<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                          Published CUSIP Number: ______________

                                CREDIT AGREEMENT

                           Dated as of August 12, 2005

                                      among

                             STARBUCKS CORPORATION,

                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       and
                                 CITIBANK, N.A.,
                                       as
                             Co-Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                                       and
                             WELLS FARGO BANK, N.A.
                                       as
                  Joint Lead Arrangers and Joint Book Managers

                             WELLS FARGO BANK, N.A.
                                       as
                                Syndication Agent

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
         Section                                                                                                          Page
         -------                                                                                                          ----
<S>                                                                                                                       <C>
                                                          ARTICLE I.
                                               DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms..........................................................................................            1

1.02     Other Interpretive Provisions..........................................................................           23

1.03     Accounting Terms.......................................................................................           23

1.04     Exchange Rates; Currency Equivalents...................................................................           24

1.05     Additional Alternative Currencies......................................................................           24

1.06     Change of Currency.....................................................................................           25

1.07     Times of Day...........................................................................................           26

1.08     Letter of Credit Amounts...............................................................................           26

                                                         ARTICLE II.
                                            THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Committed Loans........................................................................................           26

2.02     Borrowings, Conversions and Continuations of Committed Loans...........................................           26

2.03     Bid Loans..............................................................................................           29

2.04     Letters of Credit......................................................................................           32

2.05     Swing Line Loans.......................................................................................           41

2.06     Prepayments............................................................................................           43

2.07     Termination or Reduction of Commitments................................................................           45

2.08     Repayment of Loans.....................................................................................           45

2.09     Interest...............................................................................................           45

2.10     Fees...................................................................................................           46

2.11     Computation of Interest and Fees.......................................................................           47

2.12     Evidence of Debt.......................................................................................           47

2.13     Payments Generally; Administrative Agent's Clawback....................................................           48

2.14     Sharing of Payments by Lenders.........................................................................           50

2.15     Increase in Commitments................................................................................           50

                                                         ARTICLE III.
                                            TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes..................................................................................................           51

3.02     Illegality.............................................................................................           54
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                        <C>
3.03     Inability to Determine Rates...........................................................................           54

3.04     Increased Costs........................................................................................           55

3.05     Compensation for Losses................................................................................           56

3.06     Mitigation Obligations; Replacement of Lenders.........................................................           57

3.07     Survival...............................................................................................           57

                                                         ARTICLE IV.
                                          CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01     Conditions of Initial Credit Extension.................................................................           58

4.02     Conditions to all Credit Extensions....................................................................           59

                                                          ARTICLE V.
                                                REPRESENTATIONS AND WARRANTIES

5.01     Existence, Qualification and Power; Compliance with Laws...............................................           60

5.02     Authorization; No Contravention........................................................................           60

5.03     Governmental Authorization; Other Consents.............................................................           60

5.04     Binding Effect.........................................................................................           61

5.05     Financial Statements; No Material Adverse Effect; No Internal Control Event............................           61

5.06     Litigation.............................................................................................           61

5.07     No Default.............................................................................................           62

5.08     Ownership of Property; Liens...........................................................................           62

5.09     Environmental Compliance...............................................................................           62

5.10     Insurance..............................................................................................           62

5.11     Taxes..................................................................................................           62

5.12     ERISA Compliance.......................................................................................           62

5.13     Subsidiaries; Equity Interests.........................................................................           63

5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.........................           63

5.15     Disclosure.............................................................................................           63

5.16     Compliance with Laws...................................................................................           64

5.17     Intellectual Property; Licenses, Etc...................................................................           64

                                                         ARTICLE VI.
                                                    AFFIRMATIVE COVENANTS

6.01     Financial Statements...................................................................................           64

6.02     Certificates; Other Information........................................................................           65

6.03     Notices................................................................................................           67
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                        <C>
6.04     Payment of Obligations.................................................................................           67

6.05     Preservation of Existence, Etc.........................................................................           68

6.06     Maintenance of Properties..............................................................................           68

6.07     Maintenance of Insurance...............................................................................           68

6.08     Compliance with Laws...................................................................................           68

6.09     Books and Records......................................................................................           68

6.10     Inspection Rights......................................................................................           68

6.11     Use of Proceeds........................................................................................           69

                                                         ARTICLE VII.
                                                      NEGATIVE COVENANTS

7.01     Liens..................................................................................................           69

7.02     Indebtedness...........................................................................................           70

7.03     Fundamental Changes....................................................................................           71

7.04     Change in Nature of Business...........................................................................           71

7.05     Transactions with Affiliates...........................................................................           71

7.06     Consolidated Fixed Charge Coverage Ratio...............................................................           71

7.07     Burdensome Agreements..................................................................................           71

                                                        ARTICLE VIII.
                                                EVENTS OF DEFAULT AND REMEDIES

8.01     Events of Default......................................................................................           72

8.02     Remedies Upon Event of Default.........................................................................           73

8.03     Application of Funds...................................................................................           74

                                                         ARTICLE IX.
                                                     ADMINISTRATIVE AGENT

9.01     Appointment and Authority..............................................................................           75

9.02     Rights as a Lender.....................................................................................           75

9.03     Exculpatory Provisions.................................................................................           75

9.04     Reliance by Administrative Agent.......................................................................           76

9.05     Delegation of Duties...................................................................................           77

9.06     Resignation of Administrative Agent....................................................................           77

9.07     Non-Reliance on Administrative Agent and Other Lenders.................................................           78

9.08     No Other Duties, Etc...................................................................................           78

9.09     Administrative Agent May File Proofs of Claim..........................................................           78
</TABLE>

                                      iii


<PAGE>

<TABLE>
<S>                                                                                                                       <C>
                                                          ARTICLE X.
                                                        MISCELLANEOUS

10.01    Amendments, Etc........................................................................................           79

10.02    Notices; Effectiveness; Electronic Communication.......................................................           80

10.03    No Waiver; Cumulative Remedies.........................................................................           82

10.04    Expenses; Indemnity; Damage Waiver.....................................................................           82

10.05    Payments Set Aside.....................................................................................           84

10.06    Successors and Assigns.................................................................................           84

10.07    Treatment of Certain Information; Confidentiality......................................................           87

10.08    Right of Setoff........................................................................................           88

10.09    Interest Rate Limitation...............................................................................           89

10.10    Counterparts; Integration; Effectiveness...............................................................           89

10.11    Survival of Representations and Warranties.............................................................           89

10.12    Severability...........................................................................................           89

10.13    Replacement of Lenders.................................................................................           90

10.14    Governing Law; Jurisdiction; Etc.......................................................................           90

10.15    Waiver of Jury Trial...................................................................................           91

10.16    USA PATRIOT Act Notice.................................................................................           91

10.17    Judgment Currency......................................................................................           92

SIGNATURES......................................................................................................          S-1
</TABLE>

                                       iv

<PAGE>

SCHEDULES

      1.01  Mandatory Cost Formulae
      2.01  Commitments and Applicable Percentages
      5.05  Supplement to Interim Financial Statements
      5.06  Litigation
      5.13  Subsidiaries and Other Equity Investments
      7.01  Existing Liens
      7.02  Existing Indebtedness
      10.02 Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

      FORM OF

      A     Committed Loan Notice
      B-1   Bid Request
      B-2   Competitive Bid
      C     Swing Line Loan Notice
      D     Note
      E     Compliance Certificate
      F     Assignment and Assumption
      G     Opinion Matters

                                        v

<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of August 12, 2005,
among STARBUCKS CORPORATION, a Washington corporation (the "Company"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer.

      The Company has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms will
have the meanings set forth below:

      "Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

      "Absolute Rate Loan" means a Bid Loan that bears interest at a rate
determined with reference to an Absolute Rate. Absolute Rate Loans may be
denominated in US Dollars or in an Alternative Currency.

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Agreement" means this Credit Agreement.

      "Alternative Currency" means each of Australian Dollar, Canadian Dollar,
Euro, Hong Kong Dollar, Singapore Dollar, Sterling, Swiss Franc, Yen and each
other currency (other than US Dollars) that is approved in accordance with
Section 1.05.

                                       1

<PAGE>

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in US Dollars, the equivalent amount thereof in the
applicable Alternative Currency as determined by the Administrative Agent or the
L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with US Dollars.

      "Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and the US Dollar Equivalent of $250,000,000. The
Alternative Currency Sublimit is part of, and not in addition to, the Aggregate
Commitments. Loans denominated in an Alternative Currency may only be
Eurocurrency Rate Loans or Absolute Rate Loans.

      "Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender will be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Consolidated Fixed Charge Coverage Ratio and the Debt
Rating as set forth below:

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
PRICING                                       DEBT RATINGS      FACILITY     EUROCURRENCY RATE
 LEVEL       FIXED CHARGE COVERAGE RATIO      S&P/MOODY'S          FEE      + LETTERS OF CREDIT
-------      ---------------------------     -------------      --------    -------------------
<S>          <C>                             <C>                <C>         <C>
   I           Greater than or equal to       AA- / Aaa or       0.050%           0.150%
                        4.50x                    better

   II          Greater than or equal to         A+ / A1          0.060%           0.165%
              4.00x but less than 4.50x

  III          Greater than or equal to          A / A2          0.070%           0.180%
              3.50x but less than 4.00x

   IV          Greater than or equal to         A- / A3          0.080%           0.220%
              3.00x but less than 3.50x

   V               Less than 3.00x           BBB+/ Baa1 or       0.100%           0.275%
                                                 worse
</TABLE>

      Initially, the Applicable Rate will be determined based upon the
Consolidated Fixed Charge Coverage Ratio as specified in the certificate
delivered pursuant to Section 4.01(a)(vii). If, as of any date of determination,
the Consolidated Fixed Charge Coverage Ratio corresponds to a Pricing Level
different than that Pricing Level corresponding to the Debt Rating issued at the
time of calculation of such ratio, then the lower of such two Pricing Levels
(with Pricing Level I being the lowest and the Pricing Level V being the
highest) will apply, unless there is a split of

                                       2

<PAGE>

more than one level in corresponding Pricing Levels, in which case the Pricing
Level that is one level higher than the lower Pricing Level will apply.
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating will be effective during the period
commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change, and any change
in the Applicable Rate resulting from a change in the Consolidated Fixed Charge
Coverage Ratio will become effective as of the first Business Day after the date
on which such Compliance Certificate is delivered pursuant to Section 6.02(a);
provided, however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level V will apply as of the first
Business Day after the date on which such Compliance Certificate was required to
have been delivered. In the event that a Debt Rating has not been issued as of
any date of determination, the Pricing Level corresponding to the Consolidated
Fixed Charge Coverage Ratio as of such date of determination shall apply. In the
event that only one Debt Rating has been issued as of any date of determination,
that Debt Rating shall apply.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arrangers" means BAS and Wells Fargo, in their capacities as joint lead
arrangers and joint book managers.

      "Assignee Group" means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment
advisor.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended October 3,
2004, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Company and its
Subsidiaries, including the notes thereto.

                                       3

<PAGE>

      "Australian Dollars" or "AUS $" means the lawful currency of Australia.

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.07, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "BAS" means Banc of America Securities LLC and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America will take effect at
the opening of business on the day specified in the public announcement of such
change, which date will not be earlier than the date of the public announcement.

      "Base Rate Bid Loan" means a Bid Loan that is a Base Rate Loan.

      "Base Rate Bid Margin" means the margin above or below the Base Rate to be
added to or subtracted from the Base Rate, which margin shall be expressed in
multiples of 1/100 of one basis point.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate,
including both Base Rate Bid Loans and Base Rate Committed Loans. All Base Rate
Loans will be denominated in US Dollars.

      "Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of
the same Type from each of the Lenders whose offer to make one or more Bid Loans
as part of such borrowing has been accepted under the auction bidding procedures
described in Section 2.03.

      "Bid Loan" has the meaning specified in Section 2.03(a).

      "Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Company.

      "Bid Request" means a written request for one or more Bid Loans
substantially in the form of Exhibit B-1.

      "Borrower Materials" has the meaning specified in Section 6.02.

                                       4

<PAGE>

      "Borrowing" means a Committed Borrowing, a Bid Borrowing or a Swing Line
Borrowing, as the context may require.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in US Dollars is located and:

            (a) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in US Dollars, any fundings,
      disbursements, settlements and payments in US Dollars in respect of any
      such Eurocurrency Rate Loan, or any other dealings in US Dollars to be
      carried out pursuant to this Agreement in respect of any such Eurocurrency
      Rate Loan, means any such day on which dealings in deposits in US Dollars
      are conducted by and between banks in the London interbank eurodollar
      market;

            (b) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan or Bid Loan denominated in Euro, any fundings,
      disbursements, settlements and payments in Euro in respect of any such
      Eurocurrency Rate Loan or Bid Loan, or any other dealings in Euro to be
      carried out pursuant to this Agreement in respect of any such Eurocurrency
      Rate Loan or Bid Loan, means a TARGET Day;

            (c) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan or Bid Loan denominated in a currency other than US
      Dollars or Euro, means any such day on which dealings in deposits in the
      relevant currency are conducted by and between banks in the London or
      other applicable offshore interbank market for such currency; and

            (d) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than US Dollars or Euro in respect of a
      Eurocurrency Rate Loan or Bid Loan denominated in a currency other than US
      Dollars or Euro, or any other dealings in any currency other than US
      Dollars or Euro to be carried out pursuant to this Agreement in respect of
      any such Eurocurrency Rate Loan or Bid Loan (other than any interest rate
      settings), means any such day on which banks are open for foreign exchange
      business in the principal financial center of the country of such
      currency.

      "Canadian Dollars" or "CAN $" means the lawful currency of Canada.

      "Cash Collateral" has the meaning specified in Section 2.04(g).

      "Cash Collateralize" has the meaning specified in Section 2.04(g).

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which:

                                       5

<PAGE>

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, and any person
      or entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) becomes the "beneficial owner" (as defined
      in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
      that a person or group will be deemed to have "beneficial ownership" of
      all securities that such person or group has the right to acquire (such
      right, an "option right"), whether such right is exercisable immediately
      or only after the passage of time), directly or indirectly, of 25% or more
      of the equity securities of the Company entitled to vote for members of
      the board of directors or equivalent governing body of the Company on a
      fully-diluted basis (and taking into account all such securities that such
      person or group has the right to acquire pursuant to any option right);

            (b) during any period of 24 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      the Company cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the
      case of both clause (ii) and clause (iii), any individual whose initial
      nomination for, or assumption of office as, a member of that board or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or
      more directors by any person or group other than a solicitation for the
      election of one or more directors by or on behalf of the board of
      directors); or

            (c) any Person or two or more Persons acting in concert will have
      acquired by contract or otherwise, or will have entered into a contract or
      arrangement that, upon consummation thereof, will result in its or their
      acquisition of the power to exercise, directly or indirectly, a
      controlling influence over the management or policies of the Company, or
      control over the equity securities of the Company entitled to vote for
      members of the board of directors or equivalent governing body of the
      Company on a fully-diluted basis (and taking into account all such
      securities that such Person or group has the right to acquire pursuant to
      any option right) representing 25% or more of the combined voting power of
      such securities.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Company pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time

                                       6

<PAGE>

outstanding not to exceed the US Dollar Equivalent amount set forth opposite
such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement.

      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

      "Committed Loan" has the meaning specified in Section 2.01.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing,
will be substantially in the form of Exhibit A.

      "Company" has the meaning specified in the introductory paragraph hereto.

      "Competitive Bid" means a written offer by a Lender to make one or more
Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed
by a Lender.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

      "Consolidated EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes payable by
the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense and (iv) other expenses of the Company and its Subsidiaries
reducing such Consolidated Net Income which do not represent a cash item in such
period or any future period and minus (b) the following to the extent included
in calculating such Consolidated Net Income: (i) Federal, state, local and
foreign income tax credits of the Company and its Subsidiaries for such period
and (ii) non-recurring gains increasing Consolidated Net Income (or reducing net
loss) which do not represent cash items for such period or any future period.

      "Consolidated Fixed Charge Coverage Ratio" means, as of the end of any
fiscal quarter, for the four fiscal quarters ending on such date, for the
Company and its Subsidiaries on a consolidated basis, the ratio of (a) (i)
Consolidated EBITDA during such period plus (iii) Operating Lease and Rental
Expense during such period to (b) the sum of (x) Consolidated Interest Charges
during such period plus, without duplication, (y) Operating Lease and Rental
Expense during such period.

      "Consolidated Interest Charges" means, for any period, for the Company and
its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, debt discount, fees, charges and related expenses of the Company and
its Subsidiaries in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, and (b)

                                       7

<PAGE>

the portion of rent expense of the Company and its Subsidiaries with respect to
such period under capital leases that is treated as interest in accordance with
GAAP.

      "Consolidated Net Income" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries (excluding extraordinary gains but including extraordinary losses)
for that period.

      "Consolidated Total Assets" means, as of the date of determination, the
total assets of the Company and its Subsidiaries which would be shown as assets
on a consolidated balance sheet of the Company as of such time prepared in
accordance with GAAP.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "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 ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Company's non-credit-enhanced, senior unsecured long-term debt; provided that if
a Debt Rating is issued by each of the foregoing rating agencies, then the
higher of such Debt Ratings will apply (with the Debt Rating for Pricing Level I
being the highest and the Debt Rating for Pricing Level V being the lowest),
unless there is a split in Debt Ratings of more than one level, in which case
the Pricing Level that is one level lower than the Pricing Level of the higher
Debt Rating will apply.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) 2%
per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate will be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.

                                       8

<PAGE>

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Company (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" will not
include the Company or any of the Company's Affiliates or Subsidiaries; and
provided further, however, that an Eligible Assignee will include only a Lender,
an Affiliate of a Lender or another Person, which, through its Lending Offices,
is capable of lending the applicable Alternative Currencies to the Company
without the imposition of any additional Indemnified Taxes.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company or any of its respective Subsidiaries
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                                       9

<PAGE>

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any ERISA Affiliate.

      "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

      "Eurocurrency Base Rate" means, for such Interest Period:

            (a) the rate per annum equal to the British Banker's Association
      LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially
      available source providing quotations of BBA LIBOR as designated by the
      Administrative Agent from time to time) as approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, for deposits in the relevant currency (for delivery on the first
      day of such Interest Period) with a term equivalent to such Interest
      Period.

            (b) If such rate referenced in the preceding clause (a) is not
      available at such time for any reason, then the "Eurocurrency Base Rate"
      for such Interest Period will be the rate per annum determined by the
      Administrative Agent to be the rate at which deposits in the relevant
      currency for delivery on the first day of such Interest Period in

                                       10

<PAGE>

      Same Day Funds in the approximate amount of the Eurocurrency Rate Loan
      being made, continued or converted by Bank of America and with a term
      equivalent to such Interest Period would be offered by Bank of America's
      London Branch (or other Bank of America branch or Affiliate) to major
      banks in the London or other offshore interbank market for such currency
      at their request at approximately 11:00 a.m., London time, two Business
      Days prior to the commencement of such Interest Period.

      "Eurocurrency Bid Margin" means the margin above or below the Eurocurrency
Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall
be expressed in multiples of 1/100th of one basis point.

      "Eurocurrency Margin Bid Loan" means a Bid Loan that bears interest at a
rate based upon the Eurocurrency Base Rate.

      "Eurocurrency Rate" means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                  Eurocurrency Rate  =           Eurocurrency Base Rate
                                        ----------------------------------------
                                         1.00 - Eurocurrency Reserve Percentage

      "Eurocurrency Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurocurrency Rate. All Committed Loans
denominated in an Alternative Currency must be Eurocurrency Rate Committed
Loans.

      "Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan or a
Eurocurrency Margin Bid Loan. Eurocurrency Rate Loans may be denominated in US
Dollars or in an Alternative Currency.

      "Eurocurrency Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurocurrency Rate for each
outstanding Eurocurrency Rate Loan will be adjusted automatically as of the
effective date of any change in the Eurocurrency Reserve Percentage.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Company hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending

                                       11

<PAGE>

Office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction in which the Company is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Company under Section 10.13), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office) or is
attributable to such Foreign Lender's failure or inability (other than as a
result of a Change in Law) to comply with Section 3.01(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional
amounts from the Company with respect to such withholding tax pursuant to
Section 3.01(a).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day will be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day will be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated July 7, 2005, among the
Company, the Administrative Agent and BAS.

      "Foreign Lender" means, with respect to the Company, any Lender that is
organized under the laws of a jurisdiction other than that in which the Company
is resident for tax purposes. For purposes of this definition, the United
States, each State thereof and the District of Columbia will be deemed to
constitute a single jurisdiction.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive,

                                       12

<PAGE>

legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee will be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hong Kong Dollars" or "HK $" means the lawful currency of Hong Kong.

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers'
      acceptances, bank guaranties, surety bonds and similar instruments;

            (c) net obligations of such Person under any Swap Contract;

                                       13

<PAGE>

            (d) all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business and, in each case, not past due for more than
      90 days after the date on which such trade account payable was created);

            (e) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness will have been assumed by
      such Person or is limited in recourse;

            (f) capital leases and Synthetic Lease Obligations;

            (g) all obligations of such Person to purchase, redeem, retire,
      defease or otherwise make any payment in respect of any Equity Interest in
      such Person or any other Person, valued, in the case of a redeemable
      preferred interest, at the greater of its voluntary or involuntary
      liquidation preference plus accrued and unpaid dividends; and

            (h) all Guarantees of such Person in respect of any of the
      foregoing.

      For all purposes hereof, the Indebtedness of any Person will include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date will be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease or Synthetic Lease
Obligation as of any date will be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

      "Information" has the meaning specified in Section 10.07.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period will also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last
Business Day of each March, June, September and December and the Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Committed Loan
Notice or Bid Request, as the case may be; and (b) as to each Absolute Rate Loan
and each Base Rate Bid Loan, a period of not less than 14 days and not more than
180 days as selected by the Company in its Bid Request; ; provided that:

                                       14

<PAGE>

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a Eurocurrency Rate Loan, such Business Day falls
      in another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii) any Interest Period pertaining to a Eurocurrency Rate Loan that
      begins on the last Business Day of a calendar month (or on a day for which
      there is no numerically corresponding day in the calendar month at the end
      of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

            (iii) no Interest Period will extend beyond the Maturity Date.

      "Internal Control Event" means a material weakness in, or fraud that
involves management or other employees who have a significant role in, the
Company's internal controls over financial reporting, in each case as described
in the Securities Laws.

      "IP Rights" has the meaning specified in Section 5.17.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances will be denominated in US Dollars.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings will be denominated
in US Dollars.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

                                       15

<PAGE>

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as of any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit will be determined in accordance
with Section 1.08. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit will be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

      "Letter of Credit" means any standby letter of credit issued hereunder.
Letters of Credit may be issued in US Dollars or in an Alternative Currency.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.04(i).

      "Letter of Credit Sublimit" means an amount equal to the US Dollar
Equivalent of $100,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to the Company under
Article II in the form of a Committed Loan, a Bid Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Note, each Issuer Document and
the Fee Letter.

                                       16

<PAGE>

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Company or
the Company and its Subsidiaries taken as a whole; (b) a material impairment of
the ability of the Company to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Company of any Loan
Document to which it is a party.

      "Material Subsidiary" means each Subsidiary of the Company that meets any
of the following tests: (a) its assets equal or exceed 3% of Consolidated Total
Assets of the Company and its Subsidiaries, or (b) its revenues equal or exceed
3% of the total revenues of the Company and its Subsidiaries on a consolidated
basis; provided that (i) if the Subsidiaries that meet either of the tests in
(a) or (b), when combined with revenues generated or assets owned directly by
the Company (excluding any assets or revenues located or generated at the
Subsidiary level), aggregate less than 90% of the Consolidated Total Assets or
total revenues of the Company and its Subsidiaries on a consolidated basis, the
Company shall identify additional Subsidiaries to constitute Material
Subsidiaries until such threshold is met, and (ii) once a Subsidiary is deemed a
Material Subsidiary, whether by virtue of the tests in (a) and (b) above, or as
a result of appointment pursuant to part (i) of this proviso, such Subsidiary
shall continue to constitute a Material Subsidiary throughout the term of this
Agreement.

      "Maturity Date" means August 12, 2010.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "Note" means a promissory note made by the Company in favor of a Lender
evidencing Loans made by such Lender to the Company, substantially in the form
of Exhibit D.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Company arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against the Company of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

      "Operating Lease and Rental Expense" means, for any period, all operating
lease expense and all other rental expense incurred by the Company and its
Subsidiaries during such period.

                                       17

<PAGE>

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-US jurisdiction); (b)
with respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding Amount" means (i) with respect to Committed Loans on any
date, the US Dollar Equivalent amount of the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of such Committed Loans occurring on such date; (ii) with respect to
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of such
Swing Line Loans occurring on such date; (iii) with respect to Bid Loans on any
date, the US Dollar Equivalent of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Bid Loans occurring on such date; and (iv) with respect to any L/C
Obligations on any date, the US Dollar Equivalent of the aggregate outstanding
amount of such L/C Obligations on such date after giving effect to any L/C
Credit Extension occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any
reimbursements by the Company of Unreimbursed Amounts.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in US Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.

      "Participant" has the meaning specified in Section 10.06(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

      "PBGC" means the Pension Benefit Guaranty Corporation.

                                       18

<PAGE>

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Platform" has the meaning specified in Section 6.02.

      "Register" has the meaning specified in Section 10.06(c).

      "Registered Public Accounting Firm" has the meaning specified in the
Securities Laws and will be independent of the Company as prescribed by the
Securities Laws.

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to a Bid Loan, a Bid Request, (c) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (d) with respect to a Swing Line
Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender will be excluded for
purposes of making a determination of Required Lenders.

      "Responsible Officer" means the president and chief executive officer,
executive vice president and chief financial officer, senior vice president,
Finance, or the vice president and treasurer of the Company. Any document
delivered hereunder that is signed by a Responsible Officer of the Company will
be conclusively presumed to have been authorized by all necessary

                                       19

<PAGE>

corporate, partnership and/or other action on the part of the Company and such
Responsible Officer will be conclusively presumed to have acted on behalf of the
Company.

      "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other
Equity Interest of the Company or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to the Company's shareholders, partners
or members (or the equivalent Person thereof).

      "Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent will determine or the
Required Lenders will require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C
Issuer under any Letter of Credit denominated in an Alternative Currency, and
(iv) such additional dates as the Administrative Agent or the L/C Issuer will
determine or the Required Lenders will require.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Same Day Funds" means (a) with respect to disbursements and payments in
US Dollars, immediately available funds, and (b) with respect to disbursements
and payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.

      "Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Securities Laws" means the Securities Act of 1933, the Securities
Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
principles, rules, standards and practices promulgated, approved or incorporated
by the SEC or the Public Company Accounting Oversight Board, as each of the
foregoing may be amended and in effect on any applicable date hereunder.

      "Singapore Dollars" or "SNG $" means the lawful currency of Singapore.

                                       20

<PAGE>

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

      "Spot Rate" for a currency means the rate determined by the Administrative
Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 10:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

      "Sterling" and "(pound)" mean the lawful currency of the United Kingdom.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" will refer to a Subsidiary or Subsidiaries of
the Company.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for

                                       21

<PAGE>

any date prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender) or any third party in the business of determining such
values acceptable to the Administrative Agent.

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.05.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.05(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.05(b), which, if in writing, will be substantially in the form of
Exhibit C.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$35,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

      "Swiss Franc" or "CHF" means the lawful currency of Switzerland.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Type" means (a) with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its
character as an Absolute Rate Loan, a Eurocurrency Margin Bid Loan or a Base
Rate Bid Loan.

                                       22

<PAGE>

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

      "US Dollar" and "$" mean lawful money of the United States.

      "US Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in US Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in US
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of US Dollars with such
Alternative Currency.

      "Wells Fargo" means Wells Fargo Bank, N.A. and its successors.

      "Yen" and "Y" mean the lawful currency of Japan.

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

            (a) The definitions of terms herein will apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun will include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" will be
      deemed to be followed by the phrase "without limitation." The word "will"
      will be construed to have the same meaning and effect as the word "shall."
      Unless the context requires otherwise, (i) any definition of or reference
      to any agreement, instrument or other document (including any Organization
      Document) will be construed as referring to such agreement, instrument or
      other document as from time to time amended, supplemented or otherwise
      modified (subject to any restrictions on such amendments, supplements or
      modifications set forth herein or in any other Loan Document), (ii) any
      reference herein to any Person will be construed to include such Person's
      successors and assigns, (iii) the words "herein," "hereof" and
      "hereunder," and words of similar import when used in any Loan Document,
      will be construed to refer to such Loan Document in its entirety and not
      to any particular provision thereof, (iv) all references in a Loan
      Document to Articles, Sections, Exhibits and Schedules will be construed
      to refer to Articles and Sections of, and Exhibits and Schedules to, the
      Loan Document in which such references appear, (v) any reference to any
      law will include all statutory and regulatory provisions consolidating,
      amending, replacing or interpreting such law and any reference to any law
      or regulation will, unless otherwise specified, refer to such law or
      regulation as amended, modified or supplemented from time to time, and
      (vi) the words "asset" and "property" will be construed to have the same
      meaning and effect and to refer to any and all tangible and intangible
      assets and properties, including cash, securities, accounts and contract
      rights.

                                       23

<PAGE>

            (b) In the computation of periods of time from a specified date to a
      later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c) Section headings herein and in the other Loan Documents are
      included for convenience of reference only and will not affect the
      interpretation of this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS. (a) Generally. All accounting terms not
specifically or completely defined herein will be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement will be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

      (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders will so request, the
Administrative Agent, the Lenders and the Company will negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement will continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company will provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

      1.04 EXCHANGE RATES; CURRENCY EQUIVALENTS. (a) The Administrative Agent or
the L/C Issuer, as applicable, will determine the Spot Rates as of each
Revaluation Date to be used for calculating US Dollar Equivalent amounts of
Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.
Such Spot Rates will become effective as of such Revaluation Date and will be
the Spot Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. Except for purposes of
financial statements delivered by the Company hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than US Dollars) for purposes of the Loan
Documents will be such US Dollar Equivalent amount as so determined by the
Administrative Agent or the L/C Issuer, as applicable.

      (b) Wherever in this Agreement in connection with a Committed Borrowing or
a Bid Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate
Loan or the issuance, amendment or extension of a Letter of Credit, an amount,
such as a required minimum or multiple amount, is expressed in US Dollars, but
such Committed Borrowing, Bid Borrowing, Eurocurrency Rate Loan or Letter of
Credit is denominated in an Alternative Currency, such amount will be the
relevant Alternative Currency Equivalent of such US Dollar amount (rounded to
the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent or the L/C Issuer, as the
case may be.

                                       24

<PAGE>

      1.05 ADDITIONAL ALTERNATIVE CURRENCIES. (a) The Company may from time to
time request that Eurocurrency Rate Loans or Absolute Rate Loans be made and/or
Letters of Credit be issued in a currency other than those specifically listed
in the definition of "Alternative Currency;" provided that such requested
currency is a lawful currency (other than US Dollars) that is readily available
and freely transferable and convertible into US Dollars. In the case of any such
request with respect to the making of Eurocurrency Rate Loans, such request will
be subject to the approval of the Administrative Agent and the Lenders; in the
case of any such request with respect to the making of Bid Loans, such request
will be subject to the approval of the Administrative Agent and will be deemed
acceptable to any Lender submitting a Competitive Bid in connection with such
Bid Loan; and in the case of any such request with respect to the issuance of
Letters of Credit, such request will be subject to the approval of the
Administrative Agent and the L/C Issuer.

      (b) Any such request will be made to the Administrative Agent not later
than 10:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
L/C Issuer, in its or their sole discretion). In the case of any such request
pertaining to Eurocurrency Rate Loans, the Administrative Agent will promptly
notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent will promptly notify the L/C Issuer
thereof. Any such request pertaining to a particular Bid Loan must be set forth
in the corresponding Bid Request following approval thereof by the
Administrative Agent. Each Lender (in the case of any such request pertaining to
Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining
to Letters of Credit) will notify the Administrative Agent, not later than 10:00
a.m., ten Business Days after receipt of such request whether it consents, in
its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of
Letters of Credit, as the case may be, in such requested currency.

      (c) Any failure by a Lender or the L/C Issuer, as the case may be, to
respond to such request within the time period specified in the preceding
sentence will be deemed to be a refusal by such Lender or the L/C Issuer, as the
case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit
to be issued in such requested currency. If the Administrative Agent and all the
Lenders consent to making Eurocurrency Rate Loans in such requested currency,
the Administrative Agent will so notify the Company and such currency will
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Committed Borrowings of Eurocurrency Rate Loans; if the
Administrative Agent consents to making Bid Loans in such requested currency,
the Administrative Agent shall so notify the Company and such currency will
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Bid Borrowing of Absolute Rate Loans or Eurocurrency Margin Bid
Loans; and if the Administrative Agent and the L/C Issuer consent to the
issuance of Letters of Credit in such requested currency, the Administrative
Agent will so notify the Company and such currency will thereupon be deemed for
all purposes to be an Alternative Currency hereunder for purposes of any Letter
of Credit issuances. If the Administrative Agent will fail to obtain consent to
any request for an additional currency under this Section 1.05, the
Administrative Agent will promptly so notify the Company.

      1.06 CHANGE OF CURRENCY. (a) Each obligation of the Company to make a
payment denominated in the national currency unit of any member state of the
European Union that

                                       25

<PAGE>

adopts the Euro as its lawful currency after the date hereof will be
redenominated into Euro at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Agreement in respect of that
currency will be inconsistent with any convention or practice in the London
interbank market for the basis of accrual of interest in respect of the Euro,
such expressed basis will be replaced by such convention or practice with effect
from the date on which such member state adopts the Euro as its lawful currency;
provided that if any Committed Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement will take effect,
with respect to such Committed Borrowing, at the end of the then current
Interest Period.

      (b) Each provision of this Agreement will be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

      (c) Each provision of this Agreement also will be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

      1.07 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day will be references to Pacific time (daylight or standard, as
applicable).

      1.08 LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein, the
amount of a Letter of Credit at any time will be deemed to be the US Dollar
Equivalent of the stated amount of such Letter of Credit in effect at such time;
provided, however, that with respect to any Letter of Credit that, by its terms
or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit will be deemed to be the US Dollar Equivalent of the maximum stated
amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Company in US Dollars or in one or more Alternative Currencies
from time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender's Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings will not exceed the Aggregate
Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding
Amount of all Swing Line Loans will not exceed such Lender's Commitment, and
(iii) the aggregate Outstanding Amount of all Committed Loans, all Bid Loans and
all Letters of Credit denominated in Alternative Currencies

                                       26

<PAGE>

will not exceed the Alternative Currency Sublimit. Within the limits of each
Lender's Commitment, and subject to the other terms and conditions hereof, the
Company may borrow under this Section 2.01, prepay under Section 2.06, and
reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Committed Loans
will be made upon the Company's irrevocable notice to the Administrative Agent,
which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion
of Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate
Committed Loans, (ii) four Business Days (or five Business Days in the case of a
Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Eurocurrency Rate Committed Loans denominated in Alternative
Currencies, and (iii) on the requested date of any Borrowing of Base Rate
Committed Loans; provided, however, that if the Company wishes to request
Eurocurrency Rate Committed Loans having an Interest Period other than one, two,
three or six months in duration as provided in the definition of "Interest
Period", the applicable notice must be received by the Administrative Agent not
later than 10:00 a.m. (i) four Business Days prior to the requested date of such
Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans
denominated in US Dollars, or (ii) five Business Days (or six Business days in
the case of a Special Notice Currency) prior to the requested date of such
Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans
denominated in Alternative Currencies, whereupon the Administrative Agent will
give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is acceptable to all of them. Not later than 10:00
a.m., (i) three Business Days before the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Committed Loans denominated in
US Dollars, or (ii) four Business Days (or five Business days in the case of a
Special Notice Currency) prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Committed Loans denominated in
Alternative Currencies, the Administrative Agent will notify the Company (which
notice may be by telephone) whether or not the requested Interest Period has
been consented to by all the Lenders. Each telephonic notice by the Company
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of the Company. Each Borrowing of,
conversion to or continuation of Eurocurrency Rate Committed Loans will be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed
Borrowing of or conversion to Base Rate Committed Loans will be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) will specify (i) whether
the Company is requesting a Committed Borrowing, a conversion of Committed Loans
from one Type to the other, or a continuation of Eurocurrency Rate Committed
Loans, (ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which will be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to

                                       27

<PAGE>

which existing Committed Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto and (vi) the currency of
the Committed Loans to be borrowed. If the Company fails to specify a currency
in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so
requested will be made in US Dollars. If the Company fails to specify a Type of
Committed Loan in a Committed Loan Notice, then the applicable Committed Loans
will be made as Base Rate Loans. If the Company fails to give timely notice
requesting a conversion or continuation of a Eurocurrency Rate Committed Loan,
such Eurocurrency Rate Committed Loan will be continued with an Interest Period
of one month and in its original currency. Any automatic conversion to Base Rate
Loans will be effective as of the last day of the Interest Period then in effect
with respect to the applicable Eurocurrency Rate Committed Loans. If the Company
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Committed Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month. No Committed Loan may be converted into or continued as a Committed Loan
denominated in a different currency, but instead must be prepaid in the original
currency of such Committed Loan and reborrowed in the other currency.

      (b) Following receipt of a Committed Loan Notice, the Administrative Agent
will promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent
will notify each Lender of the details of any automatic conversion to Base Rate
Loans or continuation of Committed Loans denominated in a currency other than US
Dollars, in each case as described in the preceding subsection. In the case of a
Committed Borrowing, each Lender will make the amount of its Committed Loan
available to the Administrative Agent in Same Day Funds at the Administrative
Agent's Office for the applicable currency not later than 12:00 p.m., in the
case of any Committed Loan denominated in US Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any
Committed Loan in an Alternative Currency, in each case on the Business Day
specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent will make all
funds so received available to the Company in like and same day funds as
received by the Administrative Agent either by (i) crediting the account of such
Company on the books of Bank of America with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Company; provided, however, that if, on the date the Committed Loan Notice with
respect to such Borrowing denominated in US Dollars is given by the Company,
there are L/C Borrowings outstanding, then the proceeds of such Borrowing,
first, will be applied to the payment in full of any such L/C Borrowings, and,
second, will be made available to the Company as provided above.

      (c) Except as otherwise provided herein, a Eurocurrency Rate Committed
Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Committed Loan. During the existence of a Default, no
Loans may be requested as, converted to or continued as Eurocurrency Rate
Committed Loans (whether in US Dollars or any Alternative Currency) without the
consent of the Required Lenders, and the Required Lenders may demand that any or
all of the then outstanding Eurocurrency Rate Committed Loans denominated in an

                                       28

<PAGE>

Alternative Currency be prepaid, or redenominated into US Dollars in the amount
of the US Dollar Equivalent thereof, on the last day of the then current
Interest Period with respect thereto.

      (d) The Administrative Agent will promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Committed Loans upon determination of such interest rate. At any time that
Base Rate Loans are outstanding, the Administrative Agent will notify the
Company and the Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public announcement of such
change.

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there will not be more than ten Interest Periods in
effect with respect to Committed Loans.

      2.03 BID LOANS.

      (a) General. Subject to the terms and conditions set forth herein, each
Lender agrees that the Company may from time to time request the Lenders to
submit offers to make loans (each such loan, a "Bid Loan") to the Company prior
to the Maturity Date pursuant to this Section 2.03; provided, however, that
after giving effect to any Bid Borrowing, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) as to any Bid Borrowing made in an
Alternative Currency, the aggregate Outstanding Amount of all Bid Loans, all
Committed Loans and all Letters of Credit denominated in Alternative Currencies
will not exceed the Alternative Currency Sublimit. There shall not be more than
ten different Interest Periods in effect with respect to Bid Loans at any time.

      (b) Requesting Competitive Bids. The Company may request the submission of
Competitive Bids by delivering a Bid Request to the Administrative Agent not
later than 10:00 a.m. (i) one Business Day prior to the requested date of any
Bid Borrowing that is to consist of Absolute Rate Loans in US Dollars or Base
Rate Bid Loans, (ii) four Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurocurrency Margin Bid Loans in US Dollars, or
(iii) five Business Days prior to the requested date of any Bid Borrowing in an
Alternative Currency (or six Business Days in the case of any Special Notice
Currency). Each Bid Request shall specify (i) the requested date of the Bid
Borrowing (which shall be a Business Day), (ii) the aggregate principal amount
of Bid Loans requested (which must be $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, except at initial funding), (iii) the Type of Bid
Loans requested, (iv) the duration of the Interest Period with respect thereto,
and (v) whether such Bid Loan is to be advanced in an Alternative Currency and
identify such Alternative Currency, and shall be signed by a Responsible Officer
of the Company. No Bid Request shall contain a request for (i) more than one
Type of Bid Loan or (ii) Bid Loans having more than three different Interest
Periods. Bid Loans in an Alternative Currency may only be Absolute Rate Loans or
Eurocurrency Margin Bid Loans. Unless the Administrative Agent otherwise agrees
in its sole and absolute discretion, the Company may not submit a Bid Request if
it has submitted another Bid Request within the prior five Business Days.

      (c) Submitting Competitive Bids.

                                       29

<PAGE>

            (i) The Administrative Agent shall promptly notify each Lender of
      each Bid Request received by it from the Company and the contents of such
      Bid Request.

            (ii) Each Lender may (but shall have no obligation to) submit a
      Competitive Bid containing an offer to make one or more Bid Loans in
      response to such Bid Request. Such Competitive Bid must be delivered to
      the Administrative Agent not later than 8:30 a.m. (A) on the requested
      date of any Bid Borrowing that is to consist of Absolute Rate Loans in US
      Dollars or Base Rate Bid Loans, (B) three Business Days prior to the
      requested date of any Bid Borrowing that is to consist of Eurocurrency
      Margin Bid Loans in US Dollars, and (C) four Business Days prior to the
      requested date of any Bid Borrowing in an Alternative Currency (or five
      Business Days in the case of any Special Notice Currency); provided,
      however, that any Competitive Bid submitted by Bank of America in its
      capacity as a Lender in response to any Bid Request must be submitted to
      the Administrative Agent not later than 8:15 a.m. on the date on which
      Competitive Bids are required to be delivered by the other Lenders in
      response to such Bid Request. Each Competitive Bid shall specify (A) the
      proposed date of the Bid Borrowing; (B) the principal amount of each Bid
      Loan for which such Competitive Bid is being made, which principal amount
      (x) may be equal to, greater than or less than the Commitment of the
      bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000
      in excess thereof, except at initial funding, and (z) may not exceed the
      principal amount of Bid Loans for which Competitive Bids were requested;
      (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid
      Loans, the Absolute Rate offered for each such Bid Loan and the Interest
      Period applicable thereto; (D) if the proposed Bid Borrowing is to consist
      of Eurocurrency Margin Bid Loans, the Eurocurrency Bid Margin with respect
      to each such Eurocurrency Margin Bid Loan and the Interest Period
      applicable thereto; (E) if the proposed Bid Borrowing is to consist of
      Base Rate Bid Loans, the Base Rate Bid Margin with respect to each such
      Base Rate Bid Loan and the Interest Period applicable thereto; (F) that
      such bidding Lender may advance the Bid Borrowing in the proposed
      Alternative Currency, if any, and (G) the identity of the bidding Lender.

            (iii) Any Competitive Bid shall be disregarded if it (A) is received
      after the applicable time specified in clause (ii) above, (B) is not
      substantially in the form of a Competitive Bid as specified herein, (C)
      contains qualifying, conditional or similar language, (D) proposes terms
      other than or in addition to those set forth in the applicable Bid
      Request, or (E) is otherwise not responsive to such Bid Request. Any
      Lender may correct a Competitive Bid containing a manifest error by
      submitting a corrected Competitive Bid (identified as such) not later than
      the applicable time required for submission of Competitive Bids. Any such
      submission of a corrected Competitive Bid shall constitute a revocation of
      the Competitive Bid that contained the manifest error. The Administrative
      Agent may, but shall not be required to, notify any Lender of any manifest
      error it detects in such Lender's Competitive Bid.

            (iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02
      and clause (iii) above, each Competitive Bid shall be irrevocable.

      (d) Notice to the Company of Competitive Bids. Not later than 9:00 a.m.
(i) on the requested date of any Bid Borrowing that is to consist of Absolute
Rate Loans in US Dollars or

                                       30

<PAGE>

Base Rate Bid Loans, (ii) three Business Days prior to the requested date of any
Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans in US Dollars,
or (iii) four Business Days prior to the requested date of any Bid Borrowing in
an Alternative Currency (or five Business Days in the case of any Special Notice
Currency), the Administrative Agent shall notify the Company of the identity of
each Lender that has submitted a Competitive Bid that complies with Section
2.03(c) and of the terms of the offers contained in each such Competitive Bid.

      (e) Acceptance of Competitive Bids. Not later than 9:30 a.m. (i) on the
requested date of any Bid Borrowing that is to consist of Absolute Rate Loans in
US Dollars or Base Rate Bid Loans, and (ii) three Business Days prior to the
requested date of any Bid Borrowing that is to consist of Eurocurrency Margin
Bid Loans in US Dollars, or (iii) four Business Days prior to the requested date
of any Bid Borrowing in an Alternative Currency (or five Business Days in the
case of any Special Notice Currency), the Company shall notify the
Administrative Agent of its acceptance or rejection of the offers notified to it
pursuant to Section 2.03(d). The Company shall be under no obligation to accept
any Competitive Bid and may choose to reject all Competitive Bids. In the case
of acceptance, such notice shall specify the aggregate principal amount of
Competitive Bids for each Interest Period that is accepted. The Company may
accept any Competitive Bid in whole or in part; provided that:

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

            (ii) the principal amount of each Bid Loan must be $5,000,000 or a
      whole multiple of $1,000,000 in excess thereof, except at initial funding;

            (iii) the acceptance of offers may be made only on the basis of
      ascending Absolute Rates or Eurocurrency Bid Margins or Base Rate Bid
      Margins within each Interest Period; and

            (iv) the Company may not accept any offer that is described in
      Section 2.03(c)(iii) or that otherwise fails to comply with the
      requirements hereof.

      (f) Procedure for Identical Bids. If two or more Lenders have submitted
Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin or Base
Rate Bid Margin, as the case may be, for the same Interest Period, and the
result of accepting all of such Competitive Bids in whole (together with any
other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins or
Base Rate Bid Margins, as the case may be, accepted for such Interest Period in
conformity with the requirements of Section 2.03(e)(iii)) would be to cause the
aggregate outstanding principal amount of the applicable Bid Borrowing to exceed
the amount specified therefor in the related Bid Request, then, unless otherwise
agreed by the Company, the Administrative Agent and such Lenders, such
Competitive Bids shall be accepted as nearly as possible in proportion to the
amount offered by each such Lender in respect of such Interest Period, with such
accepted amounts being rounded to the nearest whole multiple of $1,000,000.

      (g) Notice to Lenders of Acceptance or Rejection of Bids. The
Administrative Agent shall promptly notify each Lender having submitted a
Competitive Bid whether or not its offer has been accepted and, if its offer has
been accepted, of the amount of the Bid Loan or Bid Loans

                                       31

<PAGE>

to be made by it on the date of the applicable Bid Borrowing. Any Competitive
Bid or portion thereof that is not accepted by the Company by the applicable
time specified in Section 2.03(e) shall be deemed rejected.

      (h) Notice of Eurocurrency Base Rate. If any Bid Borrowing is to consist
of Eurocurrency Margin Loans, the Administrative Agent shall determine the
Eurocurrency Base Rate for the relevant Interest Period, and promptly after
making such determination, shall notify the Company and the Lenders that will be
participating in such Bid Borrowing of such Eurocurrency Base Rate.

      (i) Funding of Bid Loans. Each Lender that has received notice pursuant to
Section 2.03(g) that all or a portion of its Competitive Bid has been accepted
by the Company shall make the amount of its Bid Loan(s) available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 11:00 a.m. on the date of the requested Bid
Borrowing. Upon satisfaction of the applicable conditions set forth in Section
4.02, the Administrative Agent shall make all funds so received available to the
Company in like and same day funds as received by the Administrative Agent.

      (j) Notice of Range of Bids. After each Competitive Bid auction pursuant
to this Section 2.03, the Administrative Agent shall notify each Lender that
submitted a Competitive Bid in such auction of the ranges of bids submitted
(without the bidder's name) and accepted for each Bid Loan and the aggregate
amount of each Bid Borrowing.

      2.04 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.04, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit denominated in US Dollars or
      in one or more Alternative Currencies for the account of the Company, and
      to amend or extend Letters of Credit previously issued by it, in
      accordance with subsection (b) below, and (2) to honor drawings under the
      Letters of Credit; and (B) the Lenders severally agree to participate in
      Letters of Credit issued for the account of the Company and any drawings
      thereunder; provided that after giving effect to any L/C Credit Extension
      with respect to any Letter of Credit, (x) the Total Outstandings will not
      exceed the Aggregate Commitments, (w) the Outstanding Amount of all
      Committed Loans, all Bid Loans and all Letters of Credit denominated in
      Alternative Currencies will not exceed the Alternative Currency Sublimit,
      (y) the aggregate Outstanding Amount of the Committed Loans of any Lender,
      plus such Lender's Applicable Percentage of the Outstanding Amount of all
      L/C Obligations, plus such Lender's Applicable Percentage of the
      Outstanding Amount of all Swing Line Loans will not exceed such Lender's
      Commitment, and (z) the Outstanding Amount of the L/C Obligations will not
      exceed the Letter of Credit Sublimit. Each request by the Company for the
      issuance or amendment of a Letter of Credit will be deemed to be a
      representation by the Company that the L/C Credit Extension so requested
      complies with the conditions set forth in the proviso to the

                                       32

<PAGE>

      preceding sentence. Within the foregoing limits, and subject to the terms
      and conditions hereof, the Company's ability to obtain Letters of Credit
      will be fully revolving, and accordingly the Company may, during the
      foregoing period, obtain Letters of Credit to replace Letters of Credit
      that have expired or that have been drawn upon and reimbursed.

            (ii) The L/C Issuer will not issue any Letter of Credit, if:

                  (A) subject to Section 2.04(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date; or

                  (B) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date.

            (iii) The L/C Issuer will not be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator will by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer will prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or will
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or will impose upon the L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which the L/C Issuer in good faith deems material to it;

                  (B) the issuance of such Letter of Credit would violate any
            one or more of only those policies of the L/C Issuer that do not
            conflict with the express terms of this Agreement;

                  (C) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is to be denominated in a
            currency other than US Dollars or an Alternative Currency;

                  (D) the L/C Issuer does not as of the issuance date of such
            requested Letter of Credit issue Letters of Credit in the requested
            currency; or

                  (E) a default of any Lender's obligations to fund under
            Section 2.04(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Company or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

                                       33

<PAGE>

            (iv) The L/C Issuer will not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v) The L/C Issuer will be under no obligation to amend any Letter
      of Credit if (A) the L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (vi) The L/C Issuer will act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and the L/C Issuer will have all of the benefits and immunities
      (A) provided to the Administrative Agent in Article IX with respect to any
      acts taken or omissions suffered by the L/C Issuer in connection with
      Letters of Credit issued by it or proposed to be issued by it and Issuer
      Documents pertaining to such Letters of Credit as fully as if the term
      "Administrative Agent" as used in Article IX included the L/C Issuer with
      respect to such acts or omissions, and (B) as additionally provided herein
      with respect to the L/C Issuer.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i) Each Letter of Credit will be issued or amended, as the case may
      be, upon the request of the Company delivered to the L/C Issuer (with a
      copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Company. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application will specify in form
      and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
      of the requested Letter of Credit (which will be a Business Day); (B) the
      amount and currency thereof; (C) the expiry date thereof; (D) the name and
      address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of
      any certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application will specify in form and detail
      satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B)
      the proposed date of amendment thereof (which will be a Business Day); (C)
      the nature of the proposed amendment; and (D) such other matters as the
      L/C Issuer may require. Additionally, the Company will furnish to the L/C
      Issuer and the Administrative Agent such other documents and information
      pertaining to such requested Letter of Credit issuance or amendment,
      including any Issuer Documents, as the L/C Issuer or the Administrative
      Agent may require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the

                                       34

<PAGE>

      Administrative Agent has received a copy of such Letter of Credit
      Application from the Company and, if not, the L/C Issuer will provide the
      Administrative Agent with a copy thereof. Unless the L/C Issuer has
      received written notice from any Lender, the Administrative Agent or the
      Company, at least one Business Day prior to the requested date of issuance
      or amendment of the applicable Letter of Credit, that one or more
      applicable conditions contained in Article IV will not then be satisfied,
      then, subject to the terms and conditions hereof, the L/C Issuer will, on
      the requested date, issue a Letter of Credit for the account of the
      Company or enter into the applicable amendment, as the case may be, in
      each case in accordance with the L/C Issuer's usual and customary business
      practices. Immediately upon the issuance of each Letter of Credit, each
      Lender will be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Lender's
      Applicable Percentage times the amount of such Letter of Credit.

            (iii) If the Company so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that has automatic extension provisions
      (each, an "Auto-Extension Letter of Credit"); provided that any such
      Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
      such extension at least once in each twelve-month period (commencing with
      the date of issuance of such Letter of Credit) by giving prior notice to
      the beneficiary thereof not later than a day (the "Non-Extension Notice
      Date") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
      the Company will not be required to make a specific request to the L/C
      Issuer for any such extension. Once an Auto-Extension Letter of Credit has
      been issued, the Lenders will be deemed to have authorized (but may not
      require) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer will not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation, at such time to issue such
      Letter of Credit in its revised form (as extended) under the terms hereof
      (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the
      Required Lenders have elected not to permit such extension or (2) from the
      Administrative Agent, any Lender or the Company that one or more of the
      applicable conditions specified in Section 4.02 is not then satisfied, and
      in each such case directing the L/C Issuer not to permit such extension.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Company and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

                                       35

<PAGE>

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the L/C Issuer will
      notify the Company and the Administrative Agent thereof. In the case of a
      Letter of Credit denominated in an Alternative Currency, the Company will
      reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C
      Issuer (at its option) will have specified in such notice that it will
      require reimbursement in US Dollars, or (B) in the absence of any such
      requirement for reimbursement in US Dollars, the Company will have
      notified the L/C Issuer promptly following receipt of the notice of
      drawing that the Company will reimburse the L/C Issuer in US Dollars. In
      the case of any such reimbursement in US Dollars of a drawing under a
      Letter of Credit denominated in an Alternative Currency, the L/C Issuer
      will notify the Company of the US Dollar Equivalent of the amount of the
      drawing promptly following the determination thereof. Not later than 10:00
      a.m. on the date of any payment by the L/C Issuer under a Letter of Credit
      to be reimbursed in US Dollars, or the Applicable Time on the date of any
      payment by the L/C Issuer under a Letter of Credit to be reimbursed in an
      Alternative Currency (each such date, an "Honor Date"), the Company will
      reimburse the L/C Issuer through the Administrative Agent in an amount
      equal to the amount of such drawing and in the applicable currency. If the
      Company fails to so reimburse the L/C Issuer by such time, the
      Administrative Agent will promptly notify each Lender of the Honor Date,
      the amount of the unreimbursed drawing (expressed in US Dollars in the
      amount of the US Dollar Equivalent thereof in the case of a Letter of
      Credit denominated in an Alternative Currency) (the "Unreimbursed
      Amount"), and the amount of such Lender's Applicable Percentage thereof.
      In such event, the Company will be deemed to have requested a Committed
      Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
      amount equal to the Unreimbursed Amount, without regard to the minimum and
      multiples specified in Section 2.02 for the principal amount of Base Rate
      Loans, but subject to the amount of the unutilized portion of the
      Aggregate Commitments and the conditions set forth in Section 4.02 (other
      than the delivery of a Committed Loan Notice). Any notice given by the L/C
      Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may
      be given by telephone if immediately confirmed in writing; provided that
      the lack of such an immediate confirmation will not affect the
      conclusiveness or binding effect of such notice.

            (ii) Each Lender will upon any notice pursuant to Section 2.04(c)(i)
      make funds available to the Administrative Agent for the account of the
      L/C Issuer, in US Dollars, at the Administrative Agent's Office for US
      Dollar-denominated payments in an amount equal to its Applicable
      Percentage of the Unreimbursed Amount not later than 12:00 noon. on the
      Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender
      that so makes funds available will be deemed to have made a Base Rate
      Committed Loan to the Company in such amount. The Administrative Agent
      will remit the funds so received to the L/C Issuer in US Dollars.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section

                                       36

<PAGE>

      4.02 cannot be satisfied or for any other reason, the Company will be
      deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount
      of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
      will be due and payable on demand (together with interest) and will bear
      interest at the Default Rate. In such event, each Lender's payment to the
      Administrative Agent for the account of the L/C Issuer pursuant to Section
      2.04(c)(ii) will be deemed payment in respect of its participation in such
      L/C Borrowing and will constitute an L/C Advance from such Lender in
      satisfaction of its participation obligation under this Section 2.04.

            (iv) Until each Lender funds its Committed Loan or L/C Advance
      pursuant to this Section 2.04(c) to reimburse the L/C Issuer for any
      amount drawn under any Letter of Credit, interest in respect of such
      Lender's Applicable Percentage of such amount will be solely for the
      account of the L/C Issuer.

            (v) Each Lender's obligation to make Committed Loans or L/C Advances
      to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
      contemplated by this Section 2.04(c), will be absolute and unconditional
      and will not be affected by any circumstance, including (A) any setoff,
      counterclaim, recoupment, defense or other right which such Lender may
      have against the L/C Issuer, the Company, any Subsidiary or any other
      Person for any reason whatsoever; (B) the occurrence or continuance of a
      Default, or (C) any other occurrence, event or condition, whether or not
      similar to any of the foregoing; provided, however, that each Lender's
      obligation to make Committed Loans pursuant to this Section 2.04(c) is
      subject to the conditions set forth in Section 4.02 (other than delivery
      by the Company of a Committed Loan Notice). No such making of an L/C
      Advance will relieve or otherwise impair the obligation of the Company to
      reimburse the L/C Issuer for the amount of any payment made by the L/C
      Issuer under any Letter of Credit, together with interest as provided
      herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.04(c)
      by the time specified in Section 2.04(c)(ii), the L/C Issuer will be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      applicable Overnight Rate from time to time in effect. A certificate of
      the L/C Issuer submitted to any Lender (through the Administrative Agent)
      with respect to any amounts owing under this clause (vi) will be
      conclusive absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.04(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Company or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent

                                       37

<PAGE>

      will distribute to such Lender its Applicable Percentage thereof
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's L/C Advance was outstanding) in
      US Dollars and in the same funds as those received by the Administrative
      Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.04(c)(i) is required to be
      returned under any of the circumstances described in Section 10.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender will pay to the Administrative Agent for the
      account of the L/C Issuer its Applicable Percentage thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the applicable Overnight Rate from time to time in effect.
      The obligations of the Lenders under this clause will survive the payment
      in full of the Obligations and the termination of this Agreement.

      (e) Obligations Absolute. The obligation of the Company to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing will be absolute, unconditional and irrevocable, and will be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, setoff, defense or
      other right that the Company or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), the L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

            (v) any adverse change in the relevant exchange rates or in the
      availability of the relevant Alternative Currency to the Company or any
      Subsidiary or in the relevant currency markets generally; or

                                       38

<PAGE>

            (vi) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Company or any Subsidiary.

      The Company will promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company will be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

      (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer will not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer will be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and will
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer will be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.04(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Company may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Company, to the extent, but only to the
extent, of any direct, as opposed to special, punitive, consequential or
exemplary, damages suffered by the Company which the Company proves were caused
by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's
willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer will
not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

      (g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A)
      if the L/C Issuer has honored any full or partial drawing request under
      any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
      (B) if, as of the Letter of Credit Expiration Date, any L/C Obligation for
      any reason remains outstanding, the Company will, in each case,
      immediately Cash Collateralize the then Outstanding Amount of all L/C
      Obligations.

                                       39

<PAGE>

            (ii) In addition, if the Administrative Agent notifies the Company
      at any time that the Outstanding Amount of all L/C Obligations at such
      time exceeds 105% of the Letter of Credit Sublimit then in effect, then,
      within two Business Days after receipt of such notice, the Company will
      Cash Collateralize the L/C Obligations in an amount equal to the amount by
      which the Outstanding Amount of all L/C Obligations exceeds the Letter of
      Credit Sublimit.

            (iii) The Administrative Agent may, at any time and from time to
      time after the initial deposit of Cash Collateral, request that additional
      Cash Collateral be provided in order to protect against the results of
      exchange rate fluctuations.

            (iv) Sections 2.06 and 8.02(c) set forth certain additional
      requirements to deliver Cash Collateral hereunder, and Section 2.07
      provides for the Company voluntarily to deliver Cash Collateral hereunder.
      For purposes of this Section 2.04, Section 2.06 and Section 8.02(c), "Cash
      Collateralize" means to pledge and deposit with or deliver to the
      Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
      as collateral for the L/C Obligations, cash or deposit account balances
      pursuant to documentation in form and substance satisfactory to the
      Administrative Agent and the L/C Issuer (which documents are hereby
      consented to by the Lenders). Derivatives of such term have corresponding
      meanings, including without limitation that "Cash Collateral" refers to
      such cash or deposit account balances. The Company hereby grants to the
      Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
      security interest in all such cash, deposit accounts and all balances
      therein and all proceeds of the foregoing. Cash Collateral will be
      maintained in blocked, non-interest bearing deposit accounts at Bank of
      America.

      (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Company when a Letter of Credit is issued, the rules of the ISP
will apply to each Letter of Credit.

      (i) Letter of Credit Fees. The Company will pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, in US Dollars, a Letter of Credit fee (the "Letter of Credit Fee")
for each Letter of Credit equal to the Applicable Rate times the US Dollar
Equivalent of the daily amount available to be drawn under such Letter of
Credit. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit will be determined in
accordance with Section 1.08. Letter of Credit Fees will be (i) computed on a
quarterly basis in arrears and (ii) due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. If there is any
change in the Applicable Rate during any quarter, the daily amount available to
be drawn under each Letter of Credit will be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists, all Letter of Credit Fees
will accrue at the Default Rate.

                                       40

<PAGE>

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company will pay directly to the L/C Issuer for its own account, in
US Dollars, a fronting fee with respect to each Letter of Credit, at the rate
per annum specified in the Fee Letter, computed on the US Dollar Equivalent of
the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears. Such fronting fee will be due and payable on the
tenth Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. For purposes of computing the daily amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit will
be determined in accordance with Section 1.08. In addition, the Company will pay
directly to the L/C Issuer for its own account, in US Dollars, the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof will
control.

      2.05 SWING LINE LOANS.

      (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.05, to make loans in US Dollars (each such
loan, a "Swing Line Loan") to the Company from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting
as Swing Line Lender, may exceed the amount of such Lender's Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings will not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans will not exceed such Lender's Commitment, and provided, further, that
the Company will not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Company may borrow under this Section
2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each
Swing Line Loan will be a Base Rate Loan. Immediately upon the making of a Swing
Line Loan, each Lender will be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender's Applicable Percentage times the amount of such Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing will be made upon the
Company's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 12:00 noon on the
requested borrowing date, and will

                                       41

<PAGE>

specify (i) the amount to be borrowed, which will be a minimum of $500,000 or a
whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing
date, which will be a Business Day. Each such telephonic notice must be
confirmed promptly by delivery to the Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by
a Responsible Officer of the Company. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 1:00 p.m. on the date of the proposed Swing
Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in the proviso to the first
sentence of Section 2.05(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 2:00
p.m. on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Company.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Company (which hereby irrevocably
      authorizes the Swing Line Lender to so request on its behalf), that each
      Lender make a Base Rate Committed Loan in an amount equal to such Lender's
      Applicable Percentage of the amount of Swing Line Loans then outstanding.
      Such request will be made in writing (which written request will be deemed
      to be a Committed Loan Notice for purposes hereof) and in accordance with
      the requirements of Section 2.02, without regard to the minimum and
      multiples specified therein for the principal amount of Base Rate Loans,
      but subject to the unutilized portion of the Aggregate Commitments and the
      conditions set forth in Section 4.02. The Swing Line Lender will furnish
      the Company with a copy of the applicable Committed Loan Notice promptly
      after delivering such notice to the Administrative Agent. Each Lender will
      make an amount equal to its Applicable Percentage of the amount specified
      in such Committed Loan Notice available to the Administrative Agent in
      Same Day Funds for the account of the Swing Line Lender at the
      Administrative Agent's Office for US Dollar-denominated payments not later
      than 12:00 noon on the day specified in such Committed Loan Notice,
      whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds
      available will be deemed to have made a Base Rate Committed Loan to the
      Company in such amount. The Administrative Agent will remit the funds so
      received to the Swing Line Lender.

            (ii) If for any reason any Swing Line Loan cannot be refinanced by
      such a Committed Borrowing in accordance with Section 2.05(c)(i), the
      request for Base Rate Committed Loans submitted by the Swing Line Lender
      as set forth herein will be deemed to be a request by the Swing Line
      Lender that each of the Lenders fund its risk participation in the
      relevant Swing Line Loan and each Lender's payment to the Administrative
      Agent for the account of the Swing Line Lender pursuant to Section
      2.05(c)(i) will be deemed payment in respect of such participation.

                                       42

<PAGE>

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender
      will be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the applicable Overnight Rate from time to time in
      effect. A certificate of the Swing Line Lender submitted to any Lender
      (through the Administrative Agent) with respect to any amounts owing under
      this clause (iii) will be conclusive absent manifest error.

            (iv) Each Lender's obligation to make Committed Loans or to purchase
      and fund risk participations in Swing Line Loans pursuant to this Section
      2.05(c) will be absolute and unconditional and will not be affected by any
      circumstance, including (A) any setoff, counterclaim, recoupment, defense
      or other right which such Lender may have against the Swing Line Lender,
      the Company or any other Person for any reason whatsoever, (B) the
      occurrence or continuance of a Default, or (C) any other occurrence, event
      or condition, whether or not similar to any of the foregoing; provided,
      however, that each Lender's obligation to make Committed Loans pursuant to
      this Section 2.05(c) is subject to the conditions set forth in Section
      4.02. No such funding of risk participations will relieve or otherwise
      impair the obligation of the Company to repay Swing Line Loans, together
      with interest as provided herein.

      (d) Repayment of Participations.

            (i) At any time after any Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Lender its Applicable Percentage of such payment
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's risk participation was funded)
      in the same funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      10.05 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender will pay to the Swing Line Lender
      its Applicable Percentage thereof on demand of the Administrative Agent,
      plus interest thereon from the date of such demand to the date such amount
      is returned, at a rate per annum equal to the applicable Overnight Rate.
      The Administrative Agent will make such demand upon the request of the
      Swing Line Lender. The obligations of the Lenders under this clause will
      survive the payment in full of the Obligations and the termination of this
      Agreement.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender will
be responsible for invoicing the Company for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.05 to

                                       43

<PAGE>

refinance such Lender's Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage will be solely for the account of the
Swing Line Lender.

      (f) Payments Directly to Swing Line Lender. The Company will make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.06 PREPAYMENTS. (a) The Company may, upon notice from it to the
Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than
10:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business
Days (or five, in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans
denominated in Alternative Currencies, and (C) on the date of prepayment of Base
Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans
denominated in US Dollars will be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency
Rate Committed Loans denominated in Alternative Currencies will be in a minimum
principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple
of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any
prepayment of Base Rate Committed Loans will be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding. Each such notice
will specify the date and amount of such prepayment and the Type(s) of Committed
Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender's Applicable Percentage of such prepayment. If such notice is given by
the Company, it will make such prepayment and the payment amount specified in
such notice will be due and payable on the date specified therein. Any
prepayment of a Eurocurrency Rate Committed Loan will be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05. Each such prepayment will be applied to the
Committed Loans of the Lenders in accordance with their respective Applicable
Percentages.

      (b) No Bid Loan may be prepaid without the prior consent of the applicable
Bid Loan Lender.

      (c) The Company may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such
prepayment will be in a minimum principal amount of $100,000. Each such notice
will specify the date and amount of such prepayment. If such notice is given by
the Company, the Company will make such prepayment and the payment amount
specified in such notice will be due and payable on the date specified therein.

      (d) If the Administrative Agent notifies the Company at any time that the
Total Outstandings at such time exceed the Aggregate Commitments then in effect,
then, within two Business Days after receipt of such notice, the Company will
prepay Loans and/or the Company

                                       44

<PAGE>

will Cash Collateralize the L/C Obligations in an aggregate amount sufficient to
reduce such Outstanding Amount as of such date of payment to an amount not to
exceed 100% of the Aggregate Commitments then in effect; provided, however,
that, subject to the provisions of Section 2.04(g)(ii), the Company will not be
required to Cash Collateralize the L/C Obligations pursuant to this Section
2.06(c) unless after the prepayment in full of the Loans the Total Outstandings
exceed the Aggregate Commitments then in effect. The Administrative Agent may,
at any time and from time to time after the initial deposit of such Cash
Collateral, request that additional Cash Collateral be provided in order to
protect against the results of further exchange rate fluctuations.

      (e) If the Administrative Agent notifies the Company at any time that the
Outstanding Amount of all Loans and all Letters of Credit denominated in
Alternative Currencies at such time exceeds an amount equal to 105% of the
Alternative Currency Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Company will prepay Loans or Cash
Collateralize Letters of Credit issued in an Alternative Currency, or any
combination thereof, in an aggregate amount sufficient to reduce or Cash
Collateralize such Outstanding Amount as of such date of payment to an amount
not to exceed the Alternative Currency Sublimit then in effect.

      2.07 TERMINATION OR REDUCTION OF COMMITMENTS. The Company may, upon notice
to the Administrative Agent, terminate the Aggregate Commitments, or from time
to time permanently reduce the Aggregate Commitments; provided that (i) any such
notice will be received by the Administrative Agent not later than 10:00 a.m.
five Business Days prior to the date of termination or reduction, (ii) any such
partial reduction will be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Company will not terminate
or reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments, unless the Total Outstandings consist solely of the
Outstanding Amount of L/C Obligations and the Company has concurrently Cash
Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after
giving effect to any reduction of the Aggregate Commitments, the Alternative
Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Commitments, such Sublimit will be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Except as otherwise set forth above, the amount of
any such Aggregate Commitment reduction will not be applied to the Alternative
Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit
unless otherwise specified by the Company. Any reduction of the Aggregate
Commitments will be applied to the Commitment of each Lender according to its
Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Commitments will be paid on the effective date of
such termination.

      2.08 REPAYMENT OF LOANS. (a) The Company will repay to the Lenders on the
Maturity Date the aggregate principal amount of Committed Loans made to it
outstanding on such date.

      (b) The Company shall repay each Bid Loan on the last day of the Interest
Period in respect thereof.

                                       45

<PAGE>

      (c) The Company will repay each Swing Line Loan on the earlier to occur of
(i) the date ten Business Days after such Loan is made and (ii) the Maturity
Date.

      2.09 INTEREST. (a) Subject to the provisions of subsection (b) below, (i)
each Eurocurrency Rate Loan will bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the
case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; (ii) each Base Rate Committed Loan will bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate; (iii) each Bid Loan shall bear interest on the
outstanding principal amount thereof for the Interest Period therefor at a rate
per annum determined in accordance with Section 2.03; and (iv) each Swing Line
Loan will bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate.

      (b)   (i) If any amount of principal of any Loan is not paid when due
      (without regard to any applicable grace periods), whether at stated
      maturity, by acceleration or otherwise, such amount will thereafter bear
      interest at a fluctuating interest rate per annum at all times equal to
      the Default Rate to the fullest extent permitted by applicable Laws.

            (ii) If any amount (other than principal of any Loan) payable by the
      Company under any Loan Document is not paid when due (without regard to
      any applicable grace periods), whether at stated maturity, by acceleration
      or otherwise, then upon the request of the Required Lenders, such amount
      will thereafter bear interest at a fluctuating interest rate per annum at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable Laws.

            (iii) While any Event of Default exists, the Company will pay
      interest on the principal amount of all outstanding Obligations hereunder
      at a fluctuating interest rate per annum at all times equal to the Default
      Rate to the fullest extent permitted by applicable Laws.

            (iv) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) will be due and payable upon demand.

      (c) Interest on each Loan will be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder will be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.10 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.04:

      (a) Facility Fee. The Company will pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a facility
fee in US Dollars equal to the Applicable Rate times the actual daily amount of
the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on
the Outstanding Amount of all Committed Loans,

                                       46

<PAGE>

Swing Line Loans, Bid Loans and L/C Obligations), regardless of usage. The
facility fee will accrue at all times during the Availability Period (and
thereafter so long as any Committed Loans, Swing Line Loans, Bid Loans or L/C
Obligations remain outstanding), including at any time during which one or more
of the conditions in Article IV is not met, and will be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date (and, if applicable, thereafter on demand). The
facility fee will be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount will be
computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect.

      (b) Other Fees. (i) The Company will pay to BAS and the Administrative
Agent for their own respective accounts, in US Dollars, fees in the amounts and
at the times specified in the Fee Letter. Such fees will be fully earned when
paid and will not be refundable for any reason whatsoever.

      (ii) The Company will pay to the Lenders, in US Dollars, such fees as will
have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees will be fully earned when paid and will not be refundable
for any reason whatsoever.

      2.11 COMPUTATION OF INTEREST AND FEES. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" will be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest will be
made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year), or, in the case of interest in respect of Loans denominated
in Alternative Currencies as to which market practice differs from the
foregoing, in accordance with such market practice. Interest will accrue on each
Loan for the day on which the Loan is made, and will not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made will,
subject to Section 2.13(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder will be conclusive and
binding for all purposes, absent manifest error.

      2.12 EVIDENCE OF DEBT. (a) The Credit Extensions made by each Lender will
be evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender will be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Company and the interest and payments thereon. Any failure to
so record or any error in doing so will not, however, limit or otherwise affect
the obligation of the Company hereunder to pay any amount owing with respect to
the Obligations. The Administrative Agent will provide to the Company, upon its
request, a statement of Loans, payments and other transactions pursuant to this
Agreement. Such statement will be deemed correct, accurate, and binding on the
Company (except for corrections and errors discovered by the Administrative
Agent), unless the Company notifies the Administrative Agent in writing to the
contrary within thirty (30) days after such statement is rendered. In the event
a timely written notice of objections is given by the Company, only the items to
which exception is

                                       47

<PAGE>

expressly made will be considered to be disputed by the Company. In the event of
any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent will control in the absence of
manifest error. Upon the request of any Lender to the Company made through the
Administrative Agent, the Company will execute and deliver to such Lender
(through the Administrative Agent) a Note, which will evidence such Lender's
Loans to the Company in addition to such accounts or records. Each Lender may
attach schedules to a Note and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent will maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent will control
in the absence of manifest error.

      2.13 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK. (a) General. All
payments to be made by the Company will be made without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein and except with respect to principal of and interest
on Loans denominated in an Alternative Currency, all payments by the Company
hereunder will be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in US Dollars and in Same Day Funds not later than
1:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Company hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency will be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent's Office in such
Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require
that any payments due under this Agreement be made in the United States. If, for
any reason, the Company is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, it will make such payment in US
Dollars in the US Dollar Equivalent of the Alternative Currency payment amount.
The Administrative Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lender's Lending Office. All
payments received by the Administrative Agent (i) after 1:00 p.m., in the case
of payments in US Dollars, or (ii) after the Applicable Time specified by the
Administrative Agent in the case of payments in an Alternative Currency, will in
each case be deemed received on the next succeeding Business Day and any
applicable interest or fee will continue to accrue. If any payment to be made by
the Company will come due on a day other than a Business Day, payment will be
made on the next following Business Day, except (i) as otherwise set forth in
the definition of Interest Period, (ii) that no payment will extend past the
Maturity Date or the end of the Availability Period, or (iii) as otherwise
agreed between the Company and Bid Lender with respect to a Bid Loan, and such
extension of time will be reflected in computing interest or fees, as the case
may be.

                                       48

<PAGE>

      (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent will have received notice from a Lender prior to the
proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the
case of any Committed Borrowing of Base Rate Loans, prior to 11:00 a.m. on the
date of such Committed Borrowing) that such Lender will not make available to
the Administrative Agent such Lender's share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the Company a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Committed Borrowing available to the Administrative Agent, then the applicable
Lender and the Company severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in Same Day Funds with interest
thereon, for each day from and including the date such amount is made available
to the Company to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the Overnight Rate
and (B) in the case of a payment to be made by the Company, the interest rate
applicable to Base Rate Loans. If the Company and such Lender will pay such
interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent will promptly remit to the Company the amount of such
interest paid by the Company for such period. If such Lender pays its share of
the applicable Committed Borrowing to the Administrative Agent, then the amount
so paid will constitute such Lender's Committed Loan included in such Committed
Borrowing. Any payment by the Company will be without prejudice to any claim the
Company may have against a Lender that will have failed to make such payment to
the Administrative Agent.

      (ii) Payments by the Company; Presumptions by Administrative Agent. Unless
the Administrative Agent will have received notice from the Company prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Company will not make such
payment, the Administrative Agent may assume that the Company has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due. In such event, if the Company has not in fact made such payment,
then each of the Lenders or the L/C Issuer, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in Same Day Funds with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
Overnight Rate.

      A notice of the Administrative Agent to any Lender or the Company with
respect to any amount owing under this subsection (b) will be conclusive, absent
manifest error.

      (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender to the
Company as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Company by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article IV are
not satisfied or waived in accordance with the terms hereof,

                                       49

<PAGE>

the Administrative Agent will return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 10.04(c) are several and not
joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required
hereunder will not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender will be responsible for the failure of any
other Lender to so make its Loan, to purchase its participation or to make its
payment under Section 10.04(c).

      (e) Funding Source. Nothing herein will be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.14 SHARING OF PAYMENTS BY LENDERS. If any Lender will, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Loans made by it, or the participations
in L/C Obligations or in Swing Line Loans held by it resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such Loans or such
participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion
will (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Loans and subparticipations in L/C
Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as will be equitable, so that the benefit of all such payments will
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and other amounts
owing them, provided that:

            (i) if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations will be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii) the provisions of this Section will not be construed to apply
      to (x) any payment made by the Company pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Committed Loans or subparticipations in L/C Obligations or
      Swing Line Loans to any assignee or participant, other than to the Company
      or any Subsidiary thereof (as to which the provisions of this Section will
      apply).

      For purposes of this Section 2.14, any calculation of pro rata shares of
Loans will be determined on the basis of the Outstanding Amount of all Loans
(and each Lender's participation in Swing Line Loans) and all L/C Obligations
(and each Lender's participation therein) without distinction between Committed
Loans, Swing Line Loans and Bid Loans.

                                       50

<PAGE>

      The Company consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

      2.15 INCREASE IN COMMITMENTS.

      (a) Request for Increase. Provided there exists no Default, upon notice to
the Administrative Agent (which will promptly notify the Lenders), the Company
may from time to time, request an increase in the Aggregate Commitments by an
amount (for all such requests) not exceeding $500,000,000; provided that any
such request for an increase will be in a minimum amount of $100,000,000. At the
time of sending such notice, the Company (in consultation with the
Administrative Agent) will specify the time period within which each Lender is
requested to respond (which will in no event be less than ten Business Days from
the date of delivery of such notice to the Lenders).

      (b) Lender Elections to Increase. Each Lender will notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period will be deemed to have declined to
increase its Commitment.

      (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent will notify the Company and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent and
the L/C Issuer (which approvals will not be unreasonably withheld), the Company
may also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance satisfactory to the Administrative Agent
and its counsel.

      (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Company will determine the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent will promptly
notify the Company and the Lenders of the final allocation of such increase and
the Increase Effective Date.

      (e) Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Company will deliver to the Administrative Agent a
certificate dated as of the Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of the Company (i) certifying and
attaching the resolutions adopted by the Company approving or consenting to such
increase, and (ii) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and the
other Loan Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.15, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 will be

                                       51

<PAGE>

deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01, and (B) no Default exists. The Company
will prepay any Committed Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Committed Loans ratable with any revised
Applicable Percentages arising from any nonratable increase in the Commitments
under this Section.

      (f) Conflicting Provisions. This Section will supersede any provisions in
Sections 2.14 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Company hereunder or under any other Loan Document will be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Company will be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable will be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Company will make such
deductions and (iii) the Company will timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

      (b) Payment of Other Taxes by the Company. Without limiting the provisions
of subsection (a) above, the Company will timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Company. The Company will indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Company by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, will be conclusive absent manifest error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Company to a Governmental Authority, the
Company will deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such

                                       52

<PAGE>

Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

      (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Company is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document will deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Company or the Administrative Agent,
will deliver such other documentation prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent as will enable the Company
or the Administrative Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, in the event that the
Company is resident for tax purposes in the United States, any Foreign Lender
will deliver to the Company and the Administrative Agent (in such number of
copies as will be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent, but only
if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the Company within the meaning of section 881(c)(3)(B) of
      the Code, or (C) a "controlled foreign corporation" described in section
      881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
      Service Form W-8BEN, or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the Company
      to determine the withholding or deduction required to be made.

      Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
will reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant

                                       53

<PAGE>

taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm such
Lender's entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by the Company pursuant to this Agreement or
otherwise to establish such Lender's status for withholding tax purposes in such
other jurisdiction. Each Lender will promptly (i) notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
such claimed exemption or reduction, and (ii) take such steps as will not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any such jurisdiction
that the Company make any deduction or withholding for taxes from amounts
payable to such Lender. Additionally, the Company will promptly deliver to the
Administrative Agent or any Lender, as the Administrative Agent or such Lender
will reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such documents and forms required by any relevant taxing
authorities under the Laws of any jurisdiction, duly executed and completed by
the Company, as are required to be furnished by such Lender or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such jurisdiction.

      (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Company or with respect to which the Company has paid additional amounts
pursuant to this Section, it will pay to the Company an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Company under this Section with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Company, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to the Company (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental
Authority. This subsection will not be construed to require the Administrative
Agent, any Lender or the L/C Issuer to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the
Company or any other Person.

      3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in US Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Eurocurrency
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, US Dollars
or any Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Company through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in US
Dollars, to convert Base Rate

                                       54

<PAGE>

Committed Loans to Eurocurrency Rate Committed Loans, will be suspended until
such Lender notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Company will, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable and such Loans are denominated
in US Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base
Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Company
will also pay accrued interest on the amount so prepaid or converted.

      3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a) deposits (whether in US Dollars
or an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Committed Loan
(whether denominated in US Dollars or an Alternative Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Committed Loan does not adequately and fairly reflect the cost
to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent
will promptly so notify the Company and each Lender. Thereafter, the obligation
of the Lenders to make or maintain Eurocurrency Rate Committed Loans in the
affected currency or currencies will be suspended until the Administrative Agent
(upon the instruction of the Required Lenders) revokes such notice. Upon receipt
of such notice, the Company may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans in the affected
currency or currencies or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

      3.04 INCREASED COSTS.

      (a) Increased Costs Generally. If any Change in Law will:

            (i) (i) impose, modify or deem applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
      assets of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except (A) any reserve requirement
      reflected in the Eurocurrency Rate and (B) the requirements of the Bank of
      England and the Financial Services Authority or the European Central Bank
      reflected in the Mandatory Cost, other than as set forth below) or the L/C
      Issuer;

            (ii) subject any Lender or the L/C Issuer to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurocurrency Rate Loan made by
      it, or change the basis of taxation of payments to such Lender or the L/C
      Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
      covered by Section 3.01 and the imposition of, or any change in the rate
      of, any Excluded Tax payable by such Lender or the L/C Issuer);

                                       55

<PAGE>

            (iii) the Mandatory Cost, as calculated hereunder, does not
      represent the cost to any Lender of complying with the requirements of the
      Bank of England and/or the Financial Services Authority or the European
      Central Bank in relation to its making, funding or maintaining
      Eurocurrency Rate Loans; or

            (iv) impose on any Lender or the L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Agreement or
      Eurocurrency Rate Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing will be to increase the cost to such
Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.

      (b) Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit and Swing Line Loans held by, such Lender,
or the Letters of Credit issued by the L/C Issuer, to a level below that which
such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the L/C Issuer's policies and the policies of
such Lender's or the L/C Issuer's holding company with respect to capital
adequacy), then from time to time the Company will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding
company for any such reduction suffered.

      (c) Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Company will be
conclusive absent manifest error. The Company will pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section will not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Company will not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
three months prior to the date that such Lender or the L/C Issuer, as the case
may be,

                                       56

<PAGE>

notifies the Company of the Change in Law giving rise to such increased costs or
reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the three-month period
referred to above will be extended to include the period of retroactive effect
thereof).

      3.05 COMPENSATION FOR LOSSES. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Company will promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b) any failure by the Company (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Company;

      (c) any failure by the Company to make payment of any Loan or drawing
under any Letter of Credit (or interest due thereon) denominated in an
Alternative Currency on its scheduled due date or any payment thereof in a
different currency; or

      (d) any assignment of a Eurocurrency Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any
loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan, from fees payable to terminate the deposits from
which such funds were obtained or from the performance of any foreign exchange
contract. The Company will also pay any customary administrative fees charged by
such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Company to the Lenders under
this Section 3.05, each Lender will be deemed to have funded each Eurocurrency
Rate Loan made by it at the Eurocurrency Base Rate used in determining the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency Rate Committed Loan was in
fact so funded.

      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Company is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender will use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need

                                       57

<PAGE>

for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Company is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Company may replace such Lender in accordance with Section
10.13.

      3.07 SURVIVAL. All of the Company's obligations under this Article III
will survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:

      (a) The Administrative Agent's receipt of the following, each of which
will be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Company, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the Lenders:

            (i) executed counterparts of this Agreement, sufficient in number
      for distribution to the Administrative Agent, each Lender and the Company;

            (ii) Notes executed by the Company in favor of each Lender
      requesting Notes;

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of the
      Company as the Administrative Agent may require evidencing the identity,
      authority and capacity of each Responsible Officer thereof authorized to
      act as a Responsible Officer in connection with this Agreement and the
      other Loan Documents to which it is a party;

            (iv) such documents and certifications as the Administrative Agent
      may reasonably require to evidence that the Company is duly organized or
      formed, and that the Company is validly existing and in good standing;

            (v) favorable opinions of a vice president and assistant general
      counsel of the Company and DLA Piper Rudnick Gray Cary US, LLP, special
      outside counsel to the Company, addressed to the Administrative Agent and
      each Lender, as to the matters set forth in Exhibit G in the aggregate;

                                       58

<PAGE>

            (vi) a certificate of a Responsible Officer of the Company either
      (A) attaching copies of all consents, licenses and approvals required in
      connection with the execution, delivery and performance by the Company and
      the validity against the Company of the Loan Documents to which it is a
      party, and such consents, licenses and approvals will be in full force and
      effect, or (B) stating that no such consents, licenses or approvals are so
      required;

            (vii) a certificate signed by a Responsible Officer of the Company
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied (B) that there has been no event or circumstance since
      the date of the Audited Financial Statements that has had or could be
      reasonably expected to have, either individually or in the aggregate, a
      Material Adverse Effect; and (C) a calculation of the Consolidated Fixed
      Charge Coverage Ratio as of April 3, 2005;

            (viii) a duly completed Compliance Certificate as of the last day of
      the fiscal quarter of the Company ended on April 3, 2005, signed by a
      Responsible Officer of the Company; and

            (ix) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the L/C Issuer, the Swing Line
      Lender or the Required Lenders reasonably may require.

      (b) Any fees required to be paid on or before the Closing Date will have
been paid.

      (c) Unless waived by the Administrative Agent, the Company will have paid
all fees, charges and disbursements of counsel to the Administrative Agent to
the extent invoiced prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as will constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate will
not thereafter preclude a final settling of accounts between the Company and the
Administrative Agent).

      (d) The Closing Date will have occurred on or before August 31, 2005.

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement will be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent will have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurocurrency Rate Committed Loans) is subject to the following
conditions precedent:

      (a) The representations and warranties of the Company contained in Article
V and in each other Loan Document or in any document furnished at any time under
or in connection herewith or therewith, will be true and correct on and as of
the date of such Credit Extension,

                                       59
<PAGE>

except (i) for the representation and warranty contained in Section 5.05(c),
(ii) to the extent that such representations and warranties specifically refer
to an earlier date, in which case they will be true and correct as of such
earlier date, and (iii) that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 will be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01.

      (b) No Default exists, or would result from such proposed Credit Extension
or the application of the proceeds thereof.

      (c) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender will have received a Request for Credit Extension in
accordance with the requirements hereof.

      (d) In the case of a Credit Extension to be denominated in an Alternative
Currency, there will not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent,
the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to
be denominated in an Alternative Currency) would make it impracticable for such
Credit Extension to be denominated in the relevant Alternative Currency.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Committed Loans) submitted by the Company will
be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to the Administrative Agent and the
Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. The Company
and each Subsidiary thereof (a) is duly organized or formed, validly existing
and in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Company of each Loan Document to which it is party, have been
duly authorized by all

                                       60
<PAGE>

necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of the Company's Organization Documents; (b) conflict with
or result in any breach or contravention of, or the creation of any Lien under,
or require any payment to be made under (i) any Contractual Obligation to which
the Company is a party or affecting it or its properties or any of its
Subsidiaries that was required to be filed as an exhibit to the Company's Annual
Report on Form 10-K/A for the fiscal year ended October 3, 2004 or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which the Company or its property is subject; or (c) violate any Law.
The Company and each Subsidiary thereof is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.

      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. Other than a filing on
Form 8-K with the SEC, no approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, the Company of this Agreement or any
other Loan Document.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Company. This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable Debtor Relief Laws and the effect of general principles of equity,
whether applied by a court of law or equity.

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT; NO INTERNAL CONTROL
EVENT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Company and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other material
liabilities, direct or contingent, of the Company and its Subsidiaries as of the
date thereof.

      (b) The unaudited consolidated balance sheet of the Company and its
Subsidiaries dated April 3, 2005, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments. Schedule 5.05
sets forth all material indebtedness and other material liabilities, direct or
contingent, of the Company and its consolidated Subsidiaries as of the date of
such financial statements.

                                       61
<PAGE>

      (c) Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect.

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Company after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Company or any of its
Subsidiaries or against any of their properties that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06,
either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect, and there has been no
material adverse change in the status, or financial effect on the Company or any
Subsidiary thereof, of the matters described on Schedule 5.06.

      5.07 NO DEFAULT. Neither the Company nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Company and each Subsidiary
has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

      5.09 ENVIRONMENTAL COMPLIANCE. The Company and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Company has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      5.10 INSURANCE. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies that are not
Affiliates of the Company, in such amounts (after giving effect to any
self-insurance), with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or the applicable Subsidiary
operates.

      5.11 TAXES. The Company and its Subsidiaries have filed all material
Federal, state and other tax returns and reports required to be filed, and have
paid all material Federal, state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Company or any Subsidiary that would, if made, have a
Material Adverse Effect.

                                       62
<PAGE>

Neither the Company nor any Subsidiary thereof is party to any tax sharing
agreement other than any tax sharing arrangement between or among the Company
and any one or more Subsidiaries.

      5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Company, nothing has occurred which would prevent, or cause the
loss of, such qualification. The Company and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

      (b) There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur
which has resulted or reasonably could result in liability of the Company in an
amount in excess of $25,000,000; (ii) the aggregate amount of Unfunded Pension
Liability among all Pension Plans does not exceed $25,000,000; (iii) neither the
Company nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability in excess of $25,000,000 under Title IV of ERISA with respect to
any Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability in excess of $25,000,000 (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

      5.13 SUBSIDIARIES; EQUITY INTERESTS. The Company has no Subsidiaries other
than those specifically disclosed in Part (a) of Schedule 5.13 (as it may be
updated by the Company from time to time), and all of the outstanding Equity
Interests in such Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company in the amounts specified on Part (a)
of Schedule 5.13 (as it may be updated by the Company from time to time) free
and clear of all Liens. The Company has no equity investments in any other
corporation or entity other than those specifically disclosed in Part(b) of
Schedule 5.13 (as it may be updated by the Company from time to time). All of
the outstanding Equity Interests in the Company have been validly issued and are
fully paid and nonassessable.

                                       63
<PAGE>

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) The Company is not engaged nor will it engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock. Following the
application of the proceeds of each Borrowing or drawing under each Letter of
Credit, not more than 25% of the value of the assets (either of the Company only
or of the Company and its Subsidiaries on a consolidated basis) subject to the
provisions of Section 7.01 or subject to any restriction contained in any
similar agreement or instrument between the Company and any Lender or any
Affiliate of any Lender relating to Indebtedness will be margin stock.

      (b) None of the Company, any Person Controlling the Company, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      5.15 DISCLOSURE. The Company has disclosed to the Administrative Agent and
the Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished (whether in writing or orally, and if orally, on
which the Administrative Agent or such Lender in good faith and reasonably
relies) by or on behalf of the Company to the Administrative Agent or any Lender
in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by, and taken together as a whole with, other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Company represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

      5.16 COMPLIANCE WITH LAWS. Each of the Company and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

      5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. The Company and its
Subsidiaries own, or possess the right to use, without conflict with the rights
of any other Person, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, "IP Rights") with respect to which the failure to
possess or have the right to use or the presence of a conflict with the rights
of any other Person

                                       64
<PAGE>

could not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Subsidiary infringes upon any
rights held by any other Person, except where such infringement could not
reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the
Company, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender will have any Commitment hereunder, any Loan or
other Obligation hereunder will remain unpaid or unsatisfied, or any Letter of
Credit will remain outstanding, the Company will, and will (except in the case
of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Subsidiary to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

      (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Company (commencing with the fiscal year ending October
2, 2005), a consolidated balance sheet of the Company and its Subsidiaries as of
the end of such fiscal year, and the related consolidated statements of income
or operations, shareholders' equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, audited and
accompanied by a report and opinion of a Registered Public Accounting Firm of
nationally recognized standing as to whether such financial statements are free
of material misstatement, which report and opinion will be prepared in
accordance with audit standards of the Public Company Accounting Oversight Board
and will not be subject to any "going concern" or like qualification or
exception or any qualification or exception as to the scope of such audit or
with respect to the absence of material misstatement; and

      (b) as soon as available, but in any event within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Company
(commencing with the fiscal quarter ending January 1, 2006), a consolidated
balance sheet of the Company and its Subsidiaries as of the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter and for the portion
of the Company's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, certified by a Responsible Officer of the Company as
fairly presenting the financial condition, results of operations, shareholders'
equity and cash flows of the Company and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes.

      As to any information contained in materials furnished pursuant to Section
6.02(c), the Company will not be separately required to furnish such information
under clause (a) or (b) above, but the

                                       65
<PAGE>

foregoing will not be in derogation of the obligation of the Company to furnish
the information and materials described in clauses (a) and (b) above at the
times specified therein.

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

      (a) (A) management's assessment of the effectiveness of the Company's
internal control over financial reporting as of the end of the Company's most
recent fiscal year for which such assessment was required in accordance with
Item 308 of SEC Regulation S-K expressing a conclusion as to which the Required
Lenders reasonably do not object, and (B) with respect to the most recent fiscal
year of the Company for which such assessment was required, an attestation
report (or reports) of a Registered Public Accounting Firm on management's
assessment and the opinion of the Registered Public Accounting Firm
independently assessing the effectiveness of the Company's internal control over
financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB
Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a
conclusion as to which the Required Lenders reasonably do not object;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Company;

      (c) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
shareholders of the Company, and copies of all annual, regular, periodic and
special reports and registration statements which the Company may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

      (d) promptly, and in any event within five Business Days after receipt
thereof by the Company or any Subsidiary thereof, copies of each notice or other
correspondence received from the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) concerning any investigation or possible investigation or
other inquiry by such agency regarding financial or other operational results of
the Company or any Subsidiary thereof; and

      (e) promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) or (d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, will be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto on the Company's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Company's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial,

                                       66
<PAGE>

third-party website or whether sponsored by the Administrative Agent); provided
that: (i) the Company will deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Company to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Company will notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Company will be
required to provide paper copies of the Compliance Certificates required by
Section 6.02(a) to the Administrative Agent. Except for such Compliance
Certificates, the Administrative Agent will have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event will have no responsibility to monitor compliance by the Company with any
such request for delivery, and each Lender will be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

      The Company hereby acknowledges that (a) the Administrative Agent and/or
the Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Company hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Company or its
securities) (each, a "Public Lender"). The Company hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders will be
clearly and conspicuously marked "PUBLIC" which, at a minimum, will mean that
the word "PUBLIC" will appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC", the Company will be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Company or its securities for
purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they will be
treated as set forth in Section 10.07); (y) all Borrower Materials marked
"PUBLIC" are permitted to be made available through a portion of the Platform
designated "Public Investor"; and (z) the Administrative Agent and the Arrangers
will be entitled to treat any Borrower Materials that are not marked "PUBLIC" as
being suitable only for posting on a portion of the Platform not designated
"Public Investor".

      6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

      (a) of the occurrence of any Default;

      (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including any such matter resulting from
(i) breach or non-performance of, or any default under, a Contractual Obligation
of the Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Company or any
Subsidiary, including pursuant to any applicable Environmental Laws;

                                       67
<PAGE>

      (c) of the occurrence of any ERISA Event;

      (d) of any material change in accounting policies or financial reporting
practices by the Company or any Subsidiary;

      (e) of the occurrence of any Internal Control Event; and

      (f) of any announcement by Moody's or S&P of any change or possible change
in a Debt Rating.

      Each notice pursuant to this Section will be accompanied by a statement of
a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) will
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same will become due
and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property and such
Lien is not permitted under Section 7.01; and (c) all Indebtedness, as and when
due and payable, but subject to any subordination provisions contained in any
instrument or agreement evidencing such Indebtedness.

      6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect the legal existence and good standing of the Company and
its Material Subsidiaries under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.03; (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

      6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear excepted and (b)
make all necessary repairs thereto and renewals and replacements thereof except,
in each case, where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies that are not Affiliates of the Company, insurance
with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance) as
are customarily carried under similar circumstances by such other Persons and
providing for not less than 30 days' prior notice to the Company, which shall
then

                                       68
<PAGE>

promptly notify the Administrative Agent, of termination, lapse or cancellation
of such insurance.

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

      6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied will be made of all financial transactions and matters involving the
assets and business of the Company or such Subsidiary, as the case may be.

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants,
provided, however, that such visits, inspections or examinations will be made at
a reasonable time during normal business hours with due regard for, and minimal
disruption of, the business of the Company and its Subsidiaries, and will not
(a) be at the expense of the Company, (b) occur more frequently than once in any
12-month period and (c) be made without five (5) Business Days' prior notice;
provided further, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.

      6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document, such general corporate purposes will include working capital, capital
expenditures, acquisitions and share repurchases.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender will have any Commitment hereunder, any Loan or
other Obligation hereunder will remain unpaid or unsatisfied, or any Letter of
Credit will remain outstanding, the Company in Section 7.01 and Sections 7.03
through 7.06 will not, nor will it permit or allow any Subsidiary in any section
of this Article VII to, directly or indirectly:

      7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

      (a) Liens pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the property covered thereby
is not changed, (ii) the amount

                                       69
<PAGE>

secured or benefited thereby is not increased, (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any renewal or
extension of the obligations secured or benefited thereby is permitted by
Section 7.02(a);

      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 60 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

      (h) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h);

      (i) Liens securing Indebtedness permitted under Section 7.02(d); and

      (j) Liens not otherwise permitted by Sections 7.01(a) through (i) which
will not in the aggregate at any time attach to assets of the Company and its
Subsidiaries in excess of 5% of the Consolidated Total Assets of the Company.

      7.02 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

      (a) Indebtedness outstanding on the date hereof and listed on Schedule
7.02 and any refinancings, refundings, renewals or extensions thereof; provided
that (i) the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) the terms relating to
principal amount, amortization, maturity, collateral (if any) and subordination
(if any), and other material terms taken as a whole, of any such refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered into
and of any instrument issued in connection therewith, are no less favorable in
any material respect to the Company or the Lenders than the terms of any

                                       70
<PAGE>

agreement or instrument governing the Indebtedness being refinanced, refunded,
renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then
applicable market interest rate;

      (b) Guarantees of any Subsidiary in respect of Indebtedness otherwise
permitted hereunder of any Subsidiary;

      (c) obligations (contingent or otherwise) of any Subsidiary existing or
arising under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a "market view;" and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party;

      (d) secured Indebtedness not otherwise permitted by Section 7.02(a) in an
aggregate principal amount at any time outstanding that does not exceed 2% of
the Consolidated Total Assets of the Company;

      (e) unsecured Indebtedness not otherwise permitted by Sections 7.02(a)
through (c) in an aggregate principal amount at any time outstanding that does
not exceed 5% of the Consolidated Total Assets of the Company; and

      (f) intercompany loans made between the Company and a Subsidiary or any
two Subsidiaries.

      7.03 FUNDAMENTAL CHANGES. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of the assets (whether now owned or
hereafter acquired) of the Company or any Material Subsidiary to or in favor of
any Person, except that, so long as no Default exists or would result therefrom:

      (a) any Subsidiary may merge with (i) the Company, provided that the
Company will be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any wholly-owned Subsidiary is merging
with another Subsidiary, the wholly-owned Subsidiary will be the continuing or
surviving Person; and

      (b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must either be the Company or a
wholly-owned Subsidiary.

      7.04 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by the Company
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

                                       71
<PAGE>

      7.05 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any kind
with any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Company or such Subsidiary as would be obtainable by the Company or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate, provided that the foregoing restriction will not apply
to transactions between or among the Company and any of its wholly-owned
Subsidiaries or between and among any wholly-owned Subsidiaries.

      7.06 CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the Consolidated
Fixed Charge Coverage Ratio as of the last day of any period of four consecutive
fiscal quarters of the Company to be less than 2.50 to 1.00.

      7.07 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Subsidiary to make Restricted Payments to the Company or any Subsidiary
or to otherwise transfer property to the Company or any Subsidiary, (ii) of any
Subsidiary to Guarantee the Indebtedness of the Company or (iii) of the Company
or any Subsidiary to create, incur, assume or suffer to exist Liens on property
of such Person; provided, however, that this clause (iii) shall not prohibit any
negative pledge incurred or provided in favor of any holder of Indebtedness
which is secured by a Lien permitted under Section 7.01 solely to the extent any
such negative pledge relates to the property to which such Lien has attached; or
(b) requires the grant of a Lien to secure an obligation of the Company or any
Subsidiary if a Lien is granted to secure another obligation of such Person.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following will constitute an Event of
Default:

      (a) Non-Payment. The Company fails to pay (i) when and as required to be
paid herein, and in the currency required hereunder, any amount of principal of
any Loan or any L/C Obligation, or (ii) within three days after the same becomes
due, any interest on any Loan or on any L/C Obligation, or any fee due
hereunder, or (iii) within five days after the same becomes due, any other
amount payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. The Company fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
or 6.11 or Article VII; or

      (c) Other Defaults. The Company fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days; or

      (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Company herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith is incorrect or misleading when made or deemed
made; or

                                       72
<PAGE>

      (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the $100,000,000, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Company or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Company or such Subsidiary as a result thereof is greater than the
$100,000,000; or

      (f) Insolvency Proceedings, Etc. The Company or any of its Material
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) The Company or any Material
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of the Company or any such Material Subsidiary and is not
released, vacated or fully bonded within 30 days after its issue or levy; or

      (h) Judgments. There is entered against the Company or any Subsidiary (i)
a final judgment or order for the payment of money in an aggregate amount
exceeding $100,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or
more non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment

                                       73
<PAGE>

or order, or (B) there is a period of ten consecutive days during which a stay
of enforcement of such judgment, by reason of a pending appeal or otherwise, is
not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the
$25,000,000, or (ii) the Company or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the $25,000,000; or

      (j) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Company or any other Person (other than any Lender, the
Administrative Agent or the L/C Issuer) contests in any manner the validity or
enforceability of any Loan Document; or the Company denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; or

      (k) Change of Control. There occurs any Change of Control.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is
continuing, the Administrative Agent will, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:

      (a) declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation will be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Company;

      (c) require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

      (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Company under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions will automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid will automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
will automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

                                       74
<PAGE>

      8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations will be applied by the Administrative
Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of
Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges
and disbursements of counsel to the respective Lenders and the L/C Issuer
(including fees and time charges for attorneys who may be employees of any
Lender or the L/C Issuer) and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second
payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and
other Obligations, ratably among the Lenders and the L/C Issuer in proportion to
the respective amounts described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above will be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount will be applied to the
other Obligations, if any, in the order set forth above.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such

                                       75
<PAGE>

actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and the Company will have no rights as a third party beneficiary of any
of such provisions.

      9.02 RIGHTS AS A LENDER. The Person serving as the Administrative Agent
hereunder will 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 the term "Lender" or "Lenders" will, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Company or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03 EXCULPATORY PROVISIONS. The Administrative Agent will not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

      (a) will not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

      (b) will not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as will be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent
will not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

      (c) will not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and will not be liable for the failure to
disclose, any information relating to the Company or any of its respective
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

      The Administrative Agent will not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as will be necessary, or as the
Administrative Agent will believe in good faith will be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent will be
deemed not to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by the Company, a Lender or
the L/C Issuer.

      The Administrative Agent will not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this

                                       76
<PAGE>

Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent will be
entitled to rely upon, and will not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated 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 have been made by the proper Person, and will not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent will have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and will not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      9.05 DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document 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 of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article will apply to any such sub agent and to the Related Parties of the
Administrative Agent and any such sub agent, and will apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Company. Upon receipt of any such notice of resignation, the Required Lenders
will have the right, in consultation with the Company, to appoint a successor,
which will be a bank with an office in the United States, or an Affiliate of any
such bank with an office in the United States. If no such successor will have
been so appointed by the Required Lenders and will 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 L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent will
notify the Company and the Lenders that no qualifying Person has accepted such
appointment, then such resignation will nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent will be
discharged from its

                                       77
<PAGE>

duties and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent will instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor will succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent will be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Company to a successor Administrative Agent will be the same as those payable to
its predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 will
continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section will also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor will succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender will be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer will issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

      9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties 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 and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it will 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 other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Book Managers, Arrangers or the Syndication Agent
listed on the cover page hereof will have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer
hereunder.

      9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or

                                       78
<PAGE>

other judicial proceeding relative to the Company is pending, the Administrative
Agent (irrespective of whether the principal of any Loan or L/C Obligation will
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent will have made any demand on
the Company) will be entitled and empowered, by intervention in such proceeding
or otherwise.

      (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.04(i) and (j), 2.10 and 10.04) allowed in such judicial
proceeding; and

      (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent will consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.10
and 10.04.

      Nothing contained herein will be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Company therefrom, will be effective unless in writing signed by the Required
Lenders and the Company and acknowledged by the Administrative Agent, and each
such waiver or consent will be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no such amendment,
waiver or consent will:

      (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

      (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

                                       79
<PAGE>

      (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;

      (d) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to
this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders will
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Company to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;

      (e) change Section 2.14 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

      (f) amend Section 1.06 or the definition of "Alternative Currency" without
the written consent of each Lender; or

      (g) change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder without the written
consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent will, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent will, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent will, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (iv)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender will have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein will be in writing and will be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier

                                       80
<PAGE>

as follows, and all notices and other communications expressly permitted
hereunder to be given by telephone will be made to the applicable telephone
number, as follows:

            (i) if to the Company, the Administrative Agent, the L/C Issuer or
      the Swing Line Lender, to the address, telecopier number, electronic mail
      address or telephone number specified for such Person on Schedule 10.02;
      and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, will be deemed to have been given when received; notices sent
by telecopier will be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, will be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, will be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
will not apply to notices to any Lender or the L/C Issuer pursuant to Article II
if such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Company may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address will be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication will be deemed to have been sent at the opening of business on the
next business day for the recipient, and (ii) notices or communications posted
to an Internet or intranet website will be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR

                                       81
<PAGE>

OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM. In no event will the Administrative Agent or any of
its Related Parties (collectively, the "Agent Parties") have any liability to
the Company, any Lender, the L/C Issuer or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of the Company's or the Administrative Agent's
transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event will any Agent Party have any liability to
the Company, any Lender, the L/C Issuer or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or
actual damages).

      (d) Change of Address, Etc. Each of the Company, the Administrative Agent,
the L/C Issuer and the Swing Line Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto. Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Company, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In
addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail
address to which notices and other communications may be sent and (ii) accurate
wire instructions for such Lender.

      (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders will be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices, Bid
Requests and Swing Line Loan Notices) purportedly given by or on behalf of the
Company even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Company will indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Company. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder will operate as a waiver
thereof; nor will any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

                                       82
<PAGE>

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Company will pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby will be
consummated), (ii) all reasonable out of pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out of
pocket expenses incurred by the Administrative Agent, any Lender or the L/C
Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), and will pay all fees and
time charges for attorneys who may be employees of the Administrative Agent, any
Lender or the L/C Issuer, in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans
made or Letters of Credit issued hereunder, including all such out of pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

      (b) Indemnification by the Company. The Company will indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), and will
indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the
Company arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Company or any of its Subsidiaries, or any
Environmental Liability related in any way to the Company or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by the Company, and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity will not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Company against an Indemnitee for breach
in bad faith of such

                                       83
<PAGE>

Indemnitee's obligations hereunder or under any other Loan Document, if the
Company has obtained a final and nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction.

      (c) Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.13(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Company will not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof.

      (e) Payments. All amounts due under this Section will be payable not later
than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section will survive the resignation
of the Administrative Agent and the L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of the Company is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied will be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per

                                       84
<PAGE>

annum equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence will survive the
payment in full of the Obligations and the termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

      (a) Successors and Assigns Generally. The provisions of this Agreement
will be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Company may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or transfer by any party
hereto will be null and void). Nothing in this Agreement, expressed or implied,
will 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 subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

            (i) except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans 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 or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, will not be less than $5,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the Company otherwise consents
      (each such consent not to be unreasonably withheld or delayed); provided,
      however, that concurrent assignments to members of an Assignee Group and
      concurrent assignments from members of an Assignee Group to a single
      Eligible Assignee (or to an Eligible Assignee and members of its Assignee
      Group) will be treated as a single assignment for purposes of determining
      whether such minimum amount has been met;

                                       85
<PAGE>

            (ii) each partial assignment will be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned,
      except that this clause (ii) will not apply to rights in respect of Bid
      Loans or Swing Line Loans;

            (iii) any assignment of a Commitment must be approved by the
      Administrative Agent, the L/C Issuer and the Swing Line Lender unless the
      Person that is the proposed assignee is itself a Lender (whether or not
      the proposed assignee would otherwise qualify as an Eligible Assignee);
      and

            (iv) the parties to each assignment will execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee in the amount of $2,500 and the Eligible
      Assignee, if it will not be a Lender, will deliver to the Administrative
      Agent an Administrative Questionnaire

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder will be a
party to this Agreement 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 will, 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 will cease to be a party hereto) but will continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Company (at its expense) will execute and deliver
a Note to the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
will be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Company, will maintain at the Administrative Agent's Office 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 Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register will be conclusive, and the Company, 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 will be
available for inspection by the Company and the L/C Issuer at any reasonable
time and from time to time upon reasonable prior notice. In addition, at any
time that a request for a consent for a material or substantive change to the
Loan Documents is pending, any Lender may request and receive from the
Administrative Agent a copy of the Register.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, the Company or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries) (each, a

                                       86
<PAGE>

"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the
Loans (including such Lender's participations in L/C Obligations and/or Swing
Line Loans) owing to it); provided that (i) such Lender's obligations under this
Agreement will remain unchanged, (ii) such Lender will remain solely responsible
to the other parties hereto for the performance of such obligations and (iii)
the Company, the Administrative Agent, the Lenders and the L/C Issuer will
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 will provide that such Lender will 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, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, the Company agrees that each Participant will be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also will be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

      (e) Limitation upon Participant Rights. A Participant will not be entitled
to receive any greater payment under Section 3.01 or 3.04 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 Company's prior written consent. A Participant that
would be a Foreign Lender if it were a Lender will not be entitled to the
benefits of Section 3.01 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section 3.01(e) as though it were a Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment will release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption will be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which will be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.

                                       87
<PAGE>

      (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Company and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Company,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Company will be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Company to appoint any such successor will
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it will retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)).
If Bank of America resigns as Swing Line Lender, it will retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section
2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor will succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line
Lender, as the case may be, and (b) the successor L/C Issuer will issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Bank of
America to effectively assume the obligations of Bank of America with respect to
such Letters of Credit.

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Company and its obligations, (g) with the consent of the Company
or (h) to the extent such Information (x) becomes publicly available other than
as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Company.

                                       88
<PAGE>

      For purposes of this Section, "Information" means all information received
from the Company or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section will be considered to
have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

      Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.

      Subject to any applicable requirements of federal, state or local laws or
regulations, including securities laws or regulations, neither the
Administrative Agent nor any Lender will make or cause to be made, whether
orally or in writing or otherwise, any public announcement or statement that is
intended for the general public and not targeted primarily to reach audiences in
the banking industry and the industry's customers with respect to the
transactions contemplated by this Agreement, or any of the provisions of this
Agreement, without the prior written approval of the Company as to the form,
content and timing of such announcement or disclosure, which approval may be
given or withheld in the Company's sole discretion.

      10.08 RIGHT OF SETOFF. If an Event of Default will have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of the Company against any and all of its obligations now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, irrespective of whether or not such Lender or the L/C Issuer will have
made any demand under this Agreement or any other Loan Document and although
such obligations may be contingent or unmatured or are owed to a branch or
office of such Lender or the L/C Issuer different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each
Lender, the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender
and the L/C Issuer agrees to notify the Company and the Administrative Agent
promptly after any such setoff and application, provided that the failure to
give such notice will not affect the validity of such setoff and application.

      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents will not

                                       89
<PAGE>

exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate"). If the Administrative Agent or any Lender will receive
interest in an amount that exceeds the Maximum Rate, the excess interest will be
applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Company. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which will constitute an original, but all of which when
taken together will constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement will become effective when it will
have been executed by the Administrative Agent and when the Administrative Agent
will have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy will be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith will
survive the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and each
Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default at the time of any
Credit Extension, and will continue in full force and effect as long as any Loan
or any other Obligation hereunder will remain unpaid or unsatisfied or any
Letter of Credit will remain outstanding.

      10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents will not be affected or impaired thereby and (b) the
parties will endeavor in good faith negotiations to replace the illegal, invalid
or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction will not
invalidate or render unenforceable such provision in any other jurisdiction.

      10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Company is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Company may, at
its sole expense and effort, upon notice to such

                                       90
<PAGE>

Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that will assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment), provided that:

      (a) the Company will have paid to the Administrative Agent the assignment
fee specified in Section 10.06(b);

      (b) such Lender will have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Company (in the case of all other amounts);

      (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

      (d) such assignment does not conflict with applicable Laws.

      A Lender will not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

      10.14 GOVERNING LAW; JURISDICTION; ETC.

      (a) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b) SUBMISSION TO JURISDICTION. THE COMPANY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
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 COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING WILL 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 OR IN ANY OTHER LOAN DOCUMENT WILL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS

                                       91
<PAGE>

AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ITS PROPERTIES IN
THE COURTS OF ANY JURISDICTION.

      (c) WAIVER OF VENUE. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.

      (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Company that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the
Company and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Company in accordance with the Act.

      10.17 JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used will be that at
which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation

                                       92
<PAGE>

of the Company in respect of any such sum due from it to the Administrative
Agent or the Lenders hereunder or under the other Loan Documents will,
notwithstanding any judgment in a currency (the "Judgment Currency") other than
that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the "Agreement Currency"), be discharged only to
the extent that on the Business Day following receipt by the Administrative
Agent of any sum adjudged to be so due in the Judgment Currency, the
Administrative Agent may in accordance with normal banking procedures purchase
the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from the Company in the Agreement Currency, the Company
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
the Company (or to any other Person who may be entitled thereto under applicable
law).

                                       93
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-1
<PAGE>

                                      BANK OF AMERICA, N.A., as
                                      Administrative Agent

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-2
<PAGE>

                                      BANK OF AMERICA, N.A., as a Lender, L/C
                                      Issuer and Swing Line Lender

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-3
<PAGE>

                                      WELLS FARGO BANK, N.A.

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-4
<PAGE>

                                      CITIBANK, N.A.

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-5
<PAGE>

                                      WACHOVIA BANK, NATIONAL
                                      ASSOCIATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-6
<PAGE>

                                      DEUTSCHE BANK AG NEW YORK BRANCH

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-7
<PAGE>

                                      JPMORGAN CHASE BANK, N.A.

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-8
<PAGE>

                                      U.S. BANK NATIONAL ASSOCIATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-9
<PAGE>

                                      ABN AMRO BANK N.V.

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-10
<PAGE>

                                      THE BANK OF NOVA SCOTIA

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-11
<PAGE>

                                      HSBC BANK USA, NATIONAL
                                      ASSOCIATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-12
<PAGE>

                                      COOPERATIEVE CENTRALE RAIFFEISEN-
                                      BOERENLEENBANK B.A., "RABOBANK
                                      INTERNATIONAL", NEW YORK BRANCH

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      S-13
<PAGE>

                                      UBS LOAN FINANCE LLC

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________


[The Schedules referenced in the table of contents have been omitted for
purposes of this filing, but will be furnished supplementally to the Securities
and Exchange Commission upon request.]


                                      S-14



<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                        Date: ___________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of August 12,
2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Starbucks Corporation, a Washington
corporation (the "Company"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

      The Company hereby requests, on behalf of itself (select one):

      [ ] A Borrowing of Committed Loans  [ ] A conversion or continuation of
                                              Loans

      1.    On _________________________ (a Business Day on which the funds will
            be available to the Company).

      2.    In the amount of _______________.

      3.    Comprised of ______________________________.
                         [Type of Committed Loan requested]

      4.    In the following currency: ________________________

      5.    For Eurocurrency Rate Loans: with an Interest Period of __________
            months.

      The Committed Borrowing, if any, requested herein complies with the
provisos to the first sentence of Section 2.01 of the Agreement.

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      A-1
                         Form of Committed Loan Notice
<PAGE>

                                                                     EXHIBIT B-1

                               FORM OF BID REQUEST

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of August 12,
2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Starbucks Corporation, a Washington
corporation (the "Company"), the Lenders from time to time party thereto, Bank
of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

      The Lenders are invited to make Bid Loans:

      1. On _____ (a Business Day on which the funds will be available to the
Company).

      2. In an aggregate amount not exceeding $ _______ (with any sublimits set
forth below).

[ ] Bid Loans based on an  [ ] Bid Loans based on Base  [ ] Bid Loans based on
    Absolute Rate              Rate                         Eurocurrency Rate

      3. Comprised of (select one):

<TABLE>
<CAPTION>
                                         MAXIMUM PRINCIPAL AMOUNT  ALTERNATIVE CURRENCY
BID LOAN NO.  INTEREST PERIOD REQUESTED        REQUESTED                 REQUESTED
------------  -------------------------  ------------------------  --------------------
<S>           <C>                        <C>                       <C>
    1             _______days/mos             $_______________
    2             _______days/mos             $_______________
    3             _______days/mos             $_______________
</TABLE>

      The Bid Borrowing requested herein complies with the requirements of the
proviso to the first sentence of Section 2.03(a) of the Agreement.

      The Company authorizes the Administrative Agent to deliver this Bid
Request to the Lenders. Responses by the Lenders must be in substantially the
form of Exhibit B-2 to the Agreement and must be received by the Administrative
Agent by the time specified in Section 2.03 of the Agreement for submitting
Competitive Bids.

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                     B-1-1
                              Form of Bid Request
<PAGE>

                                                                     EXHIBIT B-2

                             FORM OF COMPETITIVE BID
                                                           ____________, _______

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of August 12,
2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Starbucks Corporation, a Washington
corporation (the "Company"), the Lenders from time to time party thereto, Bank
of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

      In response to the Bid Request dated , ____, the undersigned offers to
make the following Bid Loan(s):

      1. Borrowing date____________________ (a Business Day on which the funds
will be available to the Company).

      2. In an aggregate amount not exceeding $_______________ (with any
sublimits set forth below).

      3. Comprised of:

[ ] Bid Loans based on an  [ ] Bid Loans based on Base  [ ] Bid Loans based on
    Absolute Rate              Rate                         Eurocurrency Rate

<TABLE>
<CAPTION>
                                             ABSOLUTE RATE BID,
                                              BASE RATE BID OR
              INTEREST PERIOD                   EUROCURRENCY       ALTERNATIVE
BID LOAN NO.      OFFERED       BID MAXIMUM      MARGIN BID*     CURRENCY OFFERED
------------  ----------------  -----------  ------------------  ----------------
<S>           <C>               <C>          <C>                 <C>
     1        _______ days/mos  $__________    (- +) _______%
     2        _______ days/mos  $__________    (- +) _______%
     3        _______ days/mos  $__________    (- +) _______%
</TABLE>

-----------------
* Expressed in multiples of 1/100th of a basis point.

                                     B-2-1
                            Form of Competitive Bid
<PAGE>

  Contact Person: ____________________________ Telephone: ____________________

                                      [LENDER]

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

********************************************************************************

                                     B-2-2
                            Form of Competitive Bid
<PAGE>

      THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY
OFFERS CONTAINED IN THIS COMPETITIVE BID:

      The offers made above are hereby accepted in the amounts set forth below:

<TABLE>
<CAPTION>
BID LOAN NO.  PRINCIPAL AMOUNT ACCEPTED
------------  -------------------------
<S>           <C>
                        $
                        $
                        $
</TABLE>

STARBUCKS CORPORATION

By: __________________________________
Name: ________________________________
Title: _______________________________
Date: ________________________________

                                     B-2-3
                            Form of Competitive Bid
<PAGE>

                                                                       EXHIBIT C

                         FORM OF SWING LINE LOAN NOTICE

Date:  ___________, _____

To: Bank of America, N.A., as Swing Line Lender
    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of August 12,
2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Starbucks Corporation, a Washington
corporation (the "Company"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

      The undersigned hereby requests a Swing Line Loan:

      1. On _________________________ (a Business Day on which the funds will be
available to the Company).

      2. In the amount of $_______________.

      The Swing Line Borrowing requested herein complies with the requirements
of the provisos to the first sentence of Section 2.05(a) of the Agreement.

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      C-1
                         Form of Swing Line Loan Notice
<PAGE>

                                                                       EXHIBIT D

                                  FORM OF NOTE

                                                           _______________, 2005

      FOR VALUE RECEIVED, the undersigned (the "Company") hereby promises to pay
to _____________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Loan from time to time made by the Lender to the Company under
that certain Credit Agreement, dated as of August 12, 2005 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the "Agreement;" the terms defined therein being used herein as therein
defined), among the Company, the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

      The Company promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
Except as otherwise provided in Section 2.05(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest will be made to the
Administrative Agent for the account of the Lender in the currency in which such
Committed Loan was denominated and in Same Day Funds at the Administrative
Agent's Office for such currency. If any amount is not paid in full when due
hereunder, such unpaid amount will bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note will become, or may be declared to be, immediately
due and payable all as provided in the Agreement. Loans made by the Lender will
be evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business. The Lender may also attach schedules to this
Note and endorse thereon the date, amount, currency and maturity of its Loans
and payments with respect thereto.

      The Company, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

      THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      D-1
                                  Form of Note
<PAGE>

                    LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                   CURRENCY              AMOUNT OF
                     AND                 PRINCIPAL   OUTSTANDING
          TYPE OF  AMOUNT OF   END OF   OR INTEREST   PRINCIPAL
           LOAN      LOAN     INTEREST   PAID THIS     BALANCE    NOTATION
  DATE     MADE      MADE      PERIOD      DATE       THIS DATE    MADE BY
<S>       <C>      <C>        <C>       <C>          <C>          <C>
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
________  _______  _________  ________  ___________  ___________  ________
</TABLE>

                                      D-2
                                  Form of Note
<PAGE>

                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                                Financial Statement Date: _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of August 12,
2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Starbucks Corporation, a Washington
corporation (the "Company"), from time to time party thereto, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent,
L/C Issuer and Swing Line Lender.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the _____________________________________________ of the Company,
and that, as such, he/she is authorized to execute and deliver this Certificate
to the Administrative Agent on the behalf of the Company, and that:

      [Use following paragraph 1 for fiscal YEAR-END financial statements]

      1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Company ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

     [Use following paragraph 1 for fiscal QUARTER-END financial statements]

      1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Company ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

      2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Company during the accounting period covered by the attached financial
statements.

      3. A review of the activities of the Company during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Company performed and observed all its
Obligations under the Loan Documents, and

                                      E-1
                         Form of Compliance Certificate
<PAGE>

                                  [SELECT ONE:]

      [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE
COMPANY PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN DOCUMENTS
APPLICABLE TO IT, AND NO DEFAULT HAS OCCURRED AND IS CONTINUING.]

                                     --OR--

      [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED
AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

      4. The representations and warranties of the Company contained in Article
V of the Agreement and in each other Loan Document or in any document furnished
at any time under or in connection with the Loan Documents, are true and correct
on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Compliance Certificate, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Agreement will be deemed to refer
to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Agreement, including the statements in
connection with which this Compliance Certificate is delivered.

      5. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_______________, ________

                                      STARBUCKS CORPORATION

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      E-2
                         Form of Compliance Certificate
<PAGE>

        For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          TO THE COMPLIANCE CERTIFICATE
                                  ($ IN 000'S)

I.    SECTION 7.06 - CONSOLIDATED FIXED CHARGE COVERAGE RATIO.

      A.    Consolidated EBITDA for four consecutive fiscal quarters ending on
            above date ("Subject Period"):

            1.   Consolidated Net Income for Subject Period:            $_______

            2.   Consolidated Interest Charges for Subject Period:      $_______

            3.   Provision for income taxes for Subject Period:         $_______

            4.   Depreciation expenses for Subject Period:              $_______

            5.   Amortization expenses for Subject Period:              $_______

            6.   Non-cash reductions of Consolidated Net Income
                 for Subject Period:                                    $_______

            7.   Income tax credits for Subject Period:                 $_______

            8.   Non-recurring gains increasing Consolidated Net
                 Income (or reducing net loss) which do not represent
                 cash items for Subject Period or any future period:    $_______

            9.   Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5
                 + 6 - 7 - 8):                                          $_______

      B.    Operating Lease and Rental Expense                          $_______

      C.    Consolidated Interest Charges for Subject Period:           $_______

      D.    Consolidated Fixed Charge Coverage Ratio ((Lines I.A.9 +
            I.B) / (Lines I.B + I.C)):                                  ____to 1

            Minimum required:

<TABLE>
<CAPTION>
                                          MINIMUM
                                       CONSOLIDATED
                                   FIXED CHARGE COVERAGE
 FOUR FISCAL QUARTERS ENDING              RATIO
---------------------------------  ---------------------
<S>                                <C>
Closing Date through _______,____
______, ____ through _______,____
______, ____ and each fiscal
quarter thereafter
</TABLE>

                                      E-3
                         Form of Compliance Certificate
<PAGE>

        For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 3
                          to the Compliance Certificate
                                  ($ in 000's)

                               CONSOLIDATED EBITDA
            (in accordance with the definition of Consolidated EBITDA
                         as set forth in the Agreement)

<TABLE>
<CAPTION>
CONSOLIDATED            Quarter    Quarter    Quarter    Quarter   Twelve Months
EBITDA                   Ended      Ended      Ended      Ended        Ended
---------------------  ---------  ---------  ---------  ---------  -------------
<S>                    <C>        <C>        <C>        <C>        <C>
Consolidated
Net Income

+  Consolidated
   Interest Charges

+  income taxes

+  depreciation
   expense

+  amortization
   expense

+  non-cash expenses

-  income tax credits

-  non-recurring
   gains increasing
   net income (or
   reducing net loss)

=  Consolidated
   EBITDA
</TABLE>

                                       E-4
                         Form of Compliance Certificate
<PAGE>

                                                                       EXHIBIT F

                            ASSIGNMENT AND ASSUMPTION

      This Assignment and Assumption (this "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein will have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.    Assignor: ______________________________

2.    Assignee: ______________________________ [and is an Affiliate/Approved
      Fund of [identify Lender] (1)]

3.    Company: Starbucks Corporation

4.    Administrative Agent: Bank of America, N.A., as the administrative agent
      under the Credit Agreement

---------------------------
(1) Select as applicable

                                      F-1
                       Form as Assignment and Assumption
<PAGE>

5.    Credit Agreement: Credit Agreement, dated as of August 12, 2005, among the
      Company, the Lenders from time to time party thereto, and Bank of America,
      N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

6.    Assigned Interest:

<TABLE>
<CAPTION>
               AGGREGATE
               AMOUNT OF          AMOUNT OF        PERCENTAGE
 FACILITY   COMMITMENT/LOANS  COMMITMENT/LOANS     ASSIGNED OF          CUSIP
 ASSIGNED   FOR ALL LENDERS*      ASSIGNED*     COMMITMENT/LOANS (2)    NUMBER
----------  ----------------  ----------------  --------------------  ----------
<S>         <C>               <C>               <C>                   <C>
__________  $_______________  $_______________  ___________________%  __________
__________  $_______________  $_______________  ___________________%  __________
__________  $_______________  $_______________  ___________________%  __________
</TABLE>

[7.   Trade Date: __________________] (3)

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH WILL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

      The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                      ASSIGNOR
                                      [NAME OF ASSIGNOR]

                                      By: ______________________________________
                                          Title:

                                      ASSIGNEE
                                      [NAME OF ASSIGNEE]

                                      By: ______________________________________
                                          Title:

----------------
      * Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

      (2) Set forth to at least 9 decimals, as a percentage of the
Commitment/Loan of all lenders thereunder.

      (3) To be completed if the Assignor and the Assignee intend that the
minimum assignment is to be determined as of the Trade Date.

                                      F-2
                       Form of Assignment and Assumption
<PAGE>

[Consented to and] (4) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By: _________________________________
    Title:

[Consented to:]  (5)

STARBUCKS CORPORATION

By: _________________________________
    Title:

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

      (4) To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

      (5) To be added only if the consent of the Company and/or other parties
(e.g. Swing Line Lendeer, L/C Issuer) is required by the terms of the Credit
Agreement.

                                      F-3
                       Form of Assignment and Assumption

<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

            1. Representations and Warranties.

            1.1. Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Company, any of its Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by the
Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it will be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, will have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section __ thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it will deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

            2. Payments. From and after the Effective Date, the Administrative
Agent will make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but

                                      F-4
                       Form of Assignment and Assumption
<PAGE>

excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

            3. General Provisions. This Assignment and Assumption will be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together will constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy will be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption will be governed by, and construed in accordance with, the law of
the State of New York.

                                      F-5
                         Form of Assignment and Assumption
<PAGE>

                                                                       EXHIBIT G

                                [TO BE PROVIDED]

                                      G-1
                                Opinion Matters