and its
Subsidiaries or, in the case of any such failure by a Principal Subsidiary, on
the financial condition or operations of such Principal Subsidiary.  (b)  Maintenance of Existence.  Preserve and maintain, and cause each
Principal Subsidiary to preserve and maintain, its corporate existence in good
standing and qualify and remain qualified to do business as a foreign
corporation in each jurisdiction in which the character of the properties owned
or leased by it therein or the conduct of its business is such that failure to
qualify or be licensed has or would be reasonably likely to have a material
adverse effect on the consolidated financial condition or operations of the
Guarantor and its Subsidiaries; provided, however, that the
foregoing shall not prohibit any merger, consolidation or liquidation permitted
by Sections 5.01(f), 5.02(b) and 5.02(i).  (c)  Payment of Taxes, Etc.  Pay and discharge, and cause each Principal
Subsidiary to pay and discharge, before the same shall become delinquent, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its property;  30 
   provided,
however, that neither the Borrower nor any of its Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge or claim that is
being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained in accordance with generally accepted
accounting principles.  (d)  Maintenance of Insurance.  Maintain, and cause each Principal
Subsidiary to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Borrower or such Subsidiary
operates.  (e)  Reporting Requirements.  Furnish to the Lenders:  (i)  as soon as available and in any event within
90 days after the end of each fiscal year of the Borrower, a copy of the annual
audit report for such year for the Borrower and its Subsidiaries, containing
consolidated financial statements for such year reported on by KPMG LLP or
other independent public accountants acceptable to the Majority Lenders
(without a going concern or like qualification or exception and without any
qualification or exception as to the scope of such audit), together with (A) a
certificate of the chief financial officer or the comptroller or other
appropriate officer of the Borrower (x) stating that no Default with respect to
the Borrower or the Guarantor has occurred and is continuing or, if such a
Default has occurred and is continuing, a statement as to the nature thereof
and the action that the Borrower or the Guarantor, as the case may be, has
taken and proposes to take with respect thereto and (y) identifying each
Principal Subsidiary, and (B) a summary of legal proceedings relating to the
Guarantor or any of its Subsidiaries the likely effect of which would be to
result in a material adverse change in the financial condition of the Guarantor
and its Subsidiaries on a consolidated basis;  (ii)  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 Borrower and each CSFB Broker-Dealer, consolidated balance sheets of the
Borrower and its Subsidiaries and each CSFB Broker-Dealer and its Subsidiaries
as of the end of such quarter and consolidated statements of income and cash
flows of the Borrower and its Subsidiaries and each CSFB Broker-Dealer and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, certified by the chief financial
officer or the comptroller or other appropriate officer of the Borrower and
each CSFB Broker-Dealer, respectively, together with (A) a certificate of said
officer (x) stating that no Default with respect to the Borrower or the
Guarantor has occurred and is continuing or, if such a Default has occurred and
is continuing, a statement as to the nature thereof and the action that the
Borrower or the Guarantor, as the case may be, has taken and proposes to take
with respect thereto and (y) identifying each Principal Subsidiary, and (B) a
summary of legal proceedings relating to the Guarantor or any of its
Subsidiaries the likely effect of which would be to result in a material
adverse change in the financial condition of the Guarantor and its Subsidiaries
on a consolidated basis;  (iii)  as soon as available and in any event within
90 days after the end of each fiscal year of each CSFB Broker-Dealer, a copy of
the annual audit report for such year for such CSFB Broker-Dealer and its
Subsidiaries, containing consolidated financial statements for such year
reported on by KPMG LLP or  31 
   other
independent public accountants acceptable to the Majority Lenders (without a
going concern or like qualification and without any qualification or exception
as to the scope of such audit), together with a certificate of such accounting
firm to the Lenders stating that in the course of the regular audit of the
business of such CSFB Broker-Dealer and its Subsidiaries, which audit was
conducted by such accounting firm in accordance with generally accepted
auditing standards, such accounting firm has obtained no knowledge that a
Default under Section 5.02 or 6.01(n) has occurred and is continuing or, if
such accounting firm has obtained knowledge that such a Default has occurred
and is continuing, a statement as to the nature thereof;  (iv)  promptly after the sending or filing
thereof, a copy of any notification given by any CSFB Broker-Dealer
to the Commission regarding a net capital deficit or any capital withdrawal
made pursuant to the Net Capital Rule;  (v)  as soon as available and in any event within
two Business Days after any CSFB Broker-Dealer files its Part II FOCUS Report
for each quarter of each fiscal year with the NYSE or the Commission, such Part
II FOCUS Report for such CSFB Broker-Dealer for such quarter;  (vi)  as soon as available and in any event within
90 days after the end of the first six months of each of Credit Suisse Groups
financial years, Credit Suisse Groups semi-annual report and unaudited
accounts, certified by the chief financial officer or the comptroller or other
appropriate officer of Credit Suisse Group, as at the end of and for such six
month period, together with copies of the related directors reports;  (vii)  as soon as available and in any event within
180 days after the end of each of Credit Suisse Groups financial years, Credit
Suisse Groups consolidated and unconsolidated annual reports and audited
accounts as at the end of and for that financial year, reported on by KPMG LLP
(or its affiliates) or other independent public accountants acceptable to the
Majority Lenders (without a going concern or like qualification or exception
and without any qualification or exception as to the scope of such audit),
together with copies of the related directors and auditors reports;  (viii)  as soon as possible and in any event within
five days after the occurrence of each Event of Default with respect to the
Borrower or the Guarantor and each event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default with respect to
the Borrower or the Guarantor, a statement of the Chief Financial Officer or
other appropriate officer of the Borrower setting forth details of such Event
of Default or event and the action which the Borrower or the Guarantor, as the
case may be, has taken and proposes to take with respect thereto;  (ix)  promptly after the sending or filing
thereof, (A) copies of all reports which the Borrower or any CSFB Broker-Dealer
sends to any holders of its securities registered with the Commission under the
Securities Exchange Act of 1934, as amended, and (B) copies of all regular,
periodic and special reports, and all registration statements, that the
Guarantor, the Borrower or any CSFB Broker-Dealer, as applicable, files with
the Commission or any governmental agency that may be substituted therefor, or
with any national securities exchange in each case with respect to such
securities;  32 
   (x)  promptly after the filing or receiving
thereof, (A) copies of all notices received from the Internal Revenue Service,
the Department of Labor or the PBGC by the Borrower or any of its ERISA
Affiliates with respect to an ERISA Event and (B) copies of each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed with the
Internal Revenue Service for each Plan;  (xi)  promptly after the commencement thereof,
notice of all actions, suits, investigations, litigation and proceedings before
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting the Guarantor or any of its
Subsidiaries the likely effect of which would be to result in a material
adverse change in the financial condition of the Guarantor and its
Subsidiaries, on a consolidated basis;  (xii)  such other information respecting the
condition or operations, financial or otherwise, of the Borrower or any of its
Subsidiaries as any Lender through the Administrative Agent may from time to
time reasonably request;  (xiii)  (A) at the same time as sent to the
Guarantors shareholders, any circular, document or other written information
sent to the Guarantors shareholders as such (including interim reports if and
to the extent that these are prepared and distributed); and  (B) such other
information relating to the consolidated financial condition or business of the
Guarantor and its Subsidiaries as the Administrative Agent (or any Lender
through the Administrative Agent) may from time to time reasonably request,
except for such information as is customarily and reasonably regarded by the
Guarantor as confidential; and  (xiv) promptly
after the announcement thereof by the applicable rating agency, notice of any
change in the rating of the Index Debt by S&P or Moodys (or any substitute
rating agency) .  (f)  Ownership of Principal Subsidiaries.  Maintain ownership of 100% of (i) the voting
common stock of each Principal Subsidiary and (ii) the combined voting power of
all capital stock of each Principal Subsidiary entitled to vote in the election
of directors; provided, however, that the foregoing shall not
prohibit any merger or consolidation of a Principal Subsidiary with or into the
Borrower or another Person or any liquidation of a Principal Subsidiary into
the Borrower or another Subsidiary of the Borrower, so long as the requirements
of clauses (i) and (ii) of this sentence are satisfied by the Borrower with
respect to the surviving entity in such merger or consolidation or the
Subsidiary receiving such liquidation (in each case if such surviving or
receiving entity is not the Borrower).  SECTION 5.02. 
Negative Covenants.  So
long as any Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Borrower will not, without the written consent of the Majority
Lenders:  (a)  Liens, Etc.  Create or suffer to exist any Lien, upon or with respect to any
of its properties of any character (including, without limitation, the capital
stock of the Principal Subsidiaries) whether now owned or hereafter acquired,
or assign any right of the Borrower to receive income to secure or provide for
the payment of any Debt of any Person, other  than any of the
following Liens as to which no enforcement, collection, execution, levy or
foreclosure proceeding shall have been commenced:  (i) Liens for taxes, assessments and governmental charges or
levies to the extent not required to be paid under  33 
   Section 5.01(c)
hereof; (ii) Liens imposed by law arising in the ordinary course of business
securing obligations that are not overdue for a period of more than 30 days;
(iii) pledges or deposits to secure obligations under workers compensation
laws or similar legislation or to secure public or statutory obligations; (iv)
Liens incurred in the ordinary course of business.  (b)  Mergers, Etc.  Consolidate with or merge into or with, or
sell or otherwise dispose of all or substantially all of its assets to, any
Person, or acquire all or substantially all of the assets of any Person,
unless, in the case of any such proposed consolidation, merger or acquisition
of assets, (i) immediately after giving effect to such transaction, (A) no
Default would exist and (B) the ratings by S&P and Moodys of the Index
Debt would not be less than the ratings by S&P and Moodys of the Index
Debt immediately before giving effect to such proposed transaction and (ii) in
the case of any proposed merger or consolidation to which the Borrower will be
a party (unless the Borrower will be the survivor), the corporation formed by
any such consolidation or into which the Borrower shall be merged shall (A)
assume the Borrowers obligations hereunder pursuant to an agreement or
instrument reasonably satisfactory in form and substance to the Administrative
Agent and (B) be a direct or indirect wholly-owned Subsidiary of the Guarantor.  (c)  International Banking Act of 1978; Bank
Holding Company Act of 1956. Violate the International Banking Act of 1978,
as amended from time to time (IBA) or the Bank Holding Company Act of
1956, as amended from time to time (BHCA), or any order, regulation,
interpretation or advice issued or promulgated by, or on behalf of, the Board
of Governors of the Federal Reserve System with respect to the applicability of
the IBA or the BHCA to the Borrower, its Subsidiaries and its and their
respective activities (including, without limitation, any restrictions on the
Borrowers ability to, directly or indirectly, acquire the voting stock of a
company or engage in investment banking or merchant banking activity) if such
violation could reasonably be expected to have a material adverse effect on the
financial condition or operations of the Borrower or the consolidated financial
condition or operations of the Guarantor and its Subsidiaries.  (d)  Compliance with ERISA.  Permit to exist any occurrence of any
Reportable Event (as defined in Title IV of ERISA), or any other event or
condition, which presents a material risk of termination by the PBGC of any
Plan and the imposition of liability on the Borrower or any of its ERISA
Affiliates exceeding $30,000,000.  (e)  Prepayments, Etc. of Subordinated Debt.  Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof, or make any payment
in violation of any subordination terms of, any Debt which is subordinated in
right of payment to the obligations of the Borrower under this Agreement at any
time when (i) an Advance is outstanding hereunder or (ii) any interest, fees or
other amounts are due and payable by the Borrower hereunder; provided, however,
that such limitation shall not apply to the prepayment, redemption, purchase or
defeasance by the Borrower of any subordinated medium-term note or other such
subordinated debt if the Borrower immediately reissues subordinated Debt in a
principal amount equal to or greater than the amount of such subordinated debt
so prepaid, redeemed, purchased or defeased and such reissued subordinated Debt
(A) is subordinated in right of payment to the Debt under this Agreement on
terms no less favorable to the Lenders than the Debt being so prepaid,
redeemed, purchased or defeased and (B) does not mature prior to the stated
maturity of, and has an average life equal to or greater than, the Debt being
so prepaid, redeemed, purchased or defeased.  (f)  Loans and Advances.  Make any loans, advances or other extensions
of credit to Credit Suisse Group or any Subsidiary of Credit Suisse Group; provided,
however, that  34 
   so long as no
Event of Default shall have occurred and be continuing (i) the Borrower may
make loans, advances or other extensions of credit to any Subsidiary of Credit
Suisse Group (other than a Subsidiary of the Borrower) on terms no less
favorable to the Borrower than it would obtain in a comparable arms-length
transaction in the ordinary course of business and (ii) the Borrower may make
loans, advances or other extensions of credit to any of its Subsidiaries so
long as such loans, advances or other extensions of credit bear interest at a
rate consistent with reasonable business practices.  (g)  Debt.  Create or suffer to exist any Debt other than Debt which ranks pari
passu with, or subordinate in right of payment to, the senior
indebtedness of the Borrower represented by the Advances.  (h)  Compliance With Net Capital Rule.  Permit any violation of the Net Capital Rule
by any CSFB Broker-Dealer to remain uncured for 5 days after the Borrower
obtains knowledge of such violation.  (i)  Maintenance of Ownership of the CSFB
Broker-Dealers.  Sell or otherwise
dispose of any shares of common stock of any CSFB Broker-Dealer; provided,
however, that a merger between CSFB Broker-Dealers may be effected so
long as the surviving entity is a wholly-owned Subsidiary of the Borrower and a
registered broker-dealer.  ARTICLE VI  EVENTS OF
DEFAULT  SECTION 6.01. 
Events of Default.  If any
of the following events (Events of Default) shall occur and be continuing:  (a)  The Borrower shall fail to pay any principal
of any Advance made to it when the same becomes due and payable, or shall fail
to pay any interest on any Advance made to it or any fees payable hereunder
within five days after such interest or fees become due and payable; or  (b)  Any representation or warranty made by the
Borrower herein or by the Guarantor in the Guarantee or by the Borrower or the
Guarantor (or any of their officers) in connection with this Agreement or the
Guarantee shall prove to have been incorrect in any material respect when made
or deemed made; or  (c)  The Borrower shall fail to perform or
observe any term, covenant or agreement contained in Section 5.01(e)(viii) or
5.02 or the Guarantor shall fail to perform or observe any covenant or agreement
contained in Sections 4.02 and 4.03 of the Guarantee; or the Borrower or the
Guarantor shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or the Guarantee on its part to be
performed or observed if the failure to perform or observe such other term,
covenant or agreement shall remain unremedied for 21 days after written notice
thereof shall have been given to the Guarantor or, as the case may be, by the
Administrative Agent or any Lender; or  (d)  Any one or more of the Guarantor, CSFB Inc.,
the Borrower and the Principal Subsidiaries shall fail to pay any principal of
or premium or interest on any Debt which is outstanding in a principal amount
of at least $100,000,000 in the aggregate (but excluding Debt represented by
the Advances) of the Guarantor, CSFB Inc., the Borrower or the Principal
Subsidiaries (as the case may be), when the same becomes due and payable  35 
   (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt and, in the case
of the Principal Subsidiaries, such failure shall continue for 10 days after
the later of the date the same becomes due and payable and the last day of the
applicable grace period, if any; or any such Debt shall be declared to be due
and payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), redeemed, purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be made, in each
case prior to the stated maturity thereof; or  (e)  the Guarantor, CSFB Inc., the Borrower or
any Principal Subsidiary shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Guarantor, CSFB Inc., the Borrower or any
Principal Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its property
and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or
the appointment of a receiver, trustee, custodian or other similar official
for, it or for any substantial part of its property) shall occur; or the
Guarantor, CSFB Inc., the Borrower or any Principal Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this
subsection (e); or  (f)  Any judgment or order for the payment of
money in excess of $100,000,000 or its equivalent in the aggregate shall be in
effect against any one or more of the Guarantor, CSFB Inc., the Borrower and
the Principal Subsidiaries and there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or  (g)  Any non-monetary judgment or order shall be
in effect against the Guarantor, CSFB Inc., the Borrower or any Principal
Subsidiary that would be reasonably likely to have a material adverse effect on
the Guarantor and its Subsidiaries as a whole, and there shall be any period of
10 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or  (h)  Any event described in clause (i), (ii),
(v), (vi), (viii), (ix), (x) or (xiii) of the term ERISA Event (as defined in
Article I of this Agreement) (an ERISA Event of Default) shall have
occurred with respect to a Plan and the sum (determined as of the date of
occurrence of such ERISA Event) of the Insufficiency of such Plan and the
Insufficiency of any and all other Plans with respect to which an ERISA Event
of Default shall have occurred and then exist (or the liability of the Borrower
and its ERISA Affiliates related to such ERISA Events of Default) exceeds
$30,000,000; or  (i)  Any CSFB Broker-Dealer shall cease to be a
member organization of the NYSE or the NASD (unless such CSFB Broker-Dealer was
never a member of the NYSE or NASD, as the case may be, and membership in the
NYSE or the NASD (as the case may be) is neither legally required nor customary
for such CSFB Broker-Dealer) or shall fail to maintain its registration as a
broker-dealer with the Commission; provided, however, that a
merger between CSFB Broker-Dealers may be effected so long as the  36 
   surviving
entity is in compliance with this Section 6.01(i); or the Commission or the
NYSE shall make a decision, enter an order, or take other action with respect
to any CSFB Broker-Dealer, which materially adversely affects its business, and
such decision, order or other action shall continue unstayed and in effect for
a period of 30 days; or  (j)  The Guarantor shall cease to own
beneficially, directly or indirectly, capital stock of CSFB Inc. (or any
successor thereof) representing at least 51% of (i) the common stock of CSFB
Inc. and (ii) the combined voting power of all capital stock of CSFB Inc.
entitled to vote in the election of directors; or  (k)  The Guarantor shall cease to own beneficially,
directly or indirectly, 100% of the voting stock of the Borrower (or any
successor thereof resulting from a transaction permitted by Section 5.02(b));
or  (l)  The Borrower shall cease to own
beneficially, directly or indirectly, 100% of the voting stock of each
Principal Subsidiary (or any successor thereof resulting from a transaction
permitted by Section 5.01(f) or 5.02(i)); or  (m)  The SIPC shall apply for a protective decree
with respect to any CSFB Broker-Dealer as provided in the SIPA and such application
shall remain undismissed for a period of 30 days; or  (n)  Any CSFB Broker-Dealer shall fail to
maintain net capital equal to at least 5% of its Aggregate Debit Items as
required to be shown on any FOCUS Report for such CSFB Broker-Dealer; or  (o)  The Guarantee shall for any reason be held
by a court of competent jurisdiction not to be, or shall be asserted by the
Borrower or the Guarantor not to be, valid in accordance with the terms
thereof; or  (p)  Any event described in clause (iii), (iv), (vii),
(xi) or (xii) of the term ERISA Event (as defined in Article I of this
Agreement) shall have occurred and the sum (determined as of the date of
occurrence of such ERISA Event) of the Insufficiency of the Plan with respect
to which such ERISA Event shall have occurred and the Insufficiency of any and
all other Plans with respect to which an ERISA Event shall have occurred and
then exist (or the liability of the Borrower and its ERISA Affiliates related
to such ERISA Events) could reasonably be expected to result in a material
adverse effect on the consolidated financial position or business of the
Guarantor and its Subsidiaries;  then, and in any such event, (x) the
Administrative Agent shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the obligation of each
Lender to make Revolving Credit Advances to the Borrower and the obligation of
each of the Swing Line Banks to make Swing Line Advances to the Borrower to be
terminated, whereupon the same shall forthwith terminate, and (y) the
Administrative Agent shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, however, that, in the event of an
actual or deemed entry of an order for relief with respect to the Borrower
under the Federal Bankruptcy Code or upon the occurrence of an Event of Default
described in Section 6.01(e), (A) the obligation of each Lender to make
Advances to the Borrower and of each Swing Line Bank to make Swing Line
Advances to the Borrower shall automatically be terminated and (B) all the
Advances, all such  37 
   interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.  ARTICLE VII  THE
ADMINISTRATIVE AGENT  Subject to the
further provisions of this Article VII, each of the Lenders and each Swingline
Bank hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof, together with such actions and powers as are reasonably incidental
thereto.  The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or its Subsidiaries or other Affiliates
thereof as if it were not the Administrative Agent hereunder.  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent is required to exercise in
writing by the Majority Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
8.01), and (c) except as expressly set forth herein, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Guarantor, the Borrower or any of their
Subsidiaries or Affiliates that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity (other
than as Administrative Agent).  The
Administrative Agent shall not be liable for any action taken or not taken by
it with the consent or at the request of the Majority Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 8.01) or in the absence of its own gross
negligence or wilful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made by any other Person in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness (other than its
own execution) or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article III or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing reasonably believed by it to
be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to be made
by the proper Person, and shall not incur any liability for  38 
   relying thereon.  The Administrative Agent may consult with legal counsel (who may
be counsel for the Borrower or the Guarantor), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.  The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise
its rights and powers through their respective Affiliates.  The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of the
Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.  Subject to the
appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying
the Lenders, the Swingline Banks and the Borrower.  Upon any such resignation, the Majority Lenders shall have the
right, subject to the approval of the Borrower (provided no Event of Default
exists), to appoint a successor.  If no
successor shall have been so appointed by the Majority Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Swingline Banks, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. 
Upon the acceptance of its appointment as Administrative Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  The fees payable
by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and
such successor.  After the
Administrative Agents resignation hereunder, the provisions of this Article
and Section 8.04 shall continue in effect for the benefit of such retiring
Administrative Agent, its subagents and their respective Indemnified Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.  ARTICLE VIII  MISCELLANEOUS  SECTION 8.01. 
Amendments, Etc.  No
amendment or waiver of any provision of this Agreement, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Lenders and the Borrower,
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
the Lenders, do any of the following: 
(a) waive any of the conditions specified in Section 3.01, (b) increase
the Commitments of the Lenders or subject the Lenders to  39 
   any additional obligations, (c) reduce or
forgive the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) change the definition of Majority Lenders or the percentage of
the Commitments or of the aggregate unpaid principal amount of the Advances
which shall be required for the Lenders, the Swing Line Banks or any of them to
take any action hereunder, (f) modify the second, third or fourth sentence of
Section 2.13, Section 2.15 or any other provision providing for the equal or
ratable treatment of the Lenders, (g) release the Guarantor from the Guarantee,
or limit its liability under the Guarantee, or (h) amend this Section 8.01; provided
further, however, that no amendment, waiver or consent shall,
unless in writing and signed by (i) the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or (ii) a Swing Line Bank in addition
to the Lenders required above to take such action, increase such Swing Line
Banks Swing Line Commitment or otherwise affect the rights or obligations of
such Swing Line Bank hereunder.  SECTION 8.02. 
Notices, Etc.  All notices
and other communications provided for hereunder shall be in writing (including
telecopier communication) and mailed, telecopied or delivered, to the Borrower
at its address at Eleven Madison Avenue, New York, New York 10010, Telecopy No.
212-325-8227, Attention:  Corporate
Treasurer; if to any Bank, at its Domestic Lending Office specified opposite
its name on Schedule 1 hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Assumption pursuant to which it became a
Lender; and if to the Administrative Agent, at its address at One Chase
Manhattan Plaza, 8th Floor, New York, New York 10081, Telecopy No. (212)
552-7490, Attention: Laura A. Rebecca, with a copy to JPMorgan Chase Bank, One
Chase Manhattan Plaza, 21st Floor, New York, New York 10081, Telecopy No.
212-552-5142, Attention: Jane Buyers-Russo; or, as to each of the
aforementioned parties, at such other address as shall be designated by such
party in a written notice to the Borrower and the Administrative Agent and, in
the case of any such notice by the Borrower or the Administrative Agent, to
each other party thereto.  All such
notices and communications shall, when mailed or telecopied be effective when
deposited in the mails or telecopied respectively, except that notices and
communications to the Administrative Agent pursuant to Article II or VII shall
not be effective until received by the Administrative Agent.  SECTION 8.03. 
No Waiver; Remedies.  No
failure on the part of any Lender, any Swing Line Bank or the Administrative
Agent to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.  SECTION 8.04. 
Costs and Expenses. 
(a)  The Borrower agrees to pay on
demand all costs and expenses in connection with the syndication of the credit
facilities provided for herein and the preparation, execution, delivery,
administration, modification and amendment of this Agreement and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative
Agent as to its rights and responsibilities under this Agreement.  The Borrower further agrees to pay on demand
all costs and expenses, if any (including, without limitation, reasonable fees
and expenses of counsel for the Administrative Agent and the Lenders
hereunder), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, reasonable fees and
expenses of counsel for the Administrative Agent and the Lenders hereunder in connection
with the enforcement of rights under this Section 8.04(a).  40 
   (b)  The Borrower agrees to indemnify and hold
harmless the Administrative Agent, each Swing Line Bank and each Lender and
each of their Affiliates and their officers, directors, employees, agents and
advisors (each, an Indemnified Party) from and against any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of, or in connection with an Event of Default or
with the preparation for a defense of, any investigation, litigation or
proceeding arising out of, related to or in connection with this Agreement,
including, without limitation, any transaction in which the proceeds of any
Borrowing hereunder are or are to be applied, whether or not an Indemnified
Party is a party thereto and whether or not the transactions contemplated
hereby are consummated, except to the extent any such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Partys gross
negligence or willful misconduct.  No
Indemnified Party shall be liable to the Borrower or its Affiliates for any
damages arising from the use by others of information or other materials
provided or generated in connection with this Agreement which are obtained
through electronic telecommunications or other information transmission systems
or for any special, indirect, consequential or punitive damages in connection
with its activities related to this Agreement.  (c)  If any payment, prepayment or conversion of
any Eurodollar Rate Advance or Fixed Rate Advance is made other than on the
last day of the Interest Period for such Advance, as a result of a payment
pursuant to Section 2.10 or 2.12, a conversion of a Revolving Credit Advance
pursuant to Section 2.19, acceleration of the maturity of the Advances pursuant
to Section 6.01 or for any other reason, the Borrower shall, upon demand by any
Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses which it
may reasonably incur as a result of such payment, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by any Lender to fund or maintain such Advance.  In the event of the failure to borrow,
convert, continue or prepay any Revolving Credit Advance on the date specified
in any notice delivered pursuant hereto, the failure to borrow any Auction Bid
Advance after accepting the Auction Bid to make such Advance or the assignment
of any Advance other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.16,
2.18(b) or 8.06, then, in any such event, the Borrower shall, upon demand by
any Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses which it
may reasonably incur as a result of such event, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by any Lender to fund or maintain such Advance.  A certificate as to the amount of such losses, costs or expenses
submitted to the Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.  SECTION 8.05.  Right of Set-Off.  Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 6.01, each Lender and each Swing Line Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Swing Line Bank to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and any Advances held by such
Lender or such Swing Line Bank, whether or not such Lender or such Swing Line
Bank shall have made any demand under this Agreement and although such
obligations may be unmatured.  Each
Lender and each  41 
   Swing Line Bank agrees promptly to notify the
Borrower after any such set-off and application made by such Lender or such
Swing Line Bank; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application.  The rights of each Lender and each Swing
Line Bank under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Lender or
such Swing Line Bank may have.  SECTION 8.06. 
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
permitted hereby, except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section.  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Indemnified
Parties) any legal or equitable right, remedy or claim under or by reason of
this Agreement.  (b)(i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all or
a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitment and the Advances at the time owing to it); with the
prior written consent (such consent not to be unreasonably withheld) of:  (A) the
Borrower, provided that no consent of the Borrower shall be required for an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
below) or, if an Event of Default under clause (a) or (e) of Article VI has
occurred and is continuing, any other assignee; and  (B) the
Administrative Agent, provided that no consent of the Administrative Agent
shall be required for an assignment to an assignee that is a Lender immediately
prior to giving effect to such assignment.  (ii)  Assignments shall be subject to the
following conditions:  (A) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lenders Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that no such consent of the Borrower shall be
required if an Event of Default under clause (a) or (e) of Article VI has
occurred and is continuing;  (B) each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lenders rights and obligations under this Agreement,
provided that this clause shall not apply to rights in respect of outstanding
Auction Bid Advances;  (C) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500;  (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and  42 
   (E) in the
case of an assignment to a CLO (as defined below), the assigning Lender shall
retain the sole right to approve any amendment, modification or waiver of any
provision of this Agreement, provided that the Assignment and Assumption
between such Lender and such CLO may provide that such Lender will not, without
the consent of such CLO, agree to any amendment, modification or waiver
described in the first proviso to Section 8.01 that affects such CLO.  For purposes of
this Section 8.06(b), the terms Approved Fund and CLO have the following
meanings:  Approved
Fund means (a) a CLO and (b) with respect to any Lender that is a fund
which invests in bank loans and similar extensions of credit, any other fund
that invests in bank loans and similar extensions of credit and is managed on a
discretionary basis by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.  CLO
means any entity (whether a corporation, partnership, trust or otherwise) that
is engaged in making, purchasing, holding or otherwise investing in bank loans
and similar extensions of credit in the ordinary course of its business and is
administered or managed, in each case on a discretionary basis, by a Lender or
an Affiliate of such Lender.  (iii)  Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lenders rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.03(b), 2.11, 2.14 and 8.04(b) and
(c)).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 8.06 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.  (iv)  The Administrative Agent, acting for this
purpose as an agent of the Borrower, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Advances owing to, each Lender pursuant to the
terms hereof from time to time (the Register).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.  (v)  Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an assignee, the
assignees completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained
therein in the Register.  No assignment
shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.  43 
   (c)(i)  Any Lender may, without the consent of the
Borrower, the Administrative Agent or the Swing Line Bank, sell participations
to one or more banks or other entities (a Participant) in all or a
portion of such Lenders rights and obligations under this Agreement (including
all or a portion of its Commitment and the Advances owing to it); provided
that (A) such Lenders obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (C) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lenders rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 8.01 that affects such Participant.  Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.03(b), 2.11, 2.14 and 8.04(c) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 8.05 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.15 as though it were a Lender.  (ii)  A Participant shall not be entitled to
receive any greater payment under Section 2.11 or 2.14 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers prior written consent.  A Participant that is organized under the
laws of a jurisdiction outside the United States shall not be entitled to the
benefits of Section 2.14 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 2.14(e) as though it were a Lender.  (d)  Any Lender may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 8.06, disclose to the assignee or participant or proposed assignee
or participant, any information relating to the Borrower furnished to such
Lender by or on behalf of the Borrower; provided, however, that, prior
to any such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such Lender on terms
substantially the same as those applicable to such Lender under Section 8.07.  (e)  Any Lender may at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.  (e)  Except as expressly provided in this
Agreement, the Swing Line Banks may not assign or delegate any of their
respective rights and duties hereunder without the prior written consent of the
Borrower and the Administrative Agent.  (f)  Prior to any assignment to, or purchase of a
participation by, any employee benefit plan or any entity the assets of which
would be considered plan assets within the meaning of U.S. Department of
Labor regulations (29 CFR § 2510.3-101, or any successor thereto) (together
referred to for purposes of this paragraph as employee benefit plans) of any
rights and obligations under this Agreement, each such employee benefit plan or
other such entity shall represent to the Borrower that the holding of any such
assignment or the purchase and holding of  44 
   any such participation hereunder by such plan
or other entity is exempt from the prohibited transaction rules of ERISA and
the Code.  This representation shall be
made on each date from and including the date of any assignment or purchase of
any participation and through the date of disposition thereof.  SECTION 8.07. 
Confidentiality.  None of
the Administrative Agent or any Lender shall disclose any Confidential
Information to any Person without the consent of the Borrower, other than (a)
to the Administrative Agents or such Lenders Affiliates and its and their
officers, directors, employees, agents and advisors and to actual or
prospective assignees and participants, and then only on a confidential basis,
(b) as required by any law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.  SECTION 8.08. 
Parity.  If at any time
hereafter the Borrower shall enter into a Similar Credit Agreement (i) that
shall contain a term or condition (not including any such term or condition
which would otherwise be subject to this clause (i) but relates to the matters
as are covered herein by Section 2.03 or the definition of Applicable Rate in
Section 1.01) which a reasonable Person would conclude is favorable to a lender
and that is not contained in this Agreement or (ii) that shall contain a
modification of a term or condition (not including any such term or condition
which would otherwise be subject to this clause (ii) but relates to the matters
as are covered herein by Section 2.03 or the definition of Applicable Rate in
Section 1.01) contained herein, which a reasonable Person would conclude is
more favorable to a lender than the term or condition as set forth herein, then
the Borrower will promptly notify the Administrative Agent and the Lenders of
such term or condition (or modification thereof) and, at the request of the
Majority Lenders, shall agree to an amendment of this Agreement so that it
shall contain such a term or condition or modification, as the case may be,
applicable to the Borrower.  Similar
Credit Agreement means a committed senior unsecured bank credit agreement or
similar agreement with respect to indebtedness for money borrowed (which shall
not be deemed to include letter of credit facilities) (i) which has an initial
commitment termination date of 364 days or less, (ii) the proceeds of which may
be used by the Borrower for the same purposes the proceeds hereunder are
permitted to be used by the Borrower under Section 2.17 and (iii) which
contains terms and conditions which, when taken as a whole, have similar or
comparable import and effect on the Borrower and its Subsidiaries as the terms
and conditions contained in Section 6.01(j).  SECTION 8.09. 
Survival.  All covenants,
agreements, representations and warranties made by the Borrower and the
Principal Subsidiaries herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Advances,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Advance or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.11, 2.12, 2.13
and 8.04 and Article VII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Advances and the expiration or termination of the Commitments
or the termination of this Agreement or any provision hereof.  SECTION 8.10. 
Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.  45 
   SECTION 8.11. 
Execution in Counterparts. 
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.  SECTION 8.12. 
Currency Indemnity.  The
sole currency of account and payment for all sums payable by the Borrower under
this Agreement, including in respect of indemnities, costs and damages, is
Dollars.  Any amount received or
recovered in a currency other than Dollars (whether as a result of a judgment
or order of a court of any jurisdiction, or the enforcement thereof, in the
winding up or dissolution of the Borrower or otherwise) by the Administrative
Agent, or any Lender in respect of any sum expressed to be due to it from the
Borrower shall only constitute a discharge to the Borrower to the extent of the
amount of Dollars that the recipient is able to purchase with the amount so
received or recovered in that currency on the date of that receipt or recovery
(or, if it is not practicable to make that purchase on that date, on the first
date on which it is practicable to do so). 
If that amount of Dollars is less than the amount of Dollars expressed to
be due to the recipient under this Agreement, the Borrower shall indemnify it
against any loss sustained by it as a result. 
In any event, the Borrower shall indemnify the recipient against the
cost of making any such purchase.  For
the purpose of this Agreement, it will be sufficient for any recipient to
demonstrate that it would have suffered a loss had an actual purchase been
made. These indemnities constitute a separate and independent cause of action,
shall apply irrespective of any indulgence granted by the Administrative Agent
or any Lender and shall continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum
due under this Agreement or any other judgment or order.  SECTION 8.13.  WAIVER OF JURY TRIAL. 
EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE GUARANTEE, THE ADVANCES OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.  SECTION 8.14. 
Jurisdiction; Consent To Service of Process.  (a) 
The Borrower hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in the Borough of
Manhattan, The City of New York, and any appellate court from any thereof, in
any suit, action or proceeding arising out of or relating to this Agreement or
any other document delivered hereunder, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, Federal court.  Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any
right that the Administrative Agent or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other document
delivered hereunder against the Borrower or any of its Subsidiaries or any of
their respective properties in the courts of any jurisdiction.  (b)  The Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or any
other document delivered hereunder in any New York State or Federal court.  Each of the parties  46 
   hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.  (c)  Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section
8.02.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.  SECTION 8.15. 
Additional Agents.  Except
as expressly set forth herein, none of the Lenders or other entities identified
on the facing page of, signature pages of or elsewhere in this Agreement as a
Syndication Agent, Sole Bookrunner or Sole Lead Arranger shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. 
Without limiting the foregoing, none of the Lenders so identified shall
have or be deemed to have any fiduciary relationship with any other
Lender.  Each Lender acknowledges that
it has not relied, and will not rely, on any of the Lenders or other entities
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.  47 
   IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly unauthorized, as of the date first above
written.  CREDIT
  SUISSE FIRST BOSTON (USA), INC.,by:
  /s/ Lewis
  WirshbaName:
  Lewis
  WirshbaTitle:
  TreasurerJPMORGAN
  CHASE BANK, in its individual capacity and as Administrative Agent,by:Name:Title:BANK OF
  AMERICA, N.A., in its individual capacity and as Syndication Agent,by:Name:Title:THE BANK OF
  NEW YORK, in its individual capacity and as Syndication Agent,by:Name:Title:CITIBANK,
  N.A., in its individual capacity and as Syndication Agent,by:Name:Title:  48 
   IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  CREDIT
  SUISSE FIRST BOSTON (USA), INC.,by:Name:Title:JPMORGAN
  CHASE BANK, in its individual capacity and as Administrative Agent,by:
  /s/ Jane
  Buyers RussoName:
  Jane Buyers
  RussoTitle:
  Managing
  DirectorBANK OF
  AMERICA, N.A., in its individual capacity and as Syndication Agent,by:Name:Title:THE BANK OF
  NEW YORK, in its individual capacity and as Syndication Agent,by:Name:Title:CITIBANK,
  N.A., in its individual capacity and as Syndication Agent,by:Name:Title:  49 
   IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  CREDIT
  SUISSE FIRST BOSTON (USA), INC.,by:Name:Title:JPMORGAN
  CHASE BANK, in its individual capacity and as Administrative Agent,by:Name:Title:BANK OF
  AMERICA, N.A., in its individual capacity and as Syndication Agent,by:
  /s/ D.J.
  McMullanName:
  D.J.
  McMullanTitle:
  Managing
  DirectorTHE BANK OF
  NEW YORK, in its individual capacity and as Syndication Agent,by:Name:Title:CITIBANK,
  N.A., in its individual capacity and as Syndication Agent,by:Name:Title:  50 
    SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.CREDIT
  SUISSE FIRST BOSTON (USA), INC.,by:Name:Title:JPMORGAN
  CHASE BANK, in its individual capacity and as Administrative Agent,by:Name:Title:BANK OF
  AMERICA, N.A., in its individual capacity and as Syndication Agent,by:Name:Title:LENDER:  The Bank of New York, in its individual
  capacity and as Syndication Agentby:
  /s/
  Christian BullaroName:
  Christian
  BullaroTitle:
  Assistant
  Treasurer  CITIBANK,
  N.A., in its individual capacity and as Syndication Agent,by:
  /s/ Shinji
  KuriyamaName:
  Shinji
  KuriyamaTitle:
  Vice
  President, CON.A.C.C.  51 
   IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.  CREDIT
  SUISSE FIRST BOSTON (USA), INC.,by:Name:Title:JPMORGAN
  CHASE BANK, in its individual capacity and as Administrative Agent,by:Name:Title:BANK OF
  AMERICA, N.A., in its individual capacity and as Syndication Agent,by:Name:Title:THE BANK OF
  NEW YORK, in its individual capacity and as Syndication Agent,by:Name:Title:CITIBANK,
  N.A., in its individual capacity and as Syndication Agent,by:
  /s/ Shinji
  KuriyamaName:
  Shinji
  KuriyamaTitle:
  Vice
  President, CON.A.C.C.  52 
   LLOYDS TSB
  BANK PLC, in its individual capacity and as Syndication Agent,by:
  /s/ Michael
  J. GilliganName:
  Michael J.
  GilliganTitle:
  Director,
  Financial Institutions, USA G311by:
  /s/ Matthew
  S.R. TuckName:
  Matthew S.R.
  TuckTitle:
  Vice
  President, Financial Institutions, USA T020  53 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Bank One, NAby:
  /s/ Riva
  BrandtName:
  Riva BrandtTitle:
  Director,
  Banc One Capital Markets  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  The Bank of Tokyo-Mitsubishi, Ltdby:
  /s/ Jean
  StillName:
  Jean StillTitle:
  Authorized
  Signatory  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Bayerische Landesbank Girozentraleby:
  /s/ Andrea
  HenkelName:
  Andrea
  HenkelTitle:
  Vice
  President   54 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Credit Lyonnais New York Branchby:
  /s/ Gina
  Harth-CrydeName:
  Gina
  Harth-CrydeTitle:
  Senior Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Danske Bank A/Sby:
  /s/ John A.
  O'NeillName:
  John A.
  O'NeillTitle:
  Assistant
  General Managerby:
  /s/ Anders
  IversenName:
  Anders
  IversenTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  SVENSKA HANDELSBANKENby:
  /s/ Mark
  ClearyName:
  Mark ClearyTitle:
  Senior Vice
  Presidentby:
  /s/ H. N.
  BaconName:
  H.N. BaconTitle:
  Vice
  President   55 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  WESTPAC BANKING CORPORATIONby:
  /s/ Tony SmithName:
  Tony SmithTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  BNP
  PARIBASby:
  /s/
  Christina M. FeichtName:
  Christina M.
  FeichtTitle:
  Managing
  Directorby:
  /s/ Richard
  UngaroName:
  Richard
  UngaroTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  HSBC BANK USAby:
  /s/ Paul N. Lopez
  
  /s/ Joseph
  W. HarpsterName:
  Paul N.
  Lopez
  Name:
  Joseph W.
  HarpsterTitle:
  FVP
  Title:
  EVP   56 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Mellon Bank N.A.by:
  /s/ Thomas
  CarusoName:
  Thomas
  CarusoTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH AND/OR CAYMAN ISLANDS
  BRANCHby:
  /s/ Hinrich Holm
  
  /s/ Georg L.
  PetersName:
  Hinrich Holm
  Name:
  Georg L.
  PetersTitle:
  Vice
  President
  Title:
  Vice
  President  SIGNATURE PAGE
  TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID ADVANCE AND
  REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  ABN AMRO Bank N.V., Zweigniederlassung Frankfurt am Mainby:
  /s/ Petra van Hoeken
  
  /s/ Manfred
  LiebchenName:
  Petra van
  Hoeken
  Name:
  Manfred
  LiebchenTitle:
  Senior
  Vice-President
  Title:
  Vice-President  57 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Banco Santardar Central Hispano, S.A.by:
  /s/ Jorge
  Saavedra
  
  /s/ Sen
  LouieName:
  Jorge
  Saavedra
  Name:
  Sen LouieTitle:
  Vice
  President
  Title:
  Assistant
  Vice President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHESby:
  /s/ Henry
  SparkName:
  Henry SparkTitle:
  Assistant
  Treasurerby:
  /s/ Joseph
  J. HayesName:
  Joseph J.
  HayesTitle:
  VICE
  PRESIDENT  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Deutsche Bank AG, New York and/or Cayman Islands Branchby:
  /s/ John G.
  MoranName:
  John G.
  MoranTitle:
  Director/s/ Gayma Z.
  ShivnarainName:
  Gayma Z.
  ShivnarainTitle:
  Director   58 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  NATIONAL AUSTRALIA BANK LIMITEDby:
  /s/ Michael
  G. McHughName:
  Michael G. McHughTitle:
  Vice President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Royal Bank of Canadaby:
  /s/ Scott
  UmbsName:
  Scott UmbsTitle:
  Manager  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Skandinaviska Ensklida Banken (publ.) ABby:
  /s/ Fredrik
  Barnekow
  
  /s/ Olaf
  MyhrmanName:
  Fredrik
  Barnekow
  Name:
  Olaf MyhrmanTitle:
  
  Title:   59 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Standard Chartered Bankby:
  /s/ William
  HughesName:
  William
  HughesTitle:
  Senior Vice
  Presidentby:
  /s/ Robert
  GilbertName:
  Robert
  GilbertTitle:
  Senior Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Bayerische Hypo- und Vereinsbank AG, New
  York Branchby:
  /s/ Joel J.
  SahliName:
  Joel J.
  SahliTitle:
  Associate
  Directorby:
  /s/ Charles
  J. SahliaName:
  Charles J.
  SahliaTitle:
  Associate
  Director  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Landesbank Baden-Württemberg London Branch CityPoint, 1 Ropemaker Street GB-London EC2Y 9LWby:
  /s/ Jon
  March
  
  /s/ Ulrike
  KaesName:
  Jon March
  Name:
  Ulrike KaesTitle:
  Senior
  Manager
  Title:
  Assistant
  Manager   60 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  WELLS FARGO BANK, N.A.by:
  /s/ Jason
  PaulnockName:
  Jason
  PaulnockTitle:
  Vice
  Presidentby:
  /s/ Beth
  McGinnisName:
  Beth
  McGinnisTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Banca Antoniana Popolare Veneta, S.p.A.by:
  /s/ Renato
  Bassi
  
  /s/
  Constantine I. MarziniName:
  Renato Bassi
  Name:
  Constantine
  I. MarziniTitle:
  EVP & GM
  Title:
  General
  Counsel  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Banca Monte dei Paschi di Siena S.p.A.by:
  /s/ Serge M.
  SondakName:
  Serge M.
  SondakTitle:
  First Vice
  President & Deputy Gen. Mgr.by:
  /s/ Brian R.
  LandyName:
  Brian R.
  LandyTitle:
  Vice Pres.   61 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  CREDIT EUROPEEN SAby:
  /s/ Yves Verhulst
  
  /s/ Elmer
  BaertName:
  Yves
  Verhulst
  Name:
  Elmer BaertTitle:
  Sous-Director
  Title:
  Administrateur-Delegue  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Mizuho Corporate Bank, Ltd.by:
  /s/ Martin
  T. McNeill Jr.Name:
  Martin T.
  McNeill Jr.Title:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  NORDEA BANK FINLAD PLCby:
  /s/ Ulf
  ForsstromName:
  Ulf
  ForsstromTitle:
  Vice
  President   62 
   SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  Shinkin Central Bankby:
  /s/ Kazunari
  InagakiName:
  Kazunari
  InagakiTitle:
  General
  Manager  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  UFJ Bank, Limitedby:
  /s/
  Jean-Michel FatovicName:
  Jean-Michel
  FatovicTitle:
  Vice
  PresidentUFJ Bank
  Limited  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  UNITED OVERSEAS BANK LIMITEDby:
  /s/ Choo
  Chin Kok, FrankName:
  Choo Chin
  Kok, FrankTitle:
  Senior Vice
  President   63 
    SIGNATURE PAGE
  TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID ADVANCE AND
  REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  BANCA DI ROMA -NEW YORK BRANCHby:
  /s/
  Alessandro PaoliName:
  Alessandro
  PaoliTitle:
  Assistant
  Treasurerby:
  /s/
  Christopher StrikeName:
  Christopher
  StrikeTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID
  ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  THE NORTHERN TRUST COMPANYby:
  /s/ Jaron
  MontgomeryName:
  Jaron
  MontgomeryTitle:
  Vice
  President  SIGNATURE
  PAGE TO THE CREDIT SUISSE FIRST BOSTON (USA), INC. 364-DAY AUCTION BID ADVANCE
  AND REVOLVING CREDIT FACILITY AGREEMENT, DATED AS OF MAY 24, 2002.LENDER:
  WGZ-Bankby:
  /s/ Carola
  Mauer
  
  /s/ Dr.
  Rudolf SchinnerlName:
  Carola Mauer
  Name:
  Dr. Rudolf
  SchinnerlTitle:
  Senior
  Regional Manager
  Title:
  Vice
  President  64 
   EXHIBIT
F   GUARANTEE AGREEMENT (this Agreement) dated as of May 24, 2002,
from CREDIT SUISSE GROUP, a corporation with limited liability organized under
the laws of Switzerland (the Guarantor), in favor of the Beneficiaries
(as defined herein).  Reference is
made to the U.S. $3,000,000,000 364-Day Auction Bid Advance and Revolving
Credit Facility Agreement dated as of May 24, 2002 (as amended, supplemented or
modified from time to time, the Credit Agreement), among Credit Suisse
First Boston (USA), Inc. (the Borrower), the financial institutions
party thereto, as lenders (the Lenders), JPMorgan Chase Bank, as
Administrative Agent (the Agent), and Bank of America, N.A., The Bank
of New York, Citibank, N.A. and Lloyds TSB Bank plc, as Syndication Agents (the
Syndication Agents).  The Lenders
have agreed to extend credit to the Borrower pursuant to, and subject to the
terms specified in, the Credit Agreement. 
The obligations of the Lenders to extend credit under the Credit
Agreement are conditioned on, among other things, the execution and delivery by
the Guarantor of a guarantee agreement in the form hereof.  As the indirect or direct owner of 100% of
the issued and outstanding voting stock of the Borrower, the Guarantor derives
substantial benefits from the extension of credit to the Borrower under the
Credit Agreement.  As consideration
therefor and in order to induce the Lenders to extend credit to the Borrower
under the Credit Agreement, the Guarantor is willing to execute and deliver
this Agreement.  Accordingly, the
parties hereto agree as follows:  ARTICLE I  Definitions  SECTION
1.01.  Terms Defined in the Credit
Agreement.  Capitalized terms used
herein and not defined herein shall have the meanings set forth in the Credit
Agreement.  SECTION
1.02.  Definition of Certain Terms
Used Herein.  As used herein, the
following terms shall have the following meanings:  Beneficiaries shall mean the Lenders, the Administrative Agent
and their respective successors and assigns.  Borrowed Money includes any Indebtedness (a) for or in respect
of money borrowed or raised (whether or not for cash) by whatever means
(including acceptances, deposits and finance leases) or (b) for the deferred
purchase price of assets or services (other than goods or services obtained on
normal commercial terms in the ordinary course of trading or business).  Credit Agreement shall have the meaning assigned to such term
in the recitals hereto.  Dollars or $ shall mean lawful money of the United
States of America.  65 
   Encumbrance shall mean any mortgage, charge, pledge, lien or
other encumbrance securing any obligation of any Person or any other type of
preferential arrangement (including, without limitation, title transfer and
retention arrangements) having a similar effect.  Indebtedness shall include any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent.  ARTICLE II  Guarantee  SECTION
2.01.  Guarantee.  The Guarantor unconditionally and
irrevocably guarantees, as a primary obligor and not merely as a surety, the
due and punctual payment by the Borrower of (i) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or similar proceeding, regardless of
whether allowed or allowable as a claim in such proceeding) on the Advances
made to the Borrower, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, and (ii) all other
monetary obligations, including fees, costs, expenses and indemnities, of the
Borrower to the Lenders or the other Beneficiaries under the Credit Agreement
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or similar proceeding, regardless of whether allowed
or allowable as a claim in such proceeding) (all the foregoing obligations
being collectively called the Obligations).  The Guarantor further agrees that the Obligations may be extended
or renewed, in whole or in part, without notice to or further assent from it,
and that it will remain bound upon its guarantee notwithstanding any extension
or renewal of any Obligation.  SECTION
2.02.  Payment and Performance.  If at any time the Borrower fails to make
any payment to the Beneficiaries of any or all the Obligations when due
(subject to any applicable notice or grace periods) under and in strict
accordance with the terms of the Credit Agreement, the Guarantor shall, on or
before the Business Day immediately following the date of written demand by the
Administrative Agent or any Beneficiary, pay to such Beneficiary or to the
Administrative Agent for the benefit of the Beneficiaries any Obligations that
the Borrower has failed to pay as aforesaid. 
Any amounts paid by the Guarantor hereunder in respect of Advances,
interest and fees shall be applied in accordance with the terms of the Credit
Agreement.  SECTION
2.03.  Guarantee of Payment.  The Guarantor further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Administrative Agent or any Lender to any balance of any deposit account or
credit on the books of the Administrative Agent or any Lender in favor of the
Borrower or any other person.  SECTION
2.04.  No Discharge or Diminishment
of Guarantee.  The obligations of
the Guarantor hereunder shall be absolute and unconditional and shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including, without limitation, any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason  66 
   of the
invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of the Guarantor hereunder shall
not be discharged or impaired or otherwise affected by:  (a) the failure of the Administrative Agent or any Beneficiary to
assert any claim or demand or to enforce any remedy under the Credit Agreement,
any guarantee or any other agreement;  (b) any lack of validity or enforceability of the Borrowers
obligations under the Credit Agreement;  (c) any change in time, manner or place of payment of, or in the
principal amount, interest rate or any other term of, any of the Obligations,
or any other amendment or waiver of, or any consent to or departure from any of
the terms of, the Obligations or the Credit Agreement;  (d) any change in ownership or control of the Borrower (it being
expressly understood that Obligations incurred after the date of any such
change shall continue to be covered by this Agreement to the extent provided in
Section 2.01);  (e) any bankruptcy, insolvency, winding up or reorganization of, or
similar proceedings involving, the Borrower; or  (f) any other act, omission or circumstance which might constitute a
defense available to the Borrower or might in any manner or to any extent vary
the risk of the Guarantor or otherwise operate as a discharge of the Guarantor
as a matter of law or equity (other than the indefeasible payment in full of
all the Obligations).  SECTION
2.05.  Avoidance of Payments.  The Guarantor further agrees that its
guarantee shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest on any
Obligation is rescinded or must otherwise be restored by the Administrative
Agent or any Beneficiary upon the bankruptcy or reorganization of the Borrower
or otherwise, all as though such payment had not been made.  SECTION
2.06.  Independent Obligations.  The obligations of the Guarantor hereunder
are independent of the obligations of the Borrower or of any other Person and a
separate action or actions may be brought and prosecuted against the Guarantor
whether or not action is brought against the Borrower or any other Person, and
whether or not the Borrower or any other Person is joined in such action.  SECTION
2.07.  Continuing Obligation.  This Agreement constitutes a primary
obligation of the Guarantor and is a continuing obligation and shall (a) remain
in full force and effect in accordance with the terms hereof until the
Commitments shall have expired or been terminated and the Lenders shall have
received payment in full of all the Obligations and until all possibility for
the rescission or return of any payment to the Beneficiaries shall have ended,
(b) be binding upon the Guarantor and its successors and assigns and (c) inure to
the benefit of and be enforceable by the Beneficiaries and their respective
successors and permitted assigns.  SECTION
2.08.  Waiver.  Except for notices or demands expressly
required hereunder, the Guarantor hereby waives, to the extent permitted by
applicable law, 67 
   (a) acceptance hereof by the
Beneficiaries, (b) presentment, demand for performance, protest, promptness,
diligence, notice of acceptance, notice of dishonor and any other notice with
respect to any of the Obligations, this Agreement or any obligation of the
Guarantor hereunder and (c) any other notices or demands of any kind.  SECTION
2.09.  Subrogation.  The Guarantor will not exercise any rights
against the Borrower that it may acquire by way of subrogation hereunder, by
any payment made hereunder or otherwise, until the Commitments shall have
expired or been terminated and the Obligations shall have been paid in
full.  If any amount shall nevertheless
be paid to the Guarantor on account of such subrogation rights at any time
prior to the expiration or termination of the Commitments and payment in full
of the Obligations and all of the Guarantors payment obligations contained in
this Agreement, such amount shall be held in trust for the benefit of the
Beneficiaries and shall forthwith be paid to the Beneficiaries or the
Administrative Agent for the benefit of the Beneficiaries and shall be credited
and applied toward the Obligations in accordance with the terms hereof and of
the Credit Agreement.  Subject to the
foregoing, nothing contained in this Agreement shall be deemed a waiver of the
Guarantors right of subrogation against the Borrower.  SECTION
2.10.  Taxes.  (a) 
Any and all payments by the Guarantor hereunder shall be made free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Beneficiary, taxes imposed on or
measured by its net income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Beneficiary is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on
or measured by its net income, and franchise taxes imposed on it, by the
jurisdiction of such Lenders Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as Taxes).  If the Guarantor shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any
Beneficiary, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.10) such Beneficiary receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor
shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.  (b)  In addition, the Guarantor agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
from the execution, delivery, enforcement or registration of, or otherwise with
respect to, this Agreement (hereinafter referred to as Other Taxes).  (c)  The Guarantor will indemnify each Beneficiary
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.10) paid by such Beneficiary and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30
days from the date such Beneficiary makes written demand therefor.  68 
   ARTICLE III  Representations
and Warranties  The Guarantor
represents and warrants to each Beneficiary that:  SECTION
3.01.  Organization; Powers.  The Guarantor (i) is duly organized, validly
existing and in good standing under the laws of Switzerland, (ii) has all
corporate power to own its property and carry on its business as now being
conducted and (iii) is duly qualified to do business and is in good standing in
each jurisdiction in which it owns or leases property or in which the conduct
of its business requires it to so qualify or be licensed except to the extent
that failure to so qualify (or be so licensed or registered) does not and is
not reasonably likely to have a material adverse effect on the consolidated
financial condition or operations of the Guarantor and its Subsidiaries.  SECTION
3.02.  Authorization.  The execution, delivery and performance by
the Guarantor of this Agreement are within the Guarantors corporate powers,
have been duly authorized by all necessary corporate action, and do not and
will not (i) contravene the Guarantors constitutive documents, (ii) violate
any law, rule, regulation (including, without limitation, any exchange control
or similar regulation), order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any agreement to which the Guarantor or any of its
Subsidiaries is a party or which is binding on the Guarantors or any of its
Subsidiaries properties or (iv) result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of the
Guarantor or any of its Subsidiaries.  SECTION
3.03.  Governmental Approvals.  No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by the
Guarantor of this Agreement (including, without limitation, the making of
payments hereunder in Dollars, as contemplated hereby).  SECTION
3.04.  Enforceability.  This Agreement is a legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance
with its terms.  SECTION 3.05. Financial Statements.  The consolidated balance sheets of the
Guarantor and its consolidated Subsidiaries as at December 31, 2001, and the
related consolidated statements of profit and loss account and source and
application of funds of the Guarantor and such Subsidiaries for the fiscal year
or six-month period then ended, as applicable, copies of which have been
furnished to each Lender, fairly present the financial condition of the
Guarantor and such Subsidiaries as at such date and the results of the
operations of the Guarantor and such Subsidiaries for the period ended on such
date, all in accordance with applicable provisions of Swiss law.  During the period from December 31, 2001 to
the date of this Agreement there has not occurred any material adverse change
in the Guarantors financial condition or business or in the consolidated
financial position or business of it and its Subsidiaries.  SECTION
3.06.  Litigation. There is no pending or threatened action or
proceeding affecting the Guarantor or any Subsidiary of the Guarantor before
any court, governmental agency or arbitrator, (a) which has or probably will
have a material adverse effect  69 
   on the
consolidated financial condition or business of the Guarantor and its
Subsidiaries or (b) which purports to affect the legality, validity or
enforceability of this Agreement.  ARTICLE IV  Covenants  The Guarantor
covenants and agrees with each Beneficiary that so long as this Agreement shall
remain in effect and until the Commitments have been terminated and all the
Obligations shall have been paid in full, unless the Majority Lenders shall
otherwise consent in writing, the Guarantor:  SECTION
4.01.  Existence.  Will preserve and maintain its corporate
existence, provided that the foregoing will not prohibit the Guarantor from
merging or consolidating with or into any other corporation if, (i) immediately
after giving effect thereto, no Default would exist and (ii) if the Guarantor
is not the surviving corporation, the surviving corporation shall assume the
Guarantors obligations hereunder in an agreement or instrument reasonably
satisfactory in form and substance to the Majority Lenders.  SECTION
4.02.  Status of Guarantee.  Will at all times cause its payment
obligations under this Agreement to rank at least equally and ratably in all
respects with all its other unsecured and unsubordinated indebtedness except
for such indebtedness as would, by virtue only of the law in force in its place
of incorporation, be preferred in the event of its winding-up.  SECTION
4.03.  Liens.  Will not create or have outstanding any
Encumbrance in respect of Borrowed Money on or over its assets, except for:  (a) liens arising solely by operation of law (or by an agreement
evidencing the same) in the ordinary course of its business in respect of
indebtedness which either (a) has been due for less than 30 days or (b) is
being contested in good faith and by appropriate means;  (b) any Encumbrance created on any asset acquired by it after the date
of this Agreement for the purpose of financing or refinancing that acquisition
and securing a principal, capital or nominal amount not exceeding the cost of
that acquisition;  (c) any other Encumbrance created or outstanding with the prior consent
of the Majority Lenders; or  (d) any other Encumbrance created or outstanding on or over assets of
the Guarantor provided that the aggregate outstanding principal, capital or
nominal amount secured by all Encumbrances created or outstanding under this
exception on or over assets of the Guarantor does not at any time exceed
U.S.$200,000,000 or its equivalent (for the avoidance of doubt, any Encumbrance
on shares owned by and/or shares of the share capital of the Guarantor in
connection with the securing of options (Stillhalteroptionen) shall not be
considered for the purposes of this paragraph (d)).  70 
   ARTICLE V  Miscellaneous  SECTION
5.01.  Currency Indemnity.  The sole currency of account and payment for
all sums payable by the Guarantor under this Agreement, including in respect of
indemnities, costs and damages, is Dollars. 
Any amount received or recovered in a currency other than Dollars
(whether as a result of a judgment or order of a court of any jurisdiction, or
the enforcement thereof, in the winding up or dissolution of the Guarantor or
otherwise) by any Beneficiary in respect of any sum expressed to be due to it
from the Guarantor shall only constitute a discharge to the Guarantor to the
extent of the amount of Dollars that the recipient is able to purchase with the
amount so received or recovered in that currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on
the first date on which it is practicable to do so).  If that amount of Dollars is less than the amount of Dollars
expressed to be due to the recipient under this Agreement, the Guarantor shall
indemnify it against any loss sustained by it as a result.  In any event, the Guarantor shall indemnify
the recipient against the cost of making any such purchase.  For the purpose of this Guarantee, it will
be sufficient for any Beneficiary to demonstrate that it would have suffered a
loss had an actual purchase been made. 
These indemnities constitute a separate and independent cause of action,
shall apply irrespective of any indulgence granted by any Beneficiary and shall
continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under this Agreement or
the Credit Agreement or any other judgment or order.  SECTION
5.02.  Survival of Agreement.  This Agreement and the terms, covenants and
conditions hereof shall be binding upon the Guarantor and its successors and
shall inure to the benefit of the Beneficiaries and their respective successors
and assigns.  The Guarantor shall not be
permitted to assign or transfer any of its rights or obligations under this
Agreement, except as expressly contemplated by this Agreement or the Credit
Agreement.  SECTION 5.03.  Waivers; Amendment.  (a) No failure on the part of any
Beneficiary to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy by any Beneficiary preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.  All remedies hereunder and
under the Credit Agreement are cumulative and are not exclusive of any other
remedies provided by law.  Except as
provided in the Credit Agreement, neither the Administrative Agent nor the
Lenders shall be deemed to have waived any rights hereunder or under any other
agreement or instrument unless such waiver shall be in writing and signed by
such parties.  (b) (i)
Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to a written agreement entered into between the
Guarantor and the Administrative Agent with the prior written consent of the
Majority Lenders and (ii) this Agreement shall not be terminated and the
Guarantor shall not be released from any of its obligations under Article II of
this Agreement without the prior written consent of all of the Lenders.  SECTION
5.04.  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  71 
   SECTION
5.05.  Notices.  All communications and notices hereunder
shall be in writing and given as provided in Section 8.02 of the Credit
Agreement.  All communications and
notices hereunder to the Guarantor shall be given to it at:  Credit Suisse
Group
Paradeplatz 8
Postfach 1
8070, Zurich
SWITZERLAND
Telecopy No: 41-1-333-2587  SECTION 5.06. Jurisdiction; Consent to Service.  The Guarantor irrevocably agrees that any
legal suit, action or proceeding arising out of or based upon this Agreement
and the transactions contemplated hereby may be instituted in any State or
Federal court in the Borough of Manhattan, The City of New York (each, a New
York Court), irrevocably waives, to the fullest extent it may effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any such proceeding in any such court and irrevocably submits to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding.  The Guarantor hereby appoints Credit Suisse
First Boston Corporation, acting through its offices located at Eleven Madison
Avenue, New York, New York 10010 in the Borough of Manhattan, The City of New
York and its successors as its authorized agent upon which process may be
served in any action arising out of or based on this Agreement which may be
instituted in any New York Court by any Beneficiary.  Such appointment shall be irrevocable until all obligations of
the Guarantor under this Agreement have been performed. The Guarantor shall
take any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment or appointments
in full force and effect as aforesaid. 
Service of process upon the authorized agent at the address indicated
above, as such address may be changed within the Borough of Manhattan, The City
of New York by notice given by the authorized agent to the Guarantor, shall be
deemed, in every respect, effective service of process upon the Guarantor.  Notwithstanding the foregoing, any action
arising out of or based on this Guarantee may be instituted by any Beneficiary
in any competent court in Switzerland, and the Guarantor further submits to the
jurisdiction of the courts of its own domicile in any such action.  SECTION
5.07.  Cost and Expenses.  The Guarantor agrees to pay on demand all
costs and expenses, if any (including, without limitation, reasonable fees and
expenses of counsel for any Beneficiary) in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this
Agreement, including, without limitation, reasonable fees and expenses of
counsel for any Beneficiary in connection with the enforcement of rights under
this Section.  SECTION
5.08.  WAIVER OF JURY TRIAL.  THE GUARANTOR, THE ADMINISTRATIVE AGENT AND
THE BENEFICIARIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
GUARANTOR, THE ADMINISTRATIVE AGENT OR THE BENEFICIARIES IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.  72 
   IN WITNESS
WHEREOF, the Guarantor has duly executed and delivered this Agreement as of the
day and year first above written.  CREDIT
  SUISSE GROUP,byName:Title:byName:Title:The
  foregoing Guarantee 
  Agreement is hereby accepted 
  as of the date first above 
  written.JPMORGAN
  CHASE BANK, 
  as Administrative Agent on behalf 
  of the Beneficiaries,byName:Title:  73